WORLD FUNDS INC /MD/
497, 2000-03-03
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                                THE WORLD FUNDS
   1500 Forest Avenue, Suite 223 * P. O. Box 8687 * Richmond, Virginia 23229
              (804) 285-8211 * (800) 527-9525 * Fax (804) 285-8251

March 4, 2000

FILED VIA EDGAR

Filing Desk
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Reference:      The World Funds, Inc.
                File Number 333-29289
                Filed Pursuant to Rule 497(e)

Gentlemen:

Transmitted herewith for electronic filing on behalf of The World Funds, Inc.
(the "Company") please find enclosed, pursuant to Rule 497(e) under the
Securities Act of 1933, as amended, a copy of the Statement of
Additional Information of the GenomicsFund.com series of the Company dated
March 1, 2000.

Should you have any questions regarding the filing of such documents, please
call the undersigned.


Sincerely,



/s/ John Pasco, III
- --------------------
John Pasco, III

enclosures

<PAGE>






                                GenomicsFund.com

                                   a series of

                              THE WORLD FUNDS, INC.
                                 (THE "COMPANY")
                1500 FOREST AVENUE, SUITE 223 RICHMOND, VA 23229
                                 1-800-527-9525

                       STATEMENT OF ADDITIONAL INFORMATION


This Statement of Additional Information ("SAI") is not a prospectus.  It should
be read in  conjunction  with the current  Prospectus of  GenomicsFund.com  (the
"Fund") dated March 1, 2000.  The  Prospectus  may be obtained by writing to The
World  Funds,  Inc.  1500 Forest  Avenue,  Suite 223,  Richmond,  VA 23229 or by
calling 1-800-527-9525.

The date of this SAI is March 1, 2000.


<PAGE>


TABLE OF CONTENTS                                             PAGE NUMBER
GENERAL INFORMATION                                                1
ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS                1
INVESTMENT OBJECTIVES                                              1
STRATEGIES AND RISKS                                               1
INVESTMENT PROGRAMS                                                1
      DEPOSITARY RECEIPTS                                          1
      REPURCHASE AGREEMENTS                                        1
DEBT SECURITIES                                                    2
      U.S. GOVERNMENT SECURITIES                                   2
      CONVERTIBLE SECURITIES                                       2
      WARRANTS                                                     2
      ILLIQUID SECURITIES                                          3
      RESTRICTED SECURITIES                                        3
      OTHER SECURITIES                                             3
INVESTMENT RESTRICTIONS                                            3
      FUNDAMENTAL POLICIES OR RESTRICTIONS                         3
      NON-FUNDAMENTAL POLICIES OR RESTRICTIONS                     4
MANAGEMENT OF THE COMPANY                                          4
PRINCIPAL HOLDERS OF SECURITIES                                    7
INVESTMENT ADVISER AND ADVISORY AGREEMENTS                         7
MANAGEMENT-RELATED SERVICES                                        8
      ADMINISTRATION                                               8
      CUSTODIAN                                                    8
      ACCOUNTING SERVICES                                          8
      TRANSFER AGENT                                               8
      DISTRIBUTOR                                                  9
INDEPENDENT ACCOUNTANTS                                            9
PORTFOLIO TRANSACTIONS                                             9
PORTFOLIO TURNOVER                                                 10
CAPITAL STOCK AND DIVIDENDS                                        10
ADDITIONAL INFORMATION ABOUT PURCHASES AND SALES                   10
DISTRIBUTION AND TAXES                                             12
INVESTMENT PERFORMANCE                                             14
FINANCIAL INFORMATION                                              15
<PAGE>




GENERAL INFORMATION

The World Funds,  Inc. (the "Company") was organized under the laws of the State
of Maryland in May,  1997.  The  Company is an  open-end  management  investment
company  registered under the Investment  Company Act of 1940, as amended,  (the
"1940  Act")  commonly   known  as  a  "mutual   fund".   This  SAI  relates  to
GenomicsFund.com  (the "Fund").  The Fund is a separate investment  portfolio or
series of the Company.  See "Capital  Stock and Dividends" in this SAI. The Fund
is "non-diversified" as that term is defined in the 1940 Act.

ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS

The following  information  supplements the discussion of the Fund's  investment
objectives  and  policies.  The  Fund's  investment  objective  and  fundamental
investment  restrictions  may  not be  changed  without  approval  by  vote of a
majority  of the  outstanding  voting  shares of the Fund.  As used in this SAI,
"majority  of  outstanding  voting  shares"  means the  lesser of (1) 67% of the
voting shares of the Fund  represented at a meeting of shareholders at which the
holders  of 50% or more of the shares of the Fund are  represented;  or (2) more
than 50% of the outstanding voting shares of the Fund. The investment  programs,
restrictions  and the  operating  policies of the Fund that are not  fundamental
policies  can  be  changed  by the  Board  of  Directors  of  the  Company  (the
"Directors") without shareholder approval.

INVESTMENT OBJECTIVES

The Fund's investment objective is capital appreciation.  All investments entail
some market and other risks and there is no assurance that the Fund will achieve
its investment objective.  You should not rely on an investment in the Fund as a
complete investment program.

STRATEGIES AND RISKS

Under normal circumstances,  the Fund invests primarily in equity securities and
securities convertible into equity securities.

The following discussion of investment  techniques and instruments  supplements,
and should be read in conjunction with, the investment information in the Fund's
Prospectus.  In seeking to meet its investment objective, the Fund may invest in
any type of security whose  characteristics  are consistent  with its investment
program described below.

INVESTMENT PROGRAMS

Depositary Receipts:  The Fund may invest on a global basis to take advantage of
investment  opportunities both within the U.S. and other countries. The Fund may
buy foreign securities directly in their principal markets or indirectly through
the use of depositary receipts. The Fund may invest in sponsored and unsponsored
American  Depositary  Receipts ("ADRs"),  European Depositary Receipts ("EDR's),
and other similar  depositary  receipts.  ADRs are issued by an American bank or
trust  company and evidence  ownership  of  underlying  securities  of a foreign
company.  EDRs are issued in Europe,  usually by  foreign  banks,  and  evidence
ownership  of either  foreign or  domestic  underlying  securities.  The foreign
country may withhold taxes on dividends or distributions  paid on the securities
underlying  the ADRs and EDRs,  thereby  reducing the  dividend or  distribution
amount received by the Fund.

Unsponsored ADRs and EDRs are issued without the  participation of the issuer of
the underlying  securities.  As a result,  information concerning the issuer may
not be as current as for sponsored ADRs and EDRs.  Holders of  unsponsored  ADRs
generally  bear  all the  costs  of the ADR  facilities.  The  depositary  of an
unsponsored facility frequently is under no obligation to distribute shareholder
communications  received from the issuer of the deposited  securities or to pass
through  voting  rights  to the  holders  of such  receipts  in  respect  of the
deposited  securities.  Therefore,  there  may  not  be  a  correlation  between
information  concerning  the issuer of the  security  and the market value of an
unsponsored ADR.

Repurchase  Agreements:  As a means of earning  income  for  periods as short as
overnight, the Fund may enter into repurchase agreements that are collateralized
by U.S. Government  Securities.  Under a repurchase agreement, a fund acquires a
security,  subject to the seller's  agreement to  repurchase  that security at a
specified  time and price.  The Fund  considers a purchase of  securities  under
repurchase  agreements to be a loan by the Fund. The Investment Adviser monitors
the value of the  collateral  to ensure that its value always  equals or exceeds
the repurchase price and also monitors the financial  condition of the seller of
the  repurchase  agreement.  If the seller  becomes  insolvent,  the  ability to
dispose of the  securities  held as collateral  may be impaired and the Fund may
incur extra costs. Repurchase agreements for periods in excess of seven days may
be deemed to be illiquid.

Debt Securities: The Fund may invest in investment grade debt securities;  which
are  securities  rated  Baa  or  higher  by  Moody's  Investors  Service,   Inc.
("Moody's"),  or BBB or higher by Standard & Poor's Ratings Group ("S&P") at the
time of  purchase  or,  unrated  securities  which  xGENx.  LLC(the  "Investment
Adviser")  believes to be of  comparable  quality.  The Fund does not  currently
intend to invest more than 5% of its total assets in  securities  that are below
investment  grade  or  that  are  unrated.  Securities  rated  as Baa or BBB are
generally  regarded  as  having  adequate  capacity  to pay  interest  and repay
principal.

Debt  securities  consist of bonds,  notes,  government  and  government  agency
securities,   zero  coupon  securities,   convertible  bonds,  asset-backed  and
mortgage-backed   securities,  and  other  debt  securities  whose  purchase  is
consistent  with the Fund's  investment  objective.  The Fund's  investments may
include   international  bonds  that  are  denominated  in  foreign  currencies,
including the European Currency Unit or "Euro".  International bonds are defined
as  bonds  issued  in  countries  other  than  the  United  States.  The  Fund's
investments  may include debt securities  issued or guaranteed by  supranational
organizations,   corporate  debt  securities,   bank  or  holding  company  debt
securities.

U.S. Government  Securities:  The Fund may invest in U.S. Government  Securities
that are obligations of, or guaranteed by, the U.S. Government,  its agencies or
instrumentalities. Some U.S. Government securities, such as U.S. Treasury bills,
notes and bonds, and securities  guaranteed by the Government  National Mortgage
Association  ("GNMA"),  are supported by the full faith and credit of the United
States;  others,  such as those of the Federal Home Loan Banks, are supported by
the right of the issuer to borrow from the U.S. Treasury;  others, such as those
of the Federal  National  Mortgage  Association  ("FNMA"),  are supported by the
discretionary  authority  of  the  U.S.  Government  to  purchase  the  agency's
obligations;  and still  others,  such as those of the  Student  Loan  Marketing
Association, are supported only by the credit of the instrumentality.

Convertible   Securities:   The  Fund  may  invest  in  convertible  securities.
Traditional  convertible securities include corporate bonds, notes and preferred
stocks that may be  converted  into or  exchanged  for common  stock,  and other
securities  that also provide an  opportunity  for equity  participation.  These
securities are  convertible  either at a stated price or a stated rate (that is,
for a  specific  number of shares of common  stock or other  security).  As with
other fixed income  securities,  the price of a convertible  security  generally
varies  inversely with interest rates.  While providing a fixed income stream, a
convertible  security  also  affords the  investor an  opportunity,  through its
conversion  feature,  to participate in the capital  appreciation  of the common
stock into which it is convertible. As the market price of the underlying common
stock declines,  convertible  securities  tend to trade  increasingly on a yield
basis and so they may not experience market value declines to the same extent as
the  underlying  common stock.  When the market price of the  underlying  common
stock  increases,  the  price  of a  convertible  security  tends  to  rise as a
reflection  of the value of the  underlying  common  stock.  To  obtain  such an
opportunity for a higher yield or capital appreciation, the Fund may have to pay
more for a convertible  security than the value of the underlying  common stock.
The Fund will  generally  hold common  stock it acquires  upon  conversion  of a
convertible  security for so long as the  Investment  Adviser  anticipates  such
stock will  provide the Fund with  opportunities  that are  consistent  with its
investment objective and policies.

Warrants:  The value of warrants is derived solely from capital  appreciation of
the  underlying  equity  securities.  Warrants  have no  voting  rights,  pay no
dividends  and have no rights  with  respect  to the  assets of the  corporation
issuing them.  Warrants are options to purchase equity  securities at a specific
price for a specific period of time. If the Fund does not exercise or dispose of
a  warrant  prior  to its  expiration,  it will  expire  worthless.  They do not
represent ownership of the securities,  but only the right to buy them. Warrants
differ  from  call  options  in  that  warrants  are  issued  by the  underlying
corporation, whereas call options may be written by anyone.

Illiquid Securities: The Fund may invest up to 15% of its net assets in illiquid
securities.  The term  "illiquid  securities"  means  securities  that cannot be
disposed  of  within  seven  days  in  the   ordinary   course  of  business  at
approximately  the amount at which the Fund has valued the securities.  Illiquid
securities   include   generally,    among   other   things,   certain   written
over-the-counter  options,  securities  or other liquid assets as cover for such
options,  repurchase agreements with maturities in excess of seven days, certain
loan   participation   interests  and  other  securities  whose  disposition  is
restricted under the federal securities laws.

Restricted Securities: The Fund may invest in restricted securities.  Generally,
"restricted   securities"  are  securities   which  have  legal  or  contractual
restrictions  on  their  resale.  In some  cases,  these  legal  or  contractual
restrictions may impair the liquidity of a restricted  security;  in others, the
legal  or  contractual  restrictions  may  not  have a  negative  effect  on the
liquidity  of the  security.  Restricted  securities  which  are  deemed  by the
Investment  Adviser to be illiquid  will be included in the Fund's  policy which
limits investments in illiquid securities.

Other Securities:  The Board of Directors may, in the future, authorize the Fund
to  invest  in  securities  other  than  those  listed  in  this  SAI and in the
Prospectus,  provided  such  investments  would be  consistent  with the  Fund's
investment  objective  and would not violate the Fund's  fundamental  investment
policies or restrictions.

INVESTMENT RESTRICTIONS

Fundamental  Investment  Policies and  Restrictions:  The Funds have adopted the
following  fundamental  investment  restrictions which cannot be changed without
approval by vote of a "majority of the  outstanding  voting  securities" of each
Fund. As a matter of fundamental policy, each Fund may not:

(1) Invest in companies for the purpose of exercising management or control;
(2) Invest in securities of other investment companies except by
    purchase  in  the  open   market   involving   only   customary
    broker's  commissions,  or as part of a merger,  consolidation,
    or acquisition of assets;
(3) Purchase or sell commodities or commodity contracts;
(4) Invest in interests in oil, gas, or other mineral exploration or development
    programs;
(5) Purchase securities on margin, except for use of short-term  credits as
    necessary  for the clearance of purchase of portfolio securities;
(6) Issue senior securities, (except the Funds may engage in transactions such
    as those permitted by SEC release IC-10666);
(7) Act as an  underwriter  of securities of other  issuers,  except that each
    Fund may invest up to 10% of the value of its total assets (at the time of
    investment)  in portfolio  securities  which the Fund might not be free to
    sell to the  public  without  registration  of such  securities  under the
    Securities  Act of 1933,  as amended (the "1933 Act"),  or any foreign law
    restricting distribution of securities in a country of a foreign issuer;
(8) Participate  on a joint or a joint  and  several  basis  in any  securities
    trading account;
(9) Engage in short sales;
(10)Purchase or sell real estate, provided that liquid securities of companies
    which  deal  in  real  estate  or interests  therein  would not be deemed
    to be an  investment in real estate;
(11)Purchase the  securities of any issuer (other than  obligations  issued or
    guaranteed by the U.S. Government,  its agencies or instrumentalities) if,
    as a result,  more than 10% of the  outstanding  voting  securities of any
    issuer would be held by the Fund; and
(12)Make loans.
(13)Except as specified  below,  the Funds may only borrow money for temporary
    or  emergency  purposes  and then only in an amount not in excess of 5% of
    the lower of value or cost of its total assets, in which case the Fund may
    pledge,  mortgage or  hypothecate  any of its assets as security  for such
    borrowing but not to an extent greater than 5% of its total assets. A Fund
    may  borrow  money to avoid  the  untimely  disposition  of assets to meet
    redemptions,  in an  amount  up to 33 1/3%  of the  value  of its  assets,
    provided that the Fund maintains asset coverage of 300% in connection with
    borrowings,  and the Fund  does  not make  other  investments  while  such
    borrowings are outstanding.
(14)Concentrate  its  investments  in any  industry,  except that the Fund may
    concentrate   in   securities   of   companies   which  are   genomic  and
    genomic-related companies as described in the prospectus.

Non-Fundamental  Policies  and  Restrictions:  In  addition  to the  fundamental
policies and investment  restrictions  described  above, and the various general
investment  policies  described in the  Prospectus and elsewhere in the SAI, the
Funds  will be  subject  to the  following  investment  restrictions,  which are
considered  non-fundamental and may be changed by the Board of Directors without
shareholder approval.

As a matter of non-fundamental policy, a Fund may not:

(1) Invest more than 15% of its net assets in illiquid securities;
(2) Engage in arbitrage transactions; or
(3) Purchase or sell options.

In applying its investment policies and restrictions:

(1)   A  percentage  restriction  on  investment  or  utilization  of  assets is
      determined at the time an investment is made. A later change in percentage
      resulting  from changes in the value or the total cost of a Fund's  assets
      will not be considered a violation of the restriction; and

(2)   Investments  in certain  categories of companies will not be considered to
      be  investments  in a particular  industry.  Examples of these  categories
      include:

      (i)  financial service  companies will be classified  according to the end
           users  of their  services,  for  example,  automobile  finance,  bank
           finance and  diversified  finance will each be  considered a separate
           industry;

      (ii) technology   companies   will  be  divided   according  to
           their     products    and    services,     for    example,
           hardware,     software,     information    services    and
           outsourcing,   or   telecommunications   will  each  be  a
           separate industry;  and
      (iii)utility  companies will be divided  according to their services,  for
           example,  gas, gas transmission,  electric and telephone will each be
           considered a separate industry.

MANAGEMENT OF THE COMPANY

Directors and Officers:

The Company is  governed by a Board of  Directors  (the  "Directors"),  which is
responsible  for  protecting  the interest of  shareholders.  The  Directors are
experienced  business  persons  who  meet  throughout  the year to  oversee  the
Company's  activities,  review  contractual  arrangements  with  companies  that
provide services to the Fund, and review performance. The names and addresses of
the Directors and officers of the Company, together with information as to their
principal  occupations  during  the past  five  years,  are  listed  below.  The
Directors who are considered "interested persons" as defined in Section 2(a)(19)
of the 1940 Act, as well as those persons affiliated with the Investment Adviser
and  principal  underwriter,  and  officers  of the  Company,  are noted with an
asterisk (*).

Name, Address                 Position(s) Held      Principal Occupation(s)
and Birthdate                 With Registrant       During the Past 5 Years

*John Pasco, III              Chairman, Director    Mr. Pasco is Treasurer and
1500 Forest Avenue            and Treasurer         Director of Commonwealth
Richmond, VA 23229                                  Shareholder Services, Inc.,
(4/10/45)                                           the Company's Administrator,
                                                    since 1985; President and
                                                    Director of First Dominion
                                                    Capital Corp., the Company's
                                                    principal underwriter.
                                                    Director and shareholder of
                                                    Fund Services Inc., the
                                                    Company's Transfer and
                                                    Disbursing Agent,since 1987;
                                                    shareholder of Commonwealth
                                                    Fund Accounting, Inc. which
                                                    provides bookkeeping
                                                    services
                                                    to Star Bank; and Chairman,
                                                    Director and Treasurer of
                                                    Vontobel Funds, Inc., a
                                                    registered investment
                                                    company since March, 1997.
                                                    Mr. Pasco is also a
                                                    certified public accountant.

Samuel Boyd, Jr.              Director              Mr. Boyd is Manager of the
10808 Hob Nail Court                                Customer Services Operations
Potomac, MD. 20854                                  and Accounting Division of
(9/18/40)                                           the Potomac Electric Power
                                                    Company since August, 1978;
                                                    and Director of Vontobel
                                                    Funds, Inc., a registered
                                                    investment company since
                                                    March, 1997.  Mr. Boyd is
                                                    also a certified public
                                                    accountant.

William E. Poist              Director              Mr. Poist is a financial and
5272 River Road                                     tax consultant through his
Bethesda, MD. 20816                                 firm, Management Consulting
(6/11/36)                                           for Professionals since
                                                    1968; Director of Vontobel
                                                    Funds, Inc., a registered
                                                    investment company since
                                                    March, 1997. Mr. Poist
                                                    is also a certified
                                                    public accountant.

Paul M. Dickinson             Director              Mr. Dickinson is President
8704 Berwickshire Drive                             of Alfred J. Dickinson, Inc.
Richmond, VA  23229                                 Realtors since April, 1971;
(11/11/47)                                          and Director of Vontobel
                                                    Funds, Inc. a registered
                                                    investment company
                                                    since March, 1997.

*Jane H. Williams             Vice President of     Ms. Williams is the
3000 Sand Hill Road           the  Company and      Executive Vice President of
Suite 150                     President of the      Sand Hill Advisors, Inc.
Menlo Park, CA 94025          Sand Hill Portfolio   since 1982.
(6/28/48)                     Manager Fund series

*Leland H. Faust              President of          Mr. Faust is President of
One Montgomery St.            the CSI Equity        CSI Capital Management, Inc.
Suite 2525                    Fund and the CSI      since 1978. Mr. Faust is
San  Francisco,  CA  94104    Fixed  Income  Fund   also a Partner in the law
(8/30/46)                                           firm Taylor & Faust since
                                                    December, 1975.

*F. Byron Parker, Jr.         Secretary             Mr. Parker is Secretary of
810 Lindsay Court                                   Commonwealth Shareholder
Richmond, Virginia 23229                            Services,  Inc.,  and First
(1/26/43)                                           Dominion Capital Corp.
                                                    since 1986;  Secretary of
                                                    Vontobel Funds, Inc., a
                                                    registered investment
                                                    company since March, 1997;
                                                    and Partner in the law firm
                                                    Mustian & Parker.

*Franklin A. Trice, III       Vice President of     Mr. Trice is President of
P.O. Box 8535                 the Company and       Virginia Management
Richmond, VA 23226-0535       President of the      Investment Corp. since May,
(12/25/63)                    New Market Fund       1998; and a registered
                              series.               representative of
                                                    First Dominion Capital Corp,
                                                    the Company's underwriter
                                                    since September, 1998.
                                                    Mr. Trice was a broker
                                                    with Scott & Stringfellow
                                                    from March, 1996 to May,
                                                    1998 and with Craigie, Inc.
                                                    from March, 1992 to January,
                                                    1996.

*John T. Connor, Jr.          Vice President of     President of Third
515 Madison Ave.,             the Company and       Millennium Investment
24th Floor                    President of the      Advisors, LLL since April,
New York, NY 10022            Third Millennium      1998; and Chairman of
(6/16/41)                     Russia Fund series    ROSGAL, a Russian financial
                                                    company and of its
                                                    affiliated ROSGAL Insurance
                                                    since 1993.

*Steven T. Newby              Vice President of     President of Newby & Co.,
555 Quince Orchard Rd.        the Company and       a NASD broker/dealer since
Suite 606                     President of          July, 1990;  President of
Gaithersburg, MD 20878        GenomicsFund.com      xGENx, LLC since November,
(9/18/46)                     series                1999.

Compensation of Directors: The Company does not compensate the Directors who are
officers or employees of the Investment  Adviser.  The  "independent"  Directors
receive an annual retainer of $1,000.00 and a fee of $200.00 for each meeting of
the  Directors  which  they  attend  in person or by  telephone.  Directors  are
reimbursed  for travel and other  out-of-pocket  expenses.  The Company does not
offer any retirement benefits for Directors.

For the fiscal  period  ended  August  31,  1999,  the  Directors  received  the
following compensation from the Company:

                  Aggregate Compensation                          Total
                  From the Fund           Pension or Retirement   Compensation
Name and          Fiscal  Year Ended      Benefits Accrued as     from  the
Position Held     August 31, 1999         Part ofFund Expenses    Company(1)
- --------------------------------------------------------------------------------

John Pasco, III,
Director                   0                     N/A                 0
Samuel Boyd, Jr.,
Director                   0                     N/A              $9,000
William E. Poist,
Director                   0                     N/A              $9,000
Paul M. Dickinson,
Director                   0                     N/A              $9,000

(1)   This amount  represents the aggregate  amount of compensation  paid to the
      Directors for service on the Board of Directors for the Fund's fiscal year
      ended August 31, 1999.

CONTROL PERSONS - PRINCIPAL HOLDERS OF SECURITIES

The Directors and officers of the Company,  as a group, do not own 1% or more of
the Fund.

INVESTMENT ADVISER AND ADVISORY AGREEMENT

xGENx,  LLC (the  "Investment  Adviser"),  555 Quince  Orchard Road,  Suite 606,
Gaithersburg,  Maryland 20878 manages the investments of the Fund pursuant to an
Investment  Advisory Agreement (the "Advisory  Agreement" ), dated March 1,2000.
The  Advisory  Agreement  has an initial  term of two years,  and may be renewed
annually thereafter provided such renewal is approved by: 1) the Company's Board
of Directors;  or 2) by a majority vote of the outstanding  voting securities of
the Company,  and in either event by and a majority of the Directors who are not
"interested  persons" of the Company. The Advisory Agreements will automatically
terminate  in the event of their  "assignment,"  as that term is  defined in the
1940  Act,  and may be  terminated  without  penalty  at any time  upon 60 days'
written notice to the other party by: (i) the majority vote of all the Directors
or by vote of a majority of the  outstanding  voting  securities of the Fund; or
(ii) the Adviser.

The  Investment  Adviser  is  registered  as an  investment  adviser  under  the
Investment  Advisers Act of 1940 as amended,  the "Advisers Act". The Investment
Adviser is an independent, privately-held corporation.

Steven T. Newby is  President  of the  Investment  Adviser and is the  portfolio
manager of the Fund since its inception on March 1, 2000.  Since July 1990,  Mr.
Newby has been  President of Newby & Company,  a securities  broker/dealer  firm
located  in  Gaithersburg,  Maryland.  Newby & Company  is a member  firm of the
National  Association of Securities Dealers ("NASD") and the Securities Investor
Protection Corporation ("SIPC").

Under the Advisory Agreement, the Investment Adviser, subject to the supervision
of the  Directors,  provides  a  continuous  investment  program  for the  Fund,
including  investment  research  and  management  with  respect  to  securities,
investments  and cash  equivalents,  in  accordance  with the Fund's  investment
objective,  policies,  and  restrictions as set forth in the Prospectus and this
SAI.  The  Investment   Adviser  is  responsible   for  effecting  all  security
transactions  on behalf of the  Fund,  including  the  allocation  of  principal
business  and  portfolio  brokerage  and the  negotiation  of  commissions.  The
Investment  Adviser  also  maintains  books  and  records  with  respect  to the
securities transactions of the Fund and furnishes to the Directors such periodic
or other reports as the Directors may request.

Under the Advisory  Agreement,  the monthly  compensation paid to the Adviser is
accrued  daily at an annual  rate of 1.0% on the first  $250  million of average
daily net assets of the Fund;  0.875% on average daily net assets of the Fund in
excess of $250  million and not more than $500  million;  and , 0.75% on average
daily net assets of the Fund over $500 million.

In the interest of limiting  expenses of the Fund,  the Adviser has entered into
an expense limitation agreement with the Company. Pursuant to the agreement, the
Adviser  has agreed to waive or limit its fees and to assume  other  expenses so
that the total annual  operating  expenses for the Fund is limited to 1.90%. The
limit  does  not  apply  to  interest,   taxes,  brokerage  commissions,   other
expenditures  capitalized  in  accordance  with  generally  accepted  accounting
principles or other  extraordinary  expenses not incurred in the ordinary course
of  business.  The Adviser will be entitled to  reimbursement  of fees waived or
remitted  by  the  Adviser  to the  Fund.  The  total  amount  of  reimbursement
recoverable by the Adviser (the  "Reimbursement  Amount") is the sum of all fees
previously  waived or  remitted  by the  Adviser  to the Fund  during any of the
previous five (5) years, less any  reimbursement  previously paid by the Fund to
the Adviser  with  respect to any waivers,  reductions,  and payments  made with
respect to the Fund.  The  Reimbursement  Amount may not include any  additional
charges or fees, such as interest  accruable on the Reimbursement  Amount.  Such
reimbursement will be authorized by the Directors.

Pursuant to the terms of the Advisory Agreement, the Investment Advisor pays all
expenses incurred by it in connection with its activities thereunder, except the
cost of securities (including brokerage  commissions,  if any) purchased for the
Fund.  The  services  furnished  by the  Investment  Adviser  under the Advisory
Agreement  are not  exclusive,  and the  Investment  Adviser  is free to perform
similar services for others.

MANAGEMENT-RELATED SERVICES

ADMINISTRATION

Pursuant to an Administrative Services Agreement with the Company dated March 1,
2000 (the "Administrative  Agreement"),  Commonwealth Shareholder Services, Inc.
("CSS"),  1500 Forest Avenue,  Suite 223,  Richmond,  Virginia 23229,  serves as
administrator  of the Fund and  supervises  all aspects of the  operation of the
Fund except those performed by the Investment Adviser. John Pasco, III, Chairman
of the Board of the  Company,  is the sole owner of CSS.  CSS  provides  certain
administrative  services and  facilities for the Fund,  including  preparing and
maintaining  certain books,  records,  and monitoring  compliance with state and
federal regulatory requirements.

As administrator, CSS receives an asset-based administrative fee, computed daily
and paid  monthly,  at the  annual  rate of 0.20% on the first  $250  million of
average daily net assets of the Fund;  0.175% on average daily net assets of the
Fund in excess of $250 million and not more than $500 million;  0.15% on average
daily net  assets of the Fund in  excess  of $500  million  and not more than $1
billion;  and  0.10% on  average  daily  net  assets of the Fund in excess of $1
billion,  subject to a minimum  amount of  $15,000  per year for a period of two
years from the date of the  Administrative  Agreement.  Thereafter,  the minimum
administrative  fee is $30,000  per year.  CSS  receives  an hourly  rate,  plus
certain out-of-pocket  expenses,  for shareholder servicing and state securities
law matters.

CUSTODIAN

Pursuant to a Custodian Agreement with the Company dated October 28, 1998, Brown
Brothers Harriman & Co. ("BBH"), 40 Water Street, Boston  Massachusetts,  02109,
acts as the custodian of the Fund's securities and cash. With the consent of the
Company,  BBH has  designated  The  Depository  Trust Company of New York as its
agent to  secure a portion  of the  assets of the  Fund.  BBH is  authorized  to
appoint other  entities to act as  sub-custodians  to provide for the custody of
foreign  securities  which may be acquired and held by the Fund outside the U.S.
Such  appointments  are subject to appropriate  review by the Company's Board of
Directors.

ACCOUNTING SERVICES


Pursuant to an Accounting Service Agreement dated March 1, 2000 (the "Accounting
Agreement"),  Commonwealth  Fund Accounting,  Inc.  ("CFA"),  is responsible for
accounting  relating to the Fund and its  investment  transactions;  maintaining
certain books and records of the Fund; determining daily the net asset value per
share  of the  Fund;  and  preparing  security  position,  transaction  and cash
position reports. CFA also monitors periodic distributions of gains or losses on
portfolio  sales and  maintains a daily  listing of portfolio  holdings.  CFA is
responsible  for  providing  expenses  accrued and payment  reporting  services,
tax-related  financial information to the Company, and for monitoring compliance
with the regulatory requirements relating to maintaining accounting records.

TRANSFER AGENT
Pursuant to a Transfer Agency  Agreement with the Company dated August 19, 1997,
Fund Services, Inc. ("FSI") acts as the Company's transfer,  dividend disbursing
and redemption agent. FSI is located at 1500 Forest Avenue, Suite 111, Richmond,
VA 23229.  John Pasco,  III, Chairman of the Board of the Company owns one-third
of the voting shares of FSI, and therefore, FSI may be deemed to be an affiliate
of the Company and CSS.

FSI provides  certain  shareholder and other services to the Company,  including
furnishing  account and  transaction  information  and  maintaining  shareholder
account  records.  FSI is  responsible  for  processing  orders  for  shares and
ensuring  appropriate   participation  with  the  National  Securities  Clearing
Corporation for  transactions  in the Fund's shares.  FSI receives and processes
redemption  requests and administers  distribution of redemption  proceeds.  FSI
also handles shareholder inquiries and provides routine account information.  In
addition,  FSI prepares and files appropriate tax related information concerning
dividends and distributions to shareholders.

Under the Transfer Agency Agreement,  FSI is compensated  pursuant to a schedule
of services,  and is reimbursed for out-of-pocket  expenses.  The schedule calls
for a minimum  payment  of  $12,000  for the  first  year and  $16,500  per year
thereafter.

DISTRIBUTOR

First Dominion Capital Corp. ("FDCC"), located at 1500 Forest Avenue, Suite 223,
Richmond,  Virginia  23229,  serves as the  principal  underwriter  and national
distributor  for the shares of the Fund  pursuant  to a  Distribution  Agreement
dated August 19, 1997 (the "Distribution Agreement").  John Pasco, III, Chairman
of the Board of the Company, owns 100% of FDCC, and is its President,  Treasurer
and a Director.  FDCC is  registered as a  broker-dealer  and is a member of the
National  Association of Securities Dealers,  Inc. (the "NASD"). The offering of
the Fund's shares is continuous.

PLAN OF DISTRIBUTION

The Fund has a Plan of  Distribution  or "12b-1 Plan" (the "Plan") in accordance
with  Rule  12b-1  under the 1940 Act.  Under  the  Plan,  the Fund may  finance
activities  primarily  intended to sell shares,  provided that the categories of
the  expenses  are  approved in advance by the Board of Directors of the Company
and the expenses paid under the Plan are incurred within the preceding 12 months
and accrued while the Plan is in effect.

The Plan provides that the Fund will pay a fee to the  Distributor  at an annual
rate of 0.25% of the Fund's  average  daily net  assets.  The fee is paid to the
Distributor  as  reimbursement  for expenses  incurred for  distribution-related
activity.

INDEPENDENT ACCOUNTANTS

The Company's independent accountants, Tait, Weller & Baker, audit the Company's
annual  financial  statements,  assists in the preparation of certain reports to
the U.S.  Securities  and  Exchange  Commission  (the  "SEC"),  and prepares the
Company's tax returns.  Tait,  Weller & Baker is located at 8 Penn Center Plaza,
Suite 800, Philadelphia, PA 19103.

PORTFOLIO TRANSACTIONS

It is the policy of the Investment  Adviser,  in placing orders for the purchase
and  sale of the  Fund's  securities,  to seek to  obtain  the  best  price  and
execution for its securities  transactions,  taking into account such factors as
price,  commission,  where applicable,  (which is negotiable in the case of U.S.
national  securities  exchange  transactions but which is generally fixed in the
case of foreign exchange  transactions),  size of order, difficulty of execution
and the skill required of the executing broker/dealer.  After a purchase or sale
decision is made by the Investment Adviser,  the Investment Adviser arranges for
execution of the  transaction  in a manner  deemed to provide the best price and
execution for the Fund.

Exchange-listed  securities  are generally  traded on their  principal  exchange
unless  another  market offers a better  result.  Securities  traded only in the
over-the-counter market may be executed on a principal basis with primary market
makers in such securities, except for fixed price offerings and except where the
Fund may obtain better prices or executions on a commission  basis or by dealing
with other than a primary market maker.

The Investment Adviser, when placing transactions, may allocate a portion of the
Fund's   brokerage   to  persons   or  firms   providing   it  with   investment
recommendations  or  statistical,  research  or similar  services  useful in its
decision making process.  The term "investment  recommendations  or statistical,
research or similar  services"  means (1) advice as to the value of  securities,
the  advisability  of investing in,  purchasing or selling  securities,  and the
availability  of  securities or  purchasers  or sellers of  securities,  and (2)
analyses  and  reports  concerning  issuers,  industries,  securities,  economic
factors and trends, and portfolio strategy. The Investment Adviser may cause the
Fund  to pay a  commission  higher  than  that  charged  by  another  broker  in
consideration of such research services.  Such services are one of the many ways
the Investment Adviser can keep abreast of the information  generally circulated
among  institutional  investors by  broker-dealers.  While this  information  is
useful in varying degrees,  its value is indeterminable.  Such services received
on the basis of transactions for the Fund may be used by the Investment  Adviser
for the benefit of the Fund and other  clients,  and the Fund may  benefit  from
such transactions effected for the benefit of other clients.

While there is no formula, agreement or undertaking to do so, and when it can be
done consistent with the policy of obtaining best price and execution,  the Fund
may  consider  sales of its  shares as a factor in the  selection  of brokers to
execute portfolio transactions.  The Investment Adviser is not authorized,  when
placing  portfolio  transactions for the Fund, to pay a brokerage  commission in
excess of that which  another  broker might have charged for  executing the same
transaction solely on the basis of execution. Except for implementing the policy
stated  above,  there is no  intention  to  place  portfolio  transactions  with
particular brokers or dealers or groups thereof.

PORTFOLIO TURNOVER

Average  annual  portfolio  turnover rate is the ratio of the lesser of sales or
purchases to the monthly average value of the portfolio  securities owned during
the year,  excluding from both the numerator and the  denominator all securities
with  maturities  at the  time of  acquisition  of one  year or  less.  A higher
portfolio turnover rate involves greater transaction  expenses to a fund and may
result in the  realization  of net  capital  gains,  which  would be  taxable to
shareholders when distributed.  The Investment Adviser makes purchases and sales
for the Fund's portfolio whenever necessary,  in its opinion, to meet the Fund's
objective.  The Investment  Adviser  anticipates  that the Fund's average annual
portfolio turnover rate will be 100%.

CAPITAL STOCK AND DIVIDENDS

The Company is a series  investment  company that currently  offers one class of
shares.  The Company is authorized to issue 500,000,000  shares of common stock,
with a par  value of $0.01  per  share.  The  Company  has  currently  allocated
50,000,000  shares to the Fund and  250,000,000  shares  to other  series of the
Company.  Each share has equal  dividend,  voting,  liquidation  and  redemption
rights. There are no conversion or preemptive rights.  Shares of the Fund do not
have cumulative voting rights,  which means that the holders of more than 50% of
the shares  voting for the election of Directors  can elect all of the Directors
if they choose to do so. In such event, the holders of the remaining shares will
not be able to elect  any  person  to the  Board of  Directors.  Shares  will be
maintained in open accounts on the books of the Transfer Agent.

If they  deem it  advisable  and in the  best  interests  of  shareholders,  the
Directors  may  create  additional  series of shares,  each of which  represents
interests  in a separate  portfolio  of  investments  and is subject to separate
liabilities, and may create multiple classes of shares of such series, which may
differ from each other as to expenses and  dividends.  If  additional  series or
classes of shares are  created,  shares of each series or class are  entitled to
vote as a series  or class  only to the  extent  required  by the 1940 Act or as
permitted by the Directors. Upon the Company's liquidation,  all shareholders of
a series  would share  pro-rata in the net assets of such series  available  for
distribution to shareholders of the series, but, as shareholders of such series,
would not be entitled to share in the  distribution  of assets  belonging to any
other series.

A shareholder will  automatically  receive all income dividends and capital gain
distributions in additional full and fractional  shares of the Fund at their net
asset value as of the date of payment unless the  shareholder  elects to receive
such dividends or distributions in cash. The reinvestment date normally precedes
the payment  date by about seven days  although  the exact  timing is subject to
change.  Shareholders  will receive a  confirmation  of each new  transaction in
their  account.  The Company will confirm all account  activity,  including  the
payment of dividend and capital gain  distributions  and transactions  made as a
result of the Automatic  Investment Plan described below.  Shareholders may rely
on these statements in lieu of stock certificates.

ADDITIONAL INFORMATION ABOUT PURCHASES AND SALES

PURCHASING SHARES:

The Fund  reserves  the right to reject any  purchase  order and to suspend  the
offering of shares of the Fund. Under certain  circumstances  the Company or the
Investment  Adviser may waive the minimum  initial  investment  for purchases by
officers,  Directors,  and employees of the Company and its affiliated  entities
and for certain  related  advisory  accounts and  retirement  accounts  (such as
IRAs). The Fund may also change or waive policies  concerning minimum investment
amounts at any time.

SELLING SHARES:

You may sell your shares by giving instructions to the Transfer Agent by mail or
by telephone.

The Board of Directors  may suspend the right of redemption or postpone the date
of payment  during any period when (a) trading on the New York Stock Exchange is
restricted  as  determined  by the SEC or such exchange is closed for other than
weekends and holidays,  (b) the SEC has by order permitted such  suspension,  or
(c) an emergency,  as defined by rules of the SEC,  exists during which time the
sale of Fund  shares  or  valuation  of  securities  held  by the  Fund  are not
reasonably practicable.

SMALL ACCOUNTS:

Due to the relative  higher cost of  maintaining  small  accounts,  the Fund may
deduct $50 per year from your account, if, as a result of redemption or exchange
of shares,  the total  investment  remaining  in the account has a value of less
than $1,000.  Shareholders  will receive 30 days' written notice to increase the
account  value above $1,000  before the fee is to be deducted.  A decline in the
market  value  of your  account  alone  would  not  require  you to  bring  your
investment up to this minimum.

SPECIAL SHAREHOLDER SERVICES

As  described  briefly  in  the  Prospectus,   the  Fund  offers  the  following
shareholder services:

Regular Account: The regular account allows for voluntary investments to be made
at  any  time.  Available  to  individuals,  custodians,  corporations,  trusts,
estates,  corporate  retirement  plans and  others,  investors  are free to make
additions and withdrawals to or from their account as often as they wish. Simply
use the Account Application provided with the Prospectus to open your account.

Telephone Transactions: A shareholder may redeem shares or transfer into another
fund by  telephone  if this  service is  requested  at the time the  shareholder
completes the initial  Account  Application.  If you do not elect this telephone
service at that time,  you may do so at a later date by putting  your request in
writing to the Transfer Agent and having your signature guaranteed.

The Fund employs reasonable  procedures  designed to confirm the authenticity of
instructions  communicated  by telephone and, if the procedures are followed the
Fund  will not be  liable  for any  losses  due to  unauthorized  or  fraudulent
transactions.  As a result of this policy, a shareholder  authorizing  telephone
redemption  bears  the  risk of loss  which  may  result  from  unauthorized  or
fraudulent transactions which the Fund believes to be genuine. When requesting a
telephone  redemption or transfer,  the shareholder  will be asked to respond to
certain  questions   designed  to  confirm  the  shareholder's   identify  as  a
shareholder of record.  Cooperation  with these  procedures helps to protect the
account and the Fund from unauthorized transactions.

Invest-A-Matic  Accounts:  Any  shareholder  may  utilize  this  feature,  which
provides for automatic monthly investments into your account. Upon your request,
the  Transfer  Agent will  withdraw a fixed amount each month from a checking or
savings account for investment into the Fund. This does not require a commitment
for a fixed period of time.  A  shareholder  may change the monthly  investment,
skip a month or discontinue the Invest-A-Matic  Plan as desired by notifying the
Transfer Agent.

Individual Retirement Account ("IRA"): All wage earners under 70-1/2, even those
who  participate  in a company  sponsored or  government  retirement  plan,  may
establish  their own IRA. You can contribute 100% of your earnings up to $2,000.
A spouse who does not earn  compensation can contribute up to $2,000 per year to
his or her own IRA. The deductibility of such  contributions  will be determined
under  the same  rules as for  contributions  made by  individuals  with  earned
income.  A special IRA program is available for corporate  employees under which
the  employers  may  establish  IRA  accounts  for  their  employees  in lieu of
establishing corporate retirement plans. Known as SEP-IRA's (Simplified Employee
Pension-IRA),  they free the  corporate  employer  of many of the  recordkeeping
requirements of establishing and maintaining a corporate retirement plan trust.

If a shareholder has received a distribution from another  qualified  retirement
plan, all or part of that  distribution may be rolled over into your Fund IRA. A
rollover  contribution is not subject to the limits on annual IRA contributions.
By acting within  applicable time limits of the distribution you can continue to
defer federal income taxes on your rollover  contribution and on any income that
is earned on that contribution.

Roth  IRA:  A Roth  IRA  permits  certain  taxpayers  to  make a  non-deductible
investment  of up to $2,000 per year.  Provided  an investor  does not  withdraw
money from his or her Roth IRA for a five-year period,  beginning with the first
tax year for which a contribution was made,  deductions from the investor's Roth
IRA would be tax free after the  investor  reaches  the age of 59-1/2.  Tax free
withdrawals  may also be made before  reaching the age of 59-1/2  under  certain
circumstances.  Please consult your financial and/or tax professional as to your
eligibility to invest in a Roth IRA. An investor may not make a contribution  to
both a Roth IRA and a regular IRA in any given year.  An annual  limit of $2,000
applies to  contributions  to regular and Roth IRAs. For example,  if a taxpayer
contributes  $2,000  to a  regular  IRA for a year,  he or she may not  make any
contribution to a Roth IRA for that year.

How to  Establish  Retirements  Accounts:  Please  call the  Company  to  obtain
information  regarding the establishment of individual retirement plan accounts.
Each plan's custodian charges nominal fees in connection with plan establishment
and  maintenance.  These fees are detailed in the plan documents.  A shareholder
may wish to consult  with an attorney or other tax adviser for  specific  advice
concerning tax status and plans.

Exchange  Privilege:  Shareholders  may  exchange  their  shares for shares of a
suitable  money  market  fund.  The  account  must meet the  minimum  investment
requirements  (currently $2,500). A written request must have been completed and
be on file with the Transfer Agent. To make an exchange,  an exchange order must
comply with the  requirements  for a  redemption  or  repurchase  order and must
specify dollar amount or the number of shares to be exchanged.  An exchange will
take effect as of the next determination of the Fund's NAV per share (usually at
the close of  business  on the same  day).  The  Transfer  Agent may  charge the
shareholder's  account a $10 service fee each  telephone  exchange.  The Company
reserves the right to limit the number of exchanges or to otherwise  prohibit or
restrict  shareholders from making exchanges at any time, without notice, should
the Company  determine that it would be in the best interest of its shareholders
to do so. For tax purposes an exchange constitutes the sale of the shares of the
fund from which you are  redeeming  and the  purchase of shares of the fund into
which you are  exchanging.  Consequently,  the sale may involve either a capital
gain or loss to the shareholder for federal income tax purposes.

TAX STATUS

DISTRIBUTIONS AND TAXES

Distributions  of net investment  income:  The Fund receives income generally in
the form of interest and other income on their  investments.  This income,  less
expenses  incurred in the  operation  of the Fund,  constitutes  net  investment
income from which  dividends may be paid to you. Any  distributions  by the Fund
from such  income will be taxable to you as  ordinary  income,  whether you take
them in cash or reinvest them in additional shares.

Distribution  of capital gains:  The Fund may derive capital gains and losses in
connection  with  sales  or  other  dispositions  of its  portfolio  securities.
Distributions  from net  short-term  capital  gains  will be  taxable  to you as
ordinary income.  Distributions from net long-term capital gains will be taxable
to you as  long-term  capital  gain,  regardless  of how long you have held your
shares in the Fund. Any net capital gains realized by the Fund generally will be
distributed  once  each  year,  and  may  be  distributed  more  frequently,  if
necessary, in order to reduce or eliminated excise or income taxes on the Fund.

Effect of foreign  investments  on  distributions:  Most foreign  exchange gains
realized on the sale of debt  securities  are treated as ordinary  income by the
Fund.  Similarly,  foreign  exchange  losses realized by the Fund on the sale of
debt  securities  are  generally  treated as ordinary  losses.  These gains when
distributed  will be taxable to you as ordinary  dividends,  and any losses will
reduce the Fund's ordinary income otherwise available for distribution to you.

This treatment could increase or reduce the Fund's ordinary income distributions
to you,  and may cause some or all of its  previously  distributed  income to be
classified as return of capital.

The Fund may be subject to foreign  withholding  taxes on income from certain of
its foreign  securities.  If more than 50% of its total assets at the end of the
fiscal year are invested in securities of foreign corporations,  it may elect to
pass-through  to you your pro rata  share of  foreign  taxes paid by it. If this
election is made,  the  year-end  statement  you receive from the Fund will show
more taxable income than was actually  distributed to you. However,  you will be
entitled to either  deduct your share of such taxes in  computing  your  taxable
income or  (subject  to  limitations)  claim a foreign tax credit for such taxes
against  your  U.S.  federal  income  tax.  The Fund will  provide  you with the
information  necessary to complete your individual income tax return if it makes
this election.

Information on the tax character of  distributions:  The Fund will inform you of
the amount of your ordinary income dividends and capital gains  distributions at
the time they are paid, and will advise you of the tax status for federal income
tax purposes shortly after the close of each calendar year. If you have not held
Fund shares for a full year,  the Fund may designate  and  distribute to you, as
ordinary income or capital gain, a percentage of income that is not equal to the
actual amount of such income earned during the period of your  investment in the
Fund.

Election to be taxed as a regulated  investment company: The Fund has elected to
be treated as a regulated  investment company under Subchapter M of the Internal
Revenue Code, has qualified as such for its most recent fiscal year, and intends
to so qualify during the current fiscal year. As a regulated investment company,
the  Fund  generally  pay no  federal  income  tax on the  income  and  gains it
distributes   to  you.  The  Board  reserves  the  right  not  to  maintain  the
qualifications  of the Fund as a regulated  investment  company if it determines
such course of action to be beneficial to  shareholders.  In such case, the Fund
will be subject to federal,  and possibly state,  corporate taxes on its taxable
income and gains, and  distributions  to you will be taxed as ordinary  dividend
income to the extent of the Fund's earnings and profits.

Excise  tax  distribution  requirements:  To avoid  federal  excise  taxes,  the
Internal  Revenue Code requires a fund to distribute to shareholders by December
31 of each year, at a minimum the following amounts: 98% of its taxable ordinary
income earned during the twelve month period ending  October 31, and 100% of any
undistributed  amounts from the prior year.  The Fund intends to declare and pay
these  amounts  in  December  (or in  January  which  must be  treated by you as
received in December) to avoid these excise  taxes,  but can give no  assurances
that its distributions will be sufficient to eliminate all taxes.

Redemption of Fund shares:  Redemption  and exchanges of Fund shares are taxable
transactions  for  federal  and state  income  tax  purposes.  If you  redeem or
exchange your Fund shares for shares of a different fund within the Company, the
IRS will require that you report a gain or loss on your  redemption or exchange.
The gain or loss that you  realize  will be  either a  long-term  or  short-term
capital  gain or loss  depending  on how  long you held  your  shares.  Any loss
incurred  on the  redemption  or  exchange of shares held for six months or less
will be  treated as a  long-term  capital  loss to the  extent of any  long-term
capital gains distributed to you by the Fund on those shares.

All or a portion of any loss that you realize upon the  redemption  of your Fund
shares will be  disallowed  to the extent that you buy other shares in such Fund
(through  reinvestment of dividends or otherwise) within 30 days before or after
your share  redemption.  Any loss disallowed  under these rules will be added to
your tax basis in the new shares you purchase.

U.S.  government  obligations:  Many states grant tax-free  status to
dividends   paid   to   shareholders    from   interest   earned   on
direct   obligations  of  the  U.S.   government,   subject  in  some
states to minimum investment requirements that must
be met by the  Fund.  Investments  in  Government  National  Mortgage
Association    or    Federal    National     Mortgage     Association
securities,    bankers'    acceptances,    commercial    paper    and
repurchase    agreements    collateralized    by   U.S.    government
securities   do  not  generally   qualify  for  tax-free   treatment.
The  rules  on   exclusion   of  this   income  are   different   for
corporations.

Dividends  received  deduction  for  corporations:  Because  the  Fund's  income
includes corporate dividends, if the shareholder is a corporation,  a portion of
its  distributions  may  qualify  for  the   intercorporate   dividends-received
deduction. You will be permitted in some circumstances to deduct these qualified
dividends,  thereby reducing the tax that you would otherwise be required to pay
on these dividends. The dividends-received deduction will be available only with
respect to dividends designated by the Fund as eligible for such treatment.  All
dividends  (including the deducted portion) must be included in your alternative
minimum taxable income calculations.

Investment  in complex  securities:  The Fund may invest in complex  securities,
such as  original  issue  discount  obligations,  the shares of passive  foreign
investment  companies and others.  These  investments may be subject to numerous
special and complex tax rules. These rules could affect whether gains and losses
recognized  by the  Fund  are  treated  as  ordinary  income  or  capital  gain,
accelerate the recognition of income to the Fund and/or defer the Fund's ability
to recognize  losses,  and, in limited cases,  subject the Fund to U.S.  federal
income tax on income from  certain of its  foreign  securities.  In turn,  these
rules may affect the amount,  timing or character of the income  distributed  to
you by the Fund.

INVESTMENT PERFORMANCE

For purposes of quoting and  comparing  the  performance  of the Fund to that of
other mutual funds and to relevant  indices,  in advertisements or in reports to
shareholders,  The Fund states  performance  in terms of total  return or yield.
Both "total return" and "yield" figures are based on the historical  performance
of the Fund,  show the  performance  of a  hypothetical  investment  and are not
intended to indicate future performance.

YIELD INFORMATION

From time to time, the Fund may advertise a yield figure. A portfolio's yield is
a way of showing the rate of income the portfolio  earns on its investments as a
percentage of the  portfolio's  share price.  Under the rules of the SEC,  yield
must be calculated according to the following formula:
                              6
           YIELD = 2[(A-B + 1) -1]
                      ---
                       CD

      Where:
A     =    dividends and interest earned during the period.
B     =    expenses    accrued    for   the   period   (net   of
           reimbursements).
C     =    the average  daily number of shares  outstanding  during the period
           that were entitled to receive dividends.
D     =    the maximum offering price per share on the last day of the period.

A fund's  yield,  as used in  advertising,  is computed  by dividing  the fund's
interest and dividend income for a given 30-day period, net of expenses,  by the
average number of shares  entitled to receive  distributions  during the period,
dividing  this  figure by a fund's  net asset  value  ("NAV")  at the end of the
period and annualizing the result  (assuming  compounding of income) in order to
arrive at an annual  percentage rate. Income is calculated for purposes of yield
quotations in accordance with standardized  methods  applicable to all stock and
bond mutual funds. Dividends from equity investments are treated as if they were
accrued on a daily  basis,  solely for the  purposes of yield  calculations.  In
general,  interest  income is reduced with respect to bonds trading at a premium
over their par value by  subtracting  a portion of the premium  from income on a
daily  basis,  and is increased  with respect to bonds  trading at a discount by
adding a portion  of the  discount  to daily  income.  Capital  gains and losses
generally are excluded from the calculation.  Income  calculated for the purpose
of  calculating  a fund's  yield  differs  from income as  determined  for other
accounting  purposes.  Because of the different  accounting  methods  used,  and
because of the compounding assumed in yield calculations, the yield quoted for a
fund may  differ  from the rate of  distributions  the fund  paid  over the same
period or the rate of income reported in the fund's financial statements.

TOTAL RETURN PERFORMANCE

Under the rules of the SEC,  fund  advertising  performance  must include  total
return quotes, "T" below, calculated according to the following formula:
             n
      P(1+ T) = ERV

      Where:

P      =  a hypothetical  initial payment $1,000
T      =  average annual total return
n      =  number  of  years  (l,  5 or 10)
ERV    =  ending  redeemable  value of a hypothetical $1,000
          payment  made at the  beginning  of the 1, 5 or 10 year  periods  (or
          fractional portion thereof).

The average annual total return will be calculated  under the foregoing  formula
and the time  periods  used in  advertising  will be based on  rolling  calendar
quarters, updated to the last day of the most recent quarter prior to submission
of the advertising for publication,  and will cover prescribed periods. When the
period since  inception is less than one year,  the total return  quoted will be
the aggregate return for the period. In calculating the ending redeemable value,
all dividends and  distributions by the Fund are assumed to have been reinvested
at NAV as  described  in the  prospectus  on the  reinvestment  dates during the
period.  Total return,  or "T" in the formula above,  is computed by finding the
average  annual  compounded  rates of return  over the  prescribed  periods  (or
fractional  portions  thereof) that would equate the initial amount  invested to
the ending redeemable value.

The Fund may also from time to time  include in such  advertising  an  aggregate
total  return  figure or an  average  annual  total  return  figure  that is not
calculated  according  to the formula  set forth above in order to compare  more
accurately the Fund's  performance with other measures of investment return. The
Fund may quote an aggregate  total return  figure in comparing  the Fund's total
return  with data  published  by Lipper  Analytical  Services,  Inc. or with the
performance  of various  indices  including,  but not  limited to, the Dow Jones
Industrial Average,  the Standard & Poor's 500 Stock Index, Russell Indices, the
Value Line Composite  Index,  the Lehman  Brothers Bond,  Government  Corporate,
Corporate  and  Aggregate  Indices,  Merrill  Lynch  Government & Agency  Index,
Merrill Lynch Intermediate  Agency Index,  Morgan Stanley Capital  International
Europe,  Australia,  Far East Index or the Morgan Stanley Capital  International
World Index.  For such purposes,  the Fund calculates its aggregate total return
for the specified periods of time by assuming the investment of $1,000 in shares
of the Fund and assuming the reinvestment of each dividend or other distribution
at NAV  on  the  reinvestment  date.  Percentage  increases  are  determined  by
subtracting  the initial  value of the  investment  from the ending value and by
dividing the remainder by the beginning  value.  To calculate its average annual
total return,  the aggregate  return is then  annualized  according to the SEC's
formula for total return quotes outlined above.

The Fund  may also  advertise  the  performance  rankings  assigned  by  various
publications and statistical services, including but not limited to, SEI, Lipper
Mutual Fund Performance  Analysis,  Intersec Research Survey of Non-U.S.  Equity
Fund Returns, Frank Russell International Universe, and any other data which may
be reported from time to time by Dow Jones & Company,  Morningstar,  Inc., Chase
Investment Performance, Wilson Associates, Stanger, CDA Investment Technologies,
Inc., the Consumer Price Index ("CPI"), The Bank Rate Monitor National Index, or
IBC/Donaghue's  Average  U.S.  Government  and Agency,  or as appears in various
publications,  including  but not limited to, The Wall Street  Journal,  Forbes,
Barron's Fortune, Money Magazine, The New York Times, Financial World, Financial
Services Week, USA today and other national or regional publications.

FINANCIAL INFORMATION

You can receive free copies of reports,  request other  information  and discuss
your  questions  about  GenomicsFund.com  (the  "Fund") by  contacting  the Fund
directly at:

                THE WORLD FUNDS, INC.
                1500 Forest Avenue, Suite 223
                Richmond, Virginia  23229
                TELEPHONE: 1-800-527-9525
                E-MAIL:  [email protected]



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