WORLD FUNDS INC /MD/
497, 2000-05-05
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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

May 5, 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(c)

Gentlemen:

Transmitted herewith for electronic filing on behalf of The World Funds, Inc.
(the "Company") please find enclosed, pursuant to Rule 497(c) under the
Securities Act of 1933, as amended, a copy of the Prospectus and Statement of
Additional Information of the Global e Fund series of the Company dated
May 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>


THE WORLD FUNDS, INC.

Global e-Fund

PROSPECTUS

Prospectus Dated May 1, 2000


This  Prospectus  describes  Global e-Fund (the  "Fund"),  a series of The World
Funds,  Inc. (the "Company").  A series fund offers you a choice of investments,
with each series having its own investment  objective and a separate  portfolio.
The Fund seeks capital appreciation by investing in a non-diversified  portfolio
of equity securities.

As with all mutual funds,  the U.S.  Securities and Exchange  Commission has not
approved  or  disapproved  these  securities  or  passed  upon the  accuracy  or
completeness of this Prospectus. It is a criminal offense to suggest otherwise.

<PAGE>

RISK RETURN SUMMARY

Investment Objective:   Capital appreciation

Principal Investment
 Strategies:            The Fund will seek to achieve its  investment  objective
                        by investing in a non-diversified  portfolio  consisting
                        primarily of equity securities,  securities  convertible
                        into common stock and warrants of companies  principally
                        engaged in Internet and Internet-related businesses.

                        A company is considered  principally engaged in Internet
                        or  Internet-related  business  if it is  engaged in the
                        research, design, development,  manufacturing or engaged
                        to a significant  extent in the business of distributing
                        products,   processes  or  services  for  use  with  the
                        Internet or Intranet related businesses.

                        Under normal market conditions,  the Fund will invest at
                        least  65% of its  assets  in  securities  of  companies
                        located outside of the United States principally engaged
                        in Internet and Internet  related  businesses.  The Fund
                        intends  to  invest  its  assets in many  countries  and
                        normally will have business  activities of not less than
                        three  (3)  different   countries   represented  in  its
                        portfolio.

Principal Risks:        The principal risk of investing in the Fund is that
                        the value of its investments  are  subject  to  market,
                        economic and business risk that may cause the Net Asset
                        Value ("NAV") to fluctuate over time. Therefore,  the
                        value of your  investment in the Fund could decline.
                        There is no assurance  that the  investment  adviser
                        will  achieve the Fund's objective of capital
                        appreciation.

                        Investments in foreign  countries may involve
                        financial,  economic or political risks that are not
                        ordinarily associated with U. S. securities.  Hence, the
                        Fund's NAV may be  affected by changes in exchange rates
                        between  foreign currencies  and the  U.S.  dollar,
                        different  regulatory  standards,  less liquidity and
                        increased  volatility, taxes and adverse social or
                        political developments.  Foreign  companies  are not
                        generally  subject  to the same accounting,  auditing
                        and  financial  reporting  standards as are domestic
                        companies.  Therefore,  there  may be less  information
                        available  about a foreign company than there is about
                        a domestic company.

                        The Fund may also invest in securities of companies
                        in emerging and  developing  markets.  In addition to
                        the typical risks that are associated  with  investing
                        in  foreign  countries,   companies  in  developing
                        countries generally do not have lengthy operating
                        histories. Consequently, these markets may be subject
                        to more substantial volatility and price fluctuation
                        than securities traded in more developed markets.

                        The Fund may invest in shares of closed-end  investment
                        companies which invest in securities that are consistent
                        with  the  Fund's  objective  and strategies.  By
                        investing in other investment companies the Fund
                        indirectly pays a portion of the expenses and  brokerage
                        costs of these companies as well as its own expenses.

                        The Fund may invest in companies with small market
                        capitalization  (i.e., less than $250 million) or
                        companies that have relatively small revenues, limited
                        product lines, and a small share of the market for their
                        products or services (collectively, "small companies").
                        Small  companies may suffer  significant  losses,  as
                        well  as  realize  substantial  growth.  Thus,
                        securities of small  companies  present greater risks
                        than securities of larger, more established companies.

                        Historically,  stocks of small  companies have been more
                        volatile than stocks of larger companies and are,
                        therefore, more speculative than investments in larger
                        companies.

                        The Fund operates as a non-diversified fund. As such the
                        Fund may invest a larger  portion of its assets in fewer
                        securities.  This may  cause  the  market  action of the
                        Fund's  larger  portfolio  positions  to have a  greater
                        impact  on  the  Fund's  NAV,   which  could  result  in
                        increased volatility.

                        An  investment  in the Fund is not a bank deposit and is
                        not  insured  or  guaranteed  by  the  Federal   Deposit
                        Insurance  Corporation  ("FDIC") or any other government
                        agency.

Investor Profile:       You may want to invest in the Fund if you are seeking
                        capital appreciation and  are willing to accept share
                        prices that may fluctuate, sometimes significantly, over
                        the short-term.  The  Fund may be particularly suitable
                        for you if you wish to take advantage of  opportunities
                        in the securities markets located outside of the U.S.
                        You should not invest in the Fund if you are not willing
                        to accept the risks associated with investing in foreign
                        countries.  The Fund will not be appropriate if you are
                        seeking current income or are seeking safety of
                        principal.

Performance
  Information:          Because the Fund is new, it does not have historical
                        performance data and is not presenting historical
                        information at this time.

FEES AND EXPENSES

The following table describes the fees and expenses that you may pay directly or
indirectly in connection  with an investment in the Fund.  The annual  operating
expenses,  which  cover  the  costs of  investment  management,  administration,
accounting and shareholder communications,  are shown as an annual percentage of
the Fund's average daily net assets.

Shareholder Transaction Fees (fees paid directly from your investment)
- --------------------------------------------------------------------------------

Maximum Sales Charge (load) Imposed on Purchases                5.50%
Sales Charge (load) Imposed on Reinvested Dividends             None
Redemption Fees (1)                                             None
Exchange Fees (2)                                               None

Estimated Annual Operating Expenses
(expenses that are deducted from Fund assets)
- --------------------------------------------------------------------------------

Management Fee                                                  1.25%
Distribution and Service (12b-1) Fees                           0.50%
Other Operating Expenses                                        1.74%
                                                                -----
Total Annual Fund Operating Expenses                            3.49% (3)

(1)   A  shareholder  electing  to redeem  shares by  telephone  request  may be
      charged $10 for each such redemption request.

(2)   A shareholder may be charged a $10 fee for each telephone exchange.

(3)   In the interest of limiting  expenses of the Fund, Global Assets Advisors,
      Inc. (the  "Adviser")  has entered into a contractual  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  for the
      first three years following commencement of operations so that the total
      annual  operating expenses for the Fund are limited to 3.49%.

The purpose of these tables is to assist investors in understanding  the various
costs and expenses that they will bear directly or indirectly.

EXAMPLE:

The following  expense  example shows the expenses that you could pay over time.
It will help you  compare  the costs of  investing  in the Fund with the cost of
investing in other mutual funds.  The example assumes that you invest $10,000 in
the Fund and then redeem all of your shares at the end of the periods indicated.
The example  assumes  that you earn a 5% annual  return,  with no change in Fund
expense  levels.  Because  actual  return and expenses  will be  different,  the
example is for comparison only.

Based on these assumptions, your costs would be:

                                1 Year          3 Years
                                ------          -------

Total expenses                 $ 882            $1,562

Costs are an important  consideration  in choosing a mutual  fund.  Shareholders
indirectly  pay the  costs  of  operating  a fund,  plus any  transaction  costs
associated with buying and selling the securities a fund holds. These costs will
reduce a portion of the gross income or capital  appreciation  a fund  achieves.
Even small  differences  in these  expenses can,  over time,  have a significant
effect on a fund's performance.

OBJECTIVES AND  STRATEGIES
The  Fund's  investment  objective  is  to  achieve  capital  appreciation.  The
Fundseeks to achieve its objective by investing in common stocks and  securities
that  are   convertible   into  common   stocks  and   warrants.   Under  normal
circumstances,  the  Fund  will  invest  at least  65% of its  total  assets  in
securities of companies which are  principally  engaged in Internet and Internet
related  businesses  which are:  located outside of the U.S.; have a majority of
their  operations  outside the U.S.; or have  securities  primarily  traded on a
foreign  exchange.  The Fund may select its investments from companies which are
listed on a  securities  exchange or from  companies  whose  securities  have an
established over-the-counter market, and may make limited investments in "thinly
traded" securities.

The Fund is not limited to  investing  in  securities  of companies of any size.
Using a  combination  of  top-down/bottom-up  investment  approach,  the Adviser
analyzes  foreign  countries in relation to the United States to determine their
level of Internet  "Evolution" . When  selecting  investments  for the Fund, the
Adviser will seek to identify Internet  companies that it believes are likely to
benefit from new or innovative products,  services or processes that can enhance
the companies' prospects for future earnings growth. Some of these companies may
not have an  established  history of revenue or earnings at the time of purchase
and any dividend income is likely to be incidental.

The value of this type of company is particularly vulnerable to rapidly changing
technology and relatively  high risks of  obsolescence  caused by scientific and
technological  advances.  The  economic  prospects  of  Internet  companies  can
dramatically  fluctuate  due to  the  competitive  environment  in  which  these
companies  operate.  Therefore,  the Fund may experience greater volatility than
funds whose portfolio are not subject to these types of risks.

The Fund intends to invest its assets in many  countries  and normally will have
business activities of not less than three (3) different  countries  represented
in its portfolio.  The securities the Fund purchases may not always be purchased
on the principal market. For example,  American Depositary Receipts ("ADRs") may
be purchased if trading  conditions and liquidity make them more attractive than
the underlying security.

The Fund may purchase and sell options,  although it does not intend to do so at
this time.

RISKS

The Fund's  investments  in foreign  securities  may involve  risks that are not
ordinarily associated with U.S. securities.  Foreign companies are not generally
subject to the same accounting,  auditing and financial  reporting  standards as
are domestic companies. Therefore, there may be less information available about
a foreign company than there is about a domestic  company.  Certain countries do
not honor legal rights enjoyed in the U.S. In addition, there is the possibility
of expropriation or confiscatory taxation,  political or social instability,  or
diplomatic developments, which could affect U.S. investments in those countries.
Many foreign  securities markets have substantially less trading volume than the
U.S.  markets,  and securities of some foreign  issuers are less liquid and more
volatile  than  securities  of domestic  issuers.  These  factors  make  foreign
investment  more expensive for U.S.  investors.  Mutual funds offer an efficient
way for  individuals to invest abroad,  but the overall expense ratios of mutual
funds that invest in foreign  markets  are  usually  higher than those of mutual
funds that invest only in U.S. securities.

The Fund is subject to stock market risk.  Stock market risk is the  possibility
that stock prices overall will decline over short or long periods. Because stock
prices tend to fluctuate,  the value of your investment in the Fund may increase
or decrease.  The Fund's investment  success depends on the skill of the Adviser
in evaluating,  selecting and monitoring the portfolio  assets. If the Adviser's
conclusions about growth rates or securities values are incorrect,  the Fund may
not perform as anticipated.

In addition to common stocks and  securities  that are  convertible  into common
stocks, the Fund may invest in shares of closed-end  investment  companies which
invest  in  securities  that  are  consistent  with  the  Fund's  objective  and
strategies.  By investing in other investment companies the Fund indirectly pays
a portion of the expenses and brokerage  costs of these companies as well as its
own  expenses.  Also,  federal and state  securities  laws impose limits on such
investments,  which may affect the ability of the Fund to purchase or sell these
shares.

The Fund may invest in companies with small market  capitalization  (i.e.,  less
than $250 million) or companies that have  relatively  small  revenues,  limited
product  lines,  and a small share of the market for their  products or services
(collectively, "small companies"). Small companies are also characterized by the
following:  (1) they may lack  depth of  management;  (2) they may be  unable to
internally  generate funds  necessary for growth or potential  development or to
generate such funds through external  financing on favorable terms; and (3) they
may be  developing  or marketing  new products or services for which markets are
not yet  established  and may never become  established.  Due to these and other
factors,  small  companies  may suffer  significant  losses,  as well as realize
substantial  growth.  Thus,  securities of small companies present greater risks
than securities of larger, more established companies.

Historically,  stocks of small  companies have been more volatile than stocks of
larger companies and are, therefore, more speculative than investments in larger
companies. Among the reasons for the greater price volatility are the following:
(1) the less certain growth prospects of smaller companies; (2) the lower degree
of liquidity in the markets for such stocks; and (3) the greater  sensitivity of
small companies to changing  economic  conditions.  Besides  exhibiting  greater
volatility,  small company stocks may, to a degree,  fluctuate  independently of
larger  company  stocks.  Small  company  stocks  may  decline in price as large
company  stocks rise,  or rise in price as large  company  stocks  decline.  You
should  therefore  expect that the value of Fund shares to be more volatile than
the shares of mutual fund investing primarily in larger company stocks.

OTHER PRINCIPAL RISKS

Non-diversification; Industry concentration

The Fund is  non-diversified  under the  Investment  Company  Act of 1940 ("1940
Act"). Under the 1940 Act, the Fund may invest its assets in the securities of a
smaller number of investors.  In addition,  the Fund may invest more than 25% of
its assets in what may be considered a single industry sector or several closely
related industries. Accordingly, the Fund may be more susceptible to the effects
of adverse  economic,  political or regulatory  developments  affecting a single
issuer or industry sector than funds that diversify to a greater extent.

Emerging and Developing Markets

A Fund's  investments  in emerging and developing  countries  involve those same
risks that are  associated  with foreign  investing  in general (see above).  In
addition to those  risks,  companies  in such  countries  generally  do not have
lengthy operating histories. Consequently, theses markets may be subject to more
substantial volatility and price fluctuations than securities that are traded on
more developed markets.

Depositary Receipts

The Fund may invest  indirectly in securities  through sponsored and unsponsored
American Depositary  Receipts ("ADRs"),  Global Depositary Receipts ("GDRs") and
other types of Depositary Receipts (collectively  "Depositary Receipts"), to the
extent such Depositary  Receipts become available.  ADRs are Depositary Receipts
typically  issued  by a U.S.  bank or  trust  company  evidencing  ownership  of
underlying foreign  securities.  GDRs and other types of Depositary Receipts are
typically issued by foreign banks or trust companies,  although they also may be
issued by U.S.  banks or trust  companies,  evidencing  ownership of  underlying
securities issued by either a foreign or a United States corporation. Depositary
Receipts  may  not  necessarily  be  denominated  in the  same  currency  as the
underlying  securities  into which they may be  converted.  For  purposes of the
Fund's investment policies, investments in Depositary Receipts will be deemed to
be investments in the underlying securities.

In  addition to the risks of foreign  investment  applicable  to the  underlying
securities,  unsponsored  ADRs may also be subject to the risks that the foreign
issuer may not be  obligated to cooperate  with the U.S.  bank,  may not provide
additional financial and other information to the bank or the investor,  or that
such  information  in the U.S.  market may not be current.  Please  refer to the
Statement of Additional Information for more information on ADRs.

European Currency

Several  European  countries  are  participating  in the  European  Economic and
Monetary Union,  which  established a common European currency for participating
countries.  This currency is commonly  known as the "Euro".  Each  participating
country  replaced  its  existing  currency  with the Euro as of January 1, 1999.
Additional European countries may elect to participate in the common currency in
the future.  The conversion  presents  unique  uncertainties,  including,  among
others:  (1)  whether the  payment  and  operational  systems of banks and other
financial  institutions  will  function  properly;  (2) how certain  outstanding
financial  contracts that refer to existing currencies rather than the Euro will
be treated legally;  (3) how exchange rates for existing currencies and the Euro
will be  established;  and (4) how  suitable  clearing  and  settlement  payment
systems  for the Euro  will be  managed.  If  either  of the  Funds  invests  in
securities  of  countries  that have  converted  to the Euro or  convert  in the
future,  the Fund  could be  adversely  affected  if these  uncertainties  cause
adverse effects on these securities.  To date the conversion of the Euro has had
negligible impact on the operations and investment returns of the Funds.

Portfolio Turnover

Although the Fund does not generally intend to invest for the purpose of seeking
short-term  profits,  the Fund's  investments may be changed when  circumstances
warrant,  without  regard to the length of time a  particular  security has been
held. It is expected that the Fund will have an annual  portfolio  turnover rate
that will generally not exceed 100%. A 100% turnover rate would occur if all the
Fund's portfolio investments were sold and either repurchased or replaced within
a year. A high turnover rate (100% or more) results in  correspondingly  greater
brokerage  commissions and other  transactional  expenses which are borne by the
Fund.  High portfolio  turnover may result in the  realization of net short-term
capital  gains by the Fund which,  when  distributed  to  shareholders,  will be
taxable as ordinary income.

Temporary Defensive Positions

When the Adviser  believes  that  investments  should be deployed in a temporary
defensive posture because of economic or market conditions,  the Fund may invest
up to 100% of its assets in U.S. Government securities (such as bills, notes, or
bonds of the U.S.  Government  and its agencies) or other forms of  indebtedness
such as bonds,  certificates of deposits or repurchase agreements (for the risks
involved in repurchase agreements see the Statement of Additional  Information).
For temporary  defensive  purposes,  the Fund may hold cash or debt  obligations
denominated  in U.S.  dollars or  foreign  currencies.  These  debt  obligations
include U.S. and foreign  government  securities and investment  grade corporate
debt securities,  or bank deposits of major international  institutions.  When a
Fund  is in a  temporary  defensive  position,  it is not  pursuing  its  stated
investment  policies.  The Adviser  decides  when it is  appropriate  to be in a
defensive  position.  It is  impossible  to predict for how long such  defensive
strategies will be utilized.

MANAGEMENT ORGANIZATION AND CAPITAL STRUCTURE

Investment  Adviser - Global Assets Advisors,  Inc. (the "Adviser")  manages the
investment  of the  assets  of the  Fund  pursuant  to the  Investment  Advisory
Agreement  (the  "Advisory  Agreement").  The address of the Adviser is 250 Park
Avenue South, Suite 200, Winter Park, Florida 32789.

Mr.  Michael  M.  Ward is the  Portfolio  Manager  of the Fund  since  it's
inception on  May 1,  2000. Mr. Ward, a Chartered  Financial  Analyst
(CFA),  has been Vice President and Director of Equity Research at International
Assets Advisory  Corporation  ("IAAC") since 1997. IAAC originated and maintains
the "NETDEX", an index of international internet companies.  As a portfolio
manager of the Adviser, Mr. Ward manages and/or oversees more than $50 million
in global investments for a wide variety of clients.  Prior to joining IAAC, he
was a Financial Analyst at Grande Journeys and a  consultant with Winter Park
Capital  Assets.  Mr. Mido Shammaa and Mr. Stefan Spath are Assistant Portfolio
Managers of the Fund since its inception.  Mr. Shammaa,  regional strategist
for Asia and Internet analyst, joined IAAC in 1998. He specializes in the
equity analysis of both developed and emerging  markets  securities  in
Southeast  Asia and the Pacific Rim.  Prior to joining  IAAC,  Mr.  Shammaa
worked in the Risk  Management  division  of Banco Popular.  At Banco Popular,
Mr. Shammaa helped develop financial products and quantitative  risk  management
tools.  Mr.  Spath joined  IAAC  in  1997  and specializes in international
securities  analysis,  global macroeconomics  and geo-political  risk.  Prior to
his work at IAAC,  Mr.  Spath  was an investment analyst with RMC Group plc, a
British  conglomerate.  Mr. Spath was  responsible for all capital budgeting and
investment analysis for international projects.

Under the Advisory  Agreement,  the Adviser  provides  the Fund with  investment
management services,  subject to the supervision of the Board of Directors,  and
with office  space,  and pays the  ordinary  and  necessary  office and clerical
expenses relating to investment research,  statistical analysis,  supervision of
the Fund's portfolio and certain other costs. The Adviser also bears the cost of
fees, salaries and other remuneration of The World Funds' directors, officers or
employees who are officers,  directors, or employees of the Adviser. The Fund is
responsible  for all other  costs and  expenses,  such as, but not  limited  to,
brokerage  fees and  commissions  in  connection  with the  purchase and sale of
securities, legal, auditing,  bookkeeping and record keeping services, custodian
and transfer  agency fees and fees and other costs of registration of the Fund's
shares for sale under various state and federal securities laws.

Under the Advisory  Agreement,  the monthly  compensation paid to the Adviser is
accrued  daily at an annual  rate of 1.25% on the first $500  million of average
net assets;  1.00% on average net assets in excess of $500  million and not more
than $1  billion;  and 0.75% on average  net assets over 1 billion of the Fund's
average daily net assets. These fees are higher than those charged by most other
investment companies, but are comparable to investment companies with investment
objectives  and  policies  similar  to  the  Fund's  investment  objectives  and
policies.

Although the Adviser has not previously served as the investment  adviser for an
open-end investment company, it has served as the adviser to The Global Internet
Trust, a unit investment trust  registered  under the Investment  Company Act of
1940 that is invested in a portfolio of global internet securities.

In the  interest of  limiting  the  expense  ratio 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 ratio of total  annual  operating  expenses for the Fund is
limited  to  3.49%.  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 Board of Directors.

SHAREHOLDER INFORMATION

The Fund's share price,  called its NAV per share, is determined as of the close
of trading on the New York Stock Exchange ("NYSE")  (currently 4:00 p.m. Eastern
Time) on each business day  ("Valuation  Time") that the NYSE is open. As of the
date of this  prospectus,  the  Fund is  informed  that the  NYSE  observes  the
following holidays: New Year's Day, Martin Luther King Jr. Day, Presidents' Day,
Good Friday,  Memorial Day,  Independence  Day, Labor Day,  Thanksgiving Day and
Christmas Day. NAV per share is computed by adding the total value of the Fund's
investments  and other assets,  subtracting any liabilities and then dividing by
the total number of shares outstanding.

Shares are bought at the public offering price per share next determined after a
request has been  received in proper  form.  Shares are sold or exchanged at the
NAV per share next determined  after a request has been received in proper form.
Any request received in proper form before the Valuation Time, will be processed
the same business  day. Any request  received in proper form after the Valuation
Time, will be processed the next business day.

The Fund's  securities  are  valued at current  market  prices.  Investments  in
securities traded on the national securities exchanges or included in the NASDAQ
National  Market  System  are  valued at the last  reported  sale  price.  Other
securities traded in the over-the-counter market and listed securities for which
no sales are  reported  on a date are  valued at the last  reported  bid  price.
Short-term debt  securities  (less than 60 days to maturity) are valued at their
fair market value using amortized cost. Other assets for which market prices are
not readily available are valued at their fair value as determined in good faith
under  procedures  set by the Board of  Directors.  Depositary  receipts will be
valued at the  closing  price of the  instrument  last  determined  prior to the
Valuation  Time  unless  the  Company  is aware of a  material  change in value.
Securities  for which such a value cannot be readily  determined on any day will
be valued at the  closing  price of the  underlying  security  adjusted  for the
exchange rate. The value of a foreign  security is determined as of the close of
trading on the  foreign  exchange  on which it is traded or as of the  scheduled
close of trading on the NYSE,  whichever is earlier.  Portfolio  securities that
are listed on foreign  exchanges  may  experience a change in value on days when
shareholders  will  not be  able to  purchase  or  redeem  shares  of the  Fund.
Generally,  trading in corporate  bonds,  U.S.  government  securities and money
market  instruments is substantially  completed each day at various times before
the scheduled close of the NYSE. The value of these securities used in computing
the NAV is determined as of such times.

PURCHASING SHARES

Shares of the Fund may be purchased directly from International  Assets Advisory
Corporation  ("IAAC" or the "Distributor") or through brokers or dealers who are
members of the National Association of Securities Dealers, Inc. When an investor
acquires shares of the Fund from a securities broker-dealer, the investor may be
charged a transaction fee by that broker-dealer.  The minimum initial investment
in the Fund is $1,000 and additional investments must be $50 or more.

The public  offering  price is normally  the  share's NAV plus an initial  sales
charge.  However,  if you purchase  shares in amounts over a certain level,  the
initial sales charge may be reduced, as the chart below shows. The Fund reserves
the right to refuse to accept an order in  certain  circumstances,  such as, but
not limited to,  orders from  short-term  investors  such as market  timers,  or
orders without proper documentation.

                              Sales Charge as a Percentage of
Amount of Purchase            -------------------------------  Dealer Discount
At the Public                       Offering   Net Amount      as Percentage of
Offering Price                      Price      Invested        Offering Price
- ---------------                     --------   ----------      -----------------
$1,000 but under $25,000            5.50%      5.82%           5.00%
$25,000 but under $50,000           5.25%      5.54%           4.75%
$50,000 but under $100,000          4.50%      4.71%           4.00%
$100,000 but under $250,000         3.50%      3.63%           3.25%
$250,000 but under $500,000         2.50%      2.56%           2.25%
$500,000 but under $1 million       1.50%      1.52%           1.25%
$1 Million or more                  0.00%      0.00%           0.00%

The Fund will waive any sales  charge  arising  from the purchase of shares by a
director,  officer or employee of the Fund or of service  providers  to the Fund
and their immediate family or trusts for their benefit.

Plan of Distribution - The Fund has a Plan of Distribution or "12b-1 Plan" under
which it may finance activities primarily intended to sell shares,  provided the
categories  of expenses are approved in advance by the Board of Directors of the
Company and the expenses paid under the Plan were incurred  within the preceding
12 months and accrued while the Plan is in effect.

Right  of  Accumulation  -  Pursuant  to the  Right of  Accumulation  privilege,
investors are permitted to purchase shares at the sales charge applicable to the
total of (a) the dollar amount then being  purchased plus (b) an amount equal to
the then current public offering price of the purchaser's  combined  holdings of
shares of the Fund previously  purchased.  To receive the Right of Accumulation,
shareholders  must,  at the time of  purchase,  give the  Transfer  Agent or the
Distributor  sufficient  information to permit confirmation of qualification for
such right.

Statement  of  Intention - A reduced  sales  charge as set forth  above  applies
immediately  to all  purchases  where the  investor  has executed a Statement of
Intention  calling  for the  purchase  within a  13-month  period  of an  amount
qualifying for the reduced sales charge. The investor must actually purchase the
amount  stated in such  statement to avoid later paying the full sales charge on
shares that are purchased.  For a description of the Statement of Intention, see
the Statement of Additional Information.

Purchases by Mail - For initial purchases,  the account  application form, which
accompanies  the  prospectus,  should be  completed,  signed  and mailed to Fund
Services,  Inc.  (the  "Transfer  Agent")  at 1500  Forest  Avenue,  Suite  111,
Richmond,  Virginia  23229,  together with your check  payable to the Fund.  For
subsequent  purchases,  include with your check the  tear-off  stub from a prior
purchase  confirmation,  or  otherwise  identify  the name(s) of the  registered
owner(s) and social security number(s).

Investing by Wire - You may purchase  shares by requesting your bank to transmit
by wire  directly  to the  Transfer  Agent.  To invest by wire,  please call the
Transfer Agent for instructions at 800-628-4077,  then notify the Distributor by
calling  800-432-0000.  Your bank may charge  you a small fee for this  service.
Once you have arranged to purchase shares by wire,  please complete and mail the
account  application  form promptly to the Transfer Agent.  This  application is
required to complete the Fund's records. You will not have access to your shares
until the Fund's records are complete. Once your account is opened, you may make
additional  investments  using the wire procedure  described  above.  Be sure to
include your name and account number in the wire  instructions  you provide your
bank.

REDEEMING SHARES

You may redeem your  shares at any time and in any amount by mail or  telephone.
For your protection, the Transfer Agent will not redeem your shares until it has
received all the  information  and  documents  necessary  for your request to be
considered in proper order (see  "Signature  Guarantees").  You will be notified
promptly  by the  Transfer  Agent if your  redemption  request  is not in proper
order.

The  Company's  procedure is to redeem  shares at the NAV  determined  after the
Transfer Agent receives the redemption request in proper order.  Payment will be
made  promptly,  but no later than the seventh day  following the receipt of the
request in proper order.  The Company may suspend the right to redeem shares for
any period during which the NYSE is closed or the U.S.  Securities  and Exchange
Commission determines that there is an emergency.  In such circumstances you may
withdraw  your  redemption  request  or  permit  your  request  to be  held  for
processing after the suspension is terminated.

If you sell shares through a securities dealer or investment professional, it is
such  person's  responsibility  to  transmit  the  order to the Fund in a timely
fashion. Any loss to you resulting from failure to do so must be settled between
you and such person.

Delivery of the proceeds of a  redemption  of shares  purchased  and paid for by
check  shortly  before the receipt of the request may be delayed  until the Fund
determines  that the Transfer  Agent has  completed  collection  of the purchase
check  which  may  take  up to 14  days.  Also,  payment  of the  proceeds  of a
redemption  request for an account for which  purchases were made by wire may be
delayed  until the Fund  receives a  completed  application  for the  account to
permit the Fund to verify the identify of the person  redeeming the shares,  and
to eliminate the need for backup withholding.

Redemption  by Mail - To redeem  shares  by mail,  send a  written  request  for
redemption,  signed  by  the  registered  owner(s)  exactly  as the  account  is
registered.  Certain  written  requests to redeem  shares may require  signature
guarantees.  For  example,  signature  guarantees  may be required if you sell a
large number of shares, if your address of record on the account application has
been changed within the last 30 days, or if you ask that the proceeds to be sent
to a different person or address.  Signature guarantees are used to help protect
you and the Fund.  You can  obtain a  signature  guarantee  from  most  banks or
securities dealers, but not from a Notary Public. Please call the Transfer Agent
at 800-628-4077 to learn if a signature guarantee is needed or to make sure that
it is completed appropriately in order to avoid any processing delays.

Redemption by Telephone - You may redeem your shares by telephone  provided that
you request  this service on your initial  Account  Application.  If you request
this  service  at a later  date,  you must send a written  request  along with a
signature guarantee to the Transfer Agent. Once your telephone  authorization is
in effect,  you may redeem shares by calling the Transfer Agent at 800-628-4077.
There is no charge for  establishing  this service,  but the Transfer Agent will
charge  your  account  a $10  service  fee for each  telephone  redemption.  The
Transfer  Agent may change the amount of this service at any time without  prior
notice.

Redemption  by Wire - If you request that your  redemption  proceeds be wired to
you,  please  call your bank for  instructions  prior to writing or calling  the
Transfer Agent. Be sure to include your name, Fund account number,  your account
number at your bank and wire  information  from  your  bank in your  request  to
redeem by wire.

Signature  Guarantees - To help  protect you and the Fund from fraud,  signature
guarantees are required for: (1) all redemptions  ordered by mail if you require
that the check be payable  to  another  person or that the check be mailed to an
address  other  than the one  indicated  on the  account  registration;  (2) all
requests to transfer the  registration of shares to another owner;  and, (3) all
authorizations to establish or change telephone  redemption service,  other than
through your initial Account Application.

In the case of redemption by mail,  signature  guarantees must appear on either:
(a) the  written  request  for  redemption;  or,  (b) a separate  instrument  of
assignment  (usually referred to as a "stock power") specifying the total number
of shares being  redeemed.  The Company may waive these  requirements in certain
instances.

The following institutions are acceptable signature guarantors: (a) participants
in good standing of the Securities  Transfer Agents Medallion Program ("STAMP");
(b)  commercial  banks  which  are  members  of the  Federal  Deposit  Insurance
Corporation  ("FDIC");  (c) trust  companies;  (d) firms  which are members of a
domestic stock exchange;  (e) eligible guarantor  institutions  qualifying under
Rule  17Ad-15 of the  Securities  Exchange  Act of 1934,  as  amended,  that are
authorized by charter to provide  signature  guarantees  (e.g.,  credit  unions,
securities  dealers and  brokers,  clearing  agencies  and  national  securities
exchanges);  and, (f) foreign  branches of any of the above.  In  addition,  the
Company will guarantee  your  signature if you  personally  visit its offices at
1500 Forest Avenue,  Suite 223,  Richmond,  VA 23229.  The Transfer Agent cannot
honor guarantees from notaries public, savings and loan associations, or savings
banks.

Small  Accounts  - Due  to the  relatively  higher  cost  of  maintaining  small
accounts,  the Fund may deduct $50 per year from your  account or may redeem the
shares in your  account,  if it has a value of less than  $1,000.  The Fund will
advise you in writing  thirty  (30) days  prior to  deducting  the annual fee or
closing your account,  during which time you may purchase  additional  shares in
any amount  necessary  to bring the  account  back to $1,000.  The Fund will not
close your account if it falls below $1,000 solely because of a market  decline.
The  Adviser  and  Distributor  reserve  the  right to waive  this fee for their
clients.

Automatic  Investment  Plan - Existing  shareholders,  who wish to make  regular
monthly  investments in amounts of $100 or more, may do so through the Automatic
Investment  Plan.  Under  the  Plan,  your  designated  bank or other  financial
institution  debits a  pre-authorized  amount from your  account on or about the
15th day of each month and applies the amount to the purchase of shares.  To use
this service,  you must  authorize the transfer of funds by completing  the Plan
section of the account application and sending a blank voided check.

Exchange  Privileges  - You may exchange all or a portion of your shares for the
shares of certain other funds having different investment  objectives,  provided
the shares of the fund you are  exchanging  into are registered for sale in your
state of  residence.  Your  account may be charged $10 for a telephone  exchange
fee.  An exchange is treated as a  redemption  and a purchase  and may result in
realization of a gain or loss on the transaction.

Dividends and Capital Gain Distributions - Dividends from net investment income,
if any, are declared annually.  The Fund intends to distribute  annually any net
capital gains.

Distributions will automatically be reinvested in additional shares,  unless you
elect to have the distributions  paid to you in cash. There are no sales charges
or transaction fees for reinvested dividends and all shares will be purchased at
NAV.  If the  investment  in shares is made  within an IRA,  all  dividends  and
capital gain distributions must be reinvested.

Unless you are investing through a tax deferred retirement  account,  such as an
IRA, it is not to your advantage to buy shares of a fund shortly before the next
distribution,  because  doing so can cost you money in  taxes.  This is known as
"buying a dividend".  To avoid buying a dividend,  check the Fund's distribution
schedule before you invest.

DISTRIBUTIONS AND TAXES

In general,  Fund  distributions are taxable to you as either ordinary income or
capital  gains.  This  is  true  whether  you  reinvest  your  distributions  in
additional  shares of a Fund or receive them in cash.  Any capital  gains a fund
distributes are taxable to you as long-term capital gains no matter how long you
have owned your shares.  Every January,  you will receive a statement that shows
the  tax  status  of   distributions   you  received  for  the  previous   year.
Distributions  declared in  December  but paid in January are taxable as if they
were paid in December.

When you sell  shares of a Fund,  you may have a capital  gain or loss.  For tax
purposes, an exchange of your shares of a Fund for shares of a different fund of
the Company is the same as a sale.  The individual tax rate on any gain from the
sale or exchange of your shares depends on how long you have held your shares.

Fund  distributions  and gains from the sale or  exchange  of your  shares  will
generally be subject to state and local income tax.  Non-U.S.  investors  may be
subject to U.S.  withholding  and estate tax.  You should  consult with your tax
adviser  about the federal,  state,  local or foreign tax  consequences  of your
investment in a Fund.

By law, the Fund must withhold 31% of your taxable  distribution and proceeds if
you do not provide your correct taxpayer  identification number (TIN) or certify
that your TIN is correct, or if the IRS has notified you that you are subject to
backup withholding and instructs the Fund to do so.

DISTRIBUTION ARRANGEMENTS

The Fund is offered  through  financial  supermarkets,  investment  advisers and
consultants,   financial  planners,   brokers,   dealers  and  other  investment
professionals,  and directly through the Distributor.  Investment  professionals
who offer shares may require payments of fees from their individual  clients. If
you invest  through a third party,  the policies and fees may be different  than
those  described  in the  Prospectus.  For  example,  third  parties  may charge
transaction fees or set different minimum investment amounts.

<PAGE>

Information about the Company,  including the SAI, can be reviewed and copied at
the  SEC's  Public  Reference  Room,  450  Fifth  Street  NW,  Washington,  D.C.
Information  about the operation of the Public Reference Room may be obtained by
calling the SEC at 1-202-942-8090.  Reports and other information  regarding the
Fund  are  available  on the  EDGAR  Database  on the  SEC's  Internet  site  at
http://www.sec.gov, and copies of this information may be obtained, after paying
a  duplicating  fee, by  electronic  request at the  following  e-mail  address:
[email protected],  or by writing the Commission's  Public  Reference  Section,
Washington D.C. 20549-0102.

For more information  about the Fund, you may wish to refer to the Company's SAI
dated May 1, 2000 which is on file with the SEC and  incorporated  by  reference
into this  Prospectus.  You can  obtain a free copy of the SAI by writing to The
World Funds, Inc. , 1500 Forest Avenue, Suite 223, Richmond,  Virginia 23229, by
calling toll free (800) 527-9525 or by e-mail at:  [email protected].
General  inquiries  regarding the Fund may also be directed to the above address
or telephone number.

(Investment Company Act File No. 811-8255)



<PAGE>


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

                       STATEMENT OF ADDITIONAL INFORMATION

                                  Global e-Fund

This Statement of Additional Information ("SAI") is not a prospectus.  It should
be read in conjunction with the current  Prospectus of the Global e-Fund,  dated
May 1, 2000.  You may  obtain the  Prospectus  of the Fund,  free of charge,  by
writing to World Funds,  Inc. at 1500 Forest  Avenue,  Suite 223,  Richmond,  VA
23229 or by calling 1-800-527-9525.

The date of this SAI is May 1, 2000.

<PAGE>

TABLE OF CONTENTS                                             PAGE

General Information

Additional Information About The Fund's Investments
Investment Objectives
Strategies and Risks
Investment Programs
        Warrants
        Illiquid Securities
        Depositary Receipts
        Temporary Defensive Positions
        U.S. Government Securities
        Repurchase Agreements
        Restricted Securities
        Options
        Other Investments
Investment Restrictions
Management of the Company
Principal Securities Holders
Investment Adviser and Advisory Agreement
Management-Related Services
Portfolio Transactions
Portfolio  Turnover
Capital  Stock and  Dividends
Dividends  and Distributions
Additional Information about Purchases and Sales
Eligible Benefit Plans
Tax Status
Investment Performance
Financial Information

<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 Globale-Fund
(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 a
"non-diversified" series 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 policies 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

The Fund invests in equity  securities  and securities  convertible  into equity
securities,  such as warrants,  convertible  bonds,  debentures  or  convertible
preferred.

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

Warrants

The Fund may  invest in  warrants.  Warrants  are  options  to  purchase  equity
securities  at a  specific  price for a  specific  period  of time.  They do not
represent  ownership of the securities,  but only the right to buy them.  Hence,
warrants have no voting rights, pay no dividends and have no rights with respect
to the assets of the corporation  issuing them. The value of warrants is derived
solely from capital  appreciation of the underlying equity securities.  Warrants
differ from call options in that the  underlying  corporation  issues  warrants,
whereas call options may be written by anyone.

Illiquid  Securities

The Fund may invest up to 15% of its net assets in illiquid securities. For this
purpose, 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.

Depositary Receipts

American  Depositary Receipts ("ADRs") are receipts typically issued in the U.S.
by a bank  or  trust  company  evidencing  ownership  of an  underlying  foreign
security.  The Fund may  invest in ADRs  which  are  structured  by a U.S.  bank
without the  sponsorship of the underlying  foreign  issuer.  In addition to the
risks of  foreign  investment  applicable  to the  underlying  securities,  such
unsponsored  ADRs may also be subject to the risks that the  foreign  issuer may
not be obligated to cooperate  with the U.S.  bank,  may not provide  additional
financial  and  other  information  to the bank or the  investor,  or that  such
information in the U.S. market may not be current.

Like ADRs,  European  Depositary  Receipts ("EDRs"),  Global Depositary Receipts
("GDRs"), and Registered Depositary Certificates ("RDCs") represent receipts for
a foreign  security.  However,  they are issued outside of the U.S. The Fund may
invest in ADRs, EDRs, GDRs or RDCs. EDRs, GDRs and RDCs involve risks comparable
to  ADRs,  as  well as the  fact  that  they  are  issued  outside  of the  U.S.
Furthermore,  RDCs involve risks  associated  with  securities  transactions  in
Russia.

Temporary Defensive Positions

When the Adviser  believes  that  investments  should be deployed in a temporary
defensive posture because of economic or market conditions,  the Fund may invest
up to 100% of its assets in U.S. Government securities (such as bills, notes, or
bonds of the U.S.  Government  and its agencies) or other forms of  indebtedness
such as bonds, certificates of deposits or repurchase agreements.  For temporary
defensive  purposes,  the Fund may hold cash or debt obligations  denominated in
U.S.  dollars or foreign  currencies.  These debt  obligations  include U.S. and
foreign government securities and investment grade corporate debt securities, or
bank  deposits  of  major  international  institutions.  When  the  Fund is in a
temporary defensive position, it is not pursuing its stated investment policies.
The Adviser decides when it is appropriate to be in a defensive position.  It is
impossible to predict for how long such alternative strategies will be utilized.

U.S. Government Securities

The Fund may invest in U.S.  Government  Securities.  The term "U.S.  Government
Securities"  refers to a variety of securities which are issued or guaranteed by
the United States Treasury,  by various agencies of the U.S. Government,  and by
various  instrumentalities  which have been established or sponsored by the U.S.
Government.  U.S. Treasury securities are backed by the full faith and credit of
the United States.  Securities issued or guaranteed by U.S.  Government agencies
or U.S. Government sponsored  instrumentalities  may or may not be backed by the
full faith and credit of the United States. In the case of securities not backed
by the full  faith and  credit of the  United  States,  the  investor  must look
principally  to the  agency  or  instrumentality  issuing  or  guaranteeing  the
obligation  for  ultimate  repayment,  and may not be  able  to  assert  a claim
directly  against the United  States in the event the agency or  instrumentality
does not meet its commitment.  An  instrumentality  of the U.S.  Government is a
government agency organized under Federal charter with government supervision.

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.  The Fund may  enter  into  repurchase  commitments  for  investment
purposes for periods of 30 days or more.  Such  commitments  involve  investment
risks similar to those of the debt securities in which the Fund invests. Under a
repurchase  agreement,  the Fund  acquires a security,  subject to the  seller's
agreement to repurchase  that security at a specified time and price. A purchase
of securities under a repurchase agreement is considered to be a loan by a fund.
The 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,  a
fund's right 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.

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.

Options

Put and Call  Options:  A put option  gives the  purchaser  of the option,  upon
payment of a premium,  the right to sell,  and the writer the obligation to buy,
the underlying security, currency or other instrument at the exercise price. For
instance, the Fund's purchase of a put option on a security might be designed to
protect its holdings in the underlying  instrument (or, in some cases, a similar
instrument) against a substantial decline in the market value by giving the Fund
the right to sell such instrument at the option exercise price.  The purchase of
a put option will constitute a short sale for federal tax purposes. The purchase
of a put at a time when the substantially  identical  security held long has not
exceeded  the long term  capital  gain  holding  period  could have  adverse tax
consequences.  The holding  period of the long  position will be cut off so that
even if the security  held long is  delivered to close the put,  short term gain
will be recognized. If substantially identical securities are purchased to close
the put, the holding period of the securities purchased will not begin until the
closing date. The holding period of the substantially  identical  securities not
delivered  to close the short  sale will  commence  on the  closing of the short
sale.

A call option, upon payment of a premium,  gives the purchaser of the option the
right to buy, and the seller the obligation to sell,  the underlying  instrument
at the  exercise  price.  The Fund's  purchase  of a call  option on a security,
securities index,  currency or other instrument might be intended to protect the
Fund against an increase in the price of the underlying security.

If the Fund sells a call  option,  the premium  that it receives  may serve as a
partial hedge,  to the extent of the option  premium,  against a decrease in the
value of the  underlying  securities  or  instruments  in its  portfolio or will
increase the Fund's income. The sale of put options can also provide income.

The Fund's  ability to close out its  position  as a  purchaser  or seller of an
option is dependent,  in part,  upon liquidity of the option  market.  Among the
possible  reasons for the absence of a liquid  option market on an exchange are:
(1)  insufficient  trading  interest in certain  options;  (2)  restrictions  on
transactions  imposed by an exchange;  (3) trading  halts,  suspensions or other
restrictions  imposed with respect to particular classes or series of options or
underlying securities including reaching daily price limits; (4) interruption of
the normal operations of the or an exchange; (5) inadequacy of the facilities of
an exchange or to handle  current  trading  volume;  or (6) a decision by one or
more exchanges to discontinue  the trading of options (or a particular  class or
series of options),  in which event the relevant  market for that option on that
exchange  would cease to exist,  although  outstanding  options on that exchange
would generally continue to be exercisable in accordance with their terms.

OTHER INVESTMENTS

The  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 Fund's  investment  objective and that such
investment  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 the 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 any security if, as a result of such  purchase  less than 50% of the
   assets of the Fund would  consist  of cash and cash  items,  U.S.  Government
   securities,  securities  of other  investment  companies,  and  securities of
   issuers in which the Fund has not invested more than 5% of its assets;

12)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

13)Make loans, except that the Fund may lend securities, and enter into
   repurchase agreements secured by U.S. Government Securities.
14)Except as specified  below,  the Fund 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.

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  Directors  without
shareholder approval. As a matter of non-fundamental policy, the Fund may not:

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

In applying the fundamental and policy concerning concentration:

The percentage  restriction on investment or utilization of assets is adhered to
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

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,  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 Age                     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., the
(55)                                            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
(59)                                            of 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 tax
5272 River Road                                 consultant through his firm,
Bethesda, MD 20816                              Management Consulting for
(60)                                            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 of
8704 Berwickshire Drive                         Alfred J. Dickinson, Inc.
Richmond, VA 23229                              Realtors since April, 1971; and
(52)                                            Director or Vontobel Funds,
                                                Inc., a registered investment
                                                company since March, 1997.

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

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

*F. Byron Parker, Jr.       Secretary           Mr. Parker is Secretary of
810 Lindsay Court                               Commonwealth Shareholder
Richmond, VA 23229                              Services, Inc., and First
(57)                                            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
P.O. Box 8535               the Company and     of Virginia Management
Richmond, VA 23226-0535     President of the    Investment Corp. since May,
(36)                        New Market Fund     1998; and a registered
                            series              representative of First
                                                Dominion Capital Corp., the
                                                Company's underwriter since
                                                September, 1998.  Mr.
                                                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   Mr. Connor is President of Third
515 Madison Ave.,           the Company and     Millennium Investment Advisors,
24th Floor                  President of the    LLC since April, 1998; and
New York, NY 10022          Third Millennium    Chairman of ROSGAL,
(58)                        Russia Fund series  a Russian  financial  company
                                                and of its affiliated
                                                ROSGAL Insurance since 1993.

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

*Todd A. Boren              President of the    Mr. Boren joined
250 Park Avenue, So.        Global e-Fund       International Assets Advisory in
Suite 200                   series              May of 1994.  In his six years
Winter Park, FL 32789                           with IAAC he has served as a
(40)                                            Financial Adviser, VP of Sales,
                                                Branch     Manager,     Training
                                                Manager, and currently as Senior
                                                Vice   President   and  Managing
                                                Director   of   Private   Client
                                                Operations        for       both
                                                International   Assets  Advisory
                                                and Global Assets  Advisors.  He
                                                is  responsible  for  overseeing
                                                its  International  Headquarters
                                                in Winter  Park  Florida as well
                                                as its New  York  operation  and
                                                joint venture.

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 and a fee of $200 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
                        From the Fund                             Total
Name and                Fiscal Year       Pension or Retirement   Compensation
Position                Ended August      Benefits Accrued as     from the
Held                    31, 1999          Part of Fund Expenses   Company(1)
- ----                    ------------      ---------------------   ----------

John Pasco, III,            0               N/A                       0
Director

Samuel Boyd, Jr.,           0               N/A                   $9,000
Director

William E. Poist,           0               N/A                   $9,000
Director

Paul M. Dickinson,          0               N/A                   $9,000
Director


(1)   This amount  represents the aggregate  amount of compensation  paid to the
      Directors  for service on the  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

Global Assets Advisors, Inc. (the "Investment Adviser" or "Adviser"), located at
250 Park Avenue  South,  Suite 200,  Winter  Park,  Florida  32789,  manages the
investments  of the Fund  pursuant  to an  Investment  Advisory  Agreement  (the
"Advisory  Agreement" ), dated May 1, 2000. After the initial term of two years,
the Advisory Agreement may be renewed annually provided such renewal is approved
annually  by:  1) the  Company's  Directors;  or 2) by a  majority  vote  of the
outstanding  voting securities of the Company and, in either case, by 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 a wholly owned subsidiary
of  International  Assets Holding  Corporation  and is a related  corporation of
International Assets Advisory Corporation ("IAAC").

International  Assets Holding  Corporation is an independent  financial-services
firm dedicated to the concept of global  diversification and the long-term value
of global  investing.  Founded in 1987 and publicly  traded  since in 1994,  the
Company's  business is conducted through two principal  operating  subsidiaries:
International  Assets  Advisory  Corp.  (IAAC) and Global  Assets  Advisors Inc.
(GAA).  IAAC is a dealer of global securities  offering  institutions and retail
investors  access to  financial  markets  around the world.  GAA is a registered
investment adviser specializing in professional global money management for high
net worth individuals and institutions. In addition, the Company recently formed
a third subsidiary, INTLTRADER.COM, to execute its previously announced strategy
to provide  investors  with  24-hour  online  trading of  foreign  and  domestic
securities using the Internet.

The Adviser has not previously  served as the investment  adviser to an open-end
investment company,  but has served as the adviser to The Global Internet Trust,
a unit investment  trust  registered under the 1940 Act. IAAC created the NETDEX
Index in March  1999 to track the  performance  of a basket of  publicly  traded
international  companies  which  are  internet  related,  the first  U.S.  index
established for that purpose.

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 1.25% on the first $500  million of average
daily net assets of the Fund;  1.00% on average  daily net assets of the Fund in
excess of $500  million  and not more than $1  billion;  and , 0.75% on  average
daily net assets of the Fund over $1 billion.

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 3.49%. 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 May 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  $500  million of
average daily net assets of the Fund;  0.175% on average daily net assets of the
Fund in  excess  of $500  million  and not more  than $1  billion;  and 0.15% 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 AND ACCOUNTING SERVICES

Pursuant to the Custodian  Agreement and  Accounting  Agency  Agreement with the
Company dated April 12, 2000,  Brown Brothers  Harriman & Co. ("BBH"),  40 Water
Street,  Boston  Massachusetts,  02109,  acts  as the  custodian  of the  Fund's
securities  and cash  and as the  Fund's  accounting  services  agent.  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  acquired  and held by the Fund  outside the U.S.
Such appointments are subject to appropriate review by the Company's  Directors.
As the  accounting  services  agent of the Fund, BBH maintains and keeps current
the books,  accounts,  records,  journals  or other  records of  original  entry
relating to the Fund's business.

TRANSFER AGENT

Pursuant to a Transfer  Agent  Agreement with the Company dated August 19, 1997,
Fund Services, Inc. ("FSI") acts as the Company's transfer and disbursing agent.
FSI is located at 1500 Forest Avenue, Suite 111, Richmond, VA 23229. John Pasco,
III,  Chairman of the Board of the Company and an officer and shareholder of CSS
(the Administrator of the Funds), owns one-third of the stock of FSI; 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 and payments for share
purchases.  FSI mails proxy  materials  (and  receives and  tabulates  proxies),
shareholder  reports,  confirmation  forms for  purchases  and  redemptions  and
prospectuses  to  shareholders.  FSI  disburses  income  dividends  and  capital
distributions  and  prepares  and  files  appropriate   tax-related  information
concerning dividends and distributions to shareholders.

DISTRIBUTOR

International Assets Advisory  Corporation (the "Distributor"),  250 Park Avenue
South,  Suite  200,  Winter  Park,  Florida  32789,   serves  as  the  principal
underwriter of the Fund's shares pursuant to a Distribution  Agreement dated May
1,  2000.  The  Distributor  was  formed  as a Florida  corporation  in 1981 and
registered  as a  broker/dealer  in 1982.  The firm has  focused  on the sale of
global  debt  and  equity  securities  to  its  clients  and  has  developed  an
experienced  team  specializing in the selection,  research,  trading,  currency
exchange and execution of individual equity and fixed-income  products.  Members
of this team are also affiliated with the Investment Adviser and have many years
of experience in the global marketplace.

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 Adviser,  in placing orders for the purchase and sale of
the  Fund's  securities,  to seek to obtain  the best  price and  execution  for
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 Adviser,  the 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  Adviser,  when  placing  transactions,  may  allocate a portion of a fund's
brokerage  to  persons  or  firms   providing   the  Adviser   with   investment
recommendations,  statistical,  research  or  similar  services  useful  to  the
Adviser's   investment    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)  furnishing  analyses and reports  concerning  issuers,
industries, securities, economic factors and trends, and portfolio strategy.

Such  services  are one of the many ways the  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 a
fund may be used by the Adviser for the benefit of 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 Adviser may be  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 account of the receipt of research, market or statistical information.
Except for implementing the policy stated above,  there is no intention to place
portfolio transactions with particular brokers or dealers or groups thereof.

The Board of  Directors  of the  Company  has adopted  policies  and  procedures
governing the  allocation of brokerage to  affiliated  brokers.  The Adviser has
been  instructed  not to place  transactions  with an affiliated  broker-dealer,
unless that  broker-dealer  can  demonstrate  to the Company  that the Fund will
receive (1) a price and execution no less  favorable  than that  available  from
unaffiliated  persons,  and (2) a price and  execution  equivalent to that which
that broker-dealer would offer to unaffiliated persons in a similar transaction.
The Board  reviews all  transactions  which have been  placed  pursuant to those
policies and procedures at its Board meetings.

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 Adviser makes  purchases and sales for the
Fund's  portfolio  whenever  necessary,  in the Adviser's  opinion,  to meet the
Fund's  objective.  The Adviser  anticipates  that the average annual  portfolio
turnover rate of the Fund will be less than 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  presently  allocated
50,000,000 shares to each of the Funds.  Each share has equal dividend,  voting,
liquidation  and  redemption  rights and there are no  conversion  or preemptive
rights.  Shares of the Funds 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
FSI.

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 the  Directors  create
additional  series or  classes  of  shares,  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 applicable Fund at
its 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,
transactions made as a result of the Automatic  Investment Plan described below.
Shareholders may rely on these statements in lieu of stock certificates.

DISTRIBUTION

Shares of the Fund are offered for sale on a  continuous  basis at the Net Asset
Value plus the applicable sales load.

International   Assets  Advisory   Corporation  (the   "Distributor")   receives
commissions  consisting  of that portion of the sales load  remaining  after the
discounts which it allows to investment  dealers.  The distributor retains 0.50%
of the offering  price on sales  through the dealer  involving the maximum sales
load.

The Fund's  public  offering  price  ("POP") per share is equal to the net asset
value per share next  determined  after receipt of a purchase order plus a sales
load which is reduced on  purchases  involving  large  amounts  and which may be
eliminated in certain circumstances described below.

Amount of Purchase            Sales Charge as a Percentage of
At the Public                 -------------------------------   Dealer Discount
Offering Price                   Offering      Net Amount       as Percentage of
                                  Price        Invested         Offering Price

$1,000 but under $25,000            5.50%        5.82%            5.00%
$25,000 but under $50,000           5.25%        5.54%            4.75%
$50,000 but under $100,000          4.50%        4.71%            4.00%
$100,000 but under $250,000         3.50%        3.63%            3.25%
$250,000 but under $500,000         2.50%        2.56%            2.25%
$500,000 but under $1 million       1.50%        1.52%            1.25%
Over $1 Million                     0.00%        0.00%            0.00%

In addition to the sales charge listed above,  up to 0.50% of average net assets
is paid annually to qualified dealers for providing certain services  (including
services to retirement plans) pursuant to the Fund's Plan of Distribution.

The Distributor  may from time to time offer  incentive  compensation to dealers
(which sell shares of the Fund subject to sales  charges)  allowing such dealers
to retain an additional  portion of the sales load. A dealer who receives all of
the sales load may be considered an underwriter of the Fund's shares.

In connection with promotion of the sales of the Fund, the Distributor may, from
time to time,  offer (to all broker dealers who have a sales  agreement with the
Distributor)  the opportunity to participate in sales incentive  programs (which
may include non-cash concessions). These non-cash concessions are in addition to
the sales load described in the Prospectus.  The Distributor may also, from time
to time,  pay  expenses  and fees  required  in order to  participate  in dealer
sponsored  seminars and conferences,  reimburse dealers for expenses incurred in
connection with  pre-approved  seminars,  conferences and advertising,  and may,
from time to time, pay or allow additional  promotional incentives to dealers as
part of pre-approved sales contests.

Statement of Intention - The reduced sales charges and public offering price set
forth above and in the  prospectus  apply to  purchases  of $25,000 or more made
within a  13-month  period  pursuant  to the  terms of a  written  Statement  of
Intention in the form provided by the  Distributor  and signed by the purchaser.
The Statement of Intention is not a binding obligation to purchase the indicated
amount.  Shares equal to 5.50% (declining to 0% after an aggregate of $1,000,000
has been purchased  under the  Statement) of the dollar amount  specified in the
Statement  will be held in  escrow  and  capital  gain  distributions  on  these
escrowed shares will be credited to the shareholder's account in shares (or paid
in cash, if requested).  If the intended  investment is not completed within the
specified  13-month  period,  the purchaser  will remit to the  Distributor  the
difference  between the sales  charge  actually  paid and the sales charge which
would have been paid if the total  purchases  had been made at a single time. If
the  difference  is not  paid  within  20  days  after  written  request  by the
Distributor or the securities  dealer, the appropriate number of escrowed shares
will be redeemed to pay such difference.

In the case of  purchase  orders by the  trustees of certain  employee  plans by
payroll deduction, the sales charge for the investments made during the 13-month
period will be based on the following: total investments made the first month of
the 13-month period times 13; as the period  progresses the sales charge will be
based (1) on the actual  investment made previously  during the 13-month period,
plus (2) the current month's investments times the number of months remaining in
the 13-month period. There will be no retroactive adjustments in sales charge on
investments previously made during the 13-month period.

PLAN OF DISTRIBUTION

The Fund has a Plan of  Distribution  or "12b-1 Plan" under which it may finance
activities  primarily  intended  to sell  shares,  provided  the  categories  of
expenses  are  approved in advance by the Board of  Directors of the Company and
the expenses  paid under the Plan were  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 0.50% of the Fund's  average  daily net  assets.  The fee is paid to the
Distributor  as  reimbursement  for expenses  incurred for  distribution-related
activity.

SALES AT NET ASSET VALUE

The front end sales  charge is waived for  purchases by the  following  types of
investors:  any financial  institution or adviser  regulated by federal or state
governmental  authority when the institution or adviser is purchasing shares for
its own  account  or for an  account  for which the  institution  or  adviser is
authorized  to  make  investment  decisions  (i.e.,  a  discretionary  account);
Directors, Officers and employees of the Company, the Investment Adviser and the
Distributor,   (including  members  of  the  Distributor's  and  the  Investment
Adviser's immediate families and their retirement accounts or plans); Directors,
Officers and employees of the Fund's service  providers;  customers,  clients or
accounts of the Investment  Adviser,  or other investment  advisers or financial
planners who charge a fee for their services, provided that shares purchased are
held in the omnibus account of the broker or agent placing the order; retirement
accounts or plans, or deferred  compensation plans and trusts funding such plans
for which a  depository  institution,  trust  company or other  fiduciary  holds
shares purchased  through the omnibus account of the broker or agent placing the
order; and Eligible Benefit Plans (see "Eligible Benefit Plans").

The front end sales  charge is also waived for any  registered  representatives,
employees,  or  principals  of securities  dealers  (including  members of their
immediate families) having a sales agreement with the Distributor.

ADDITIONAL INFORMATION ABOUT PURCHASES AND SALES

The Fund's share price, called its NAV, is determined as of the close of trading
on the New York Stock Exchange ("NYSE")  (currently 4:00 p.m.,  Eastern Time) on
each  business  day  ("Valuation  Time")  that the NYSE is  open;  however,  the
Company's  management  may compute the NAV more  frequently  in order to protect
shareholders' interests. As of the date of this prospectus, the Fund is informed
that the NYSE will be closed on the following  holidays:  New Year's Day, Martin
Luther King Jr. Day,  Presidents  Day, Good Friday,  Memorial Day,  Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. NAV per share is computed by
adding the total value of the  investments  and other  assets,  subtracting  any
liabilities and then dividing by the total number of shares outstanding.

The Fund's securities are generally valued at current market prices. Investments
in  securities  traded on the national  securities  exchanges or included in the
NASDAQ National Market System are valued at the last reported sale price.  Other
securities traded in the over-the-counter market and listed securities for which
no sales are  reported on that date are valued at the last  reported  bid price.
Short-term debt  securities  (less than 60 days to maturity) are valued at their
fair market  value using  amortized  cost pricing  procedures.  Other assets for
which market prices are not readily  available are valued at their fair value as
determined  in good faith  under  procedures  set by the  Directors.  Depositary
Receipts (i.e.,  ADRs,  EDRs, GDRs and RDCs) will be valued at the closing price
of the instrument last determined prior to the Valuation Time unless the Company
is aware of a material change in value. Securities for which such a value cannot
be  readily  determined  on any day will be valued at the  closing  price of the
underlying security adjusted for the exchange rate.

Eligible Benefit Plans

An eligible benefit plan is an arrangement  available to the (1) employees of an
employer  (or two or  more  affiliated  employers)  having  not  less  than  ten
employees at the plan's inception (2) or such an employer on behalf of employees
of a trust or plan for such  employees,  their spouses and their  children under
the  age of 21 or a  trust  or plan  for  such  employees,  which  provides  for
purchases  through  periodic payroll  deductions or otherwise.  There must be at
least five initial participants with accounts investing or invested in shares of
one or more of the Fund and/or certain other funds.

The initial  purchase by the eligible benefit plan along with prior purchases by
or for the benefit of the initial  participants  of the plan must  aggregate not
less than $500.  Subsequent  purchases must be at least $50 per account and must
aggregate at least $250. The eligible  benefit plan must make purchases  using a
single order and a single check or federal funds wire. The eligible benefit plan
may not make  purchases  more often than monthly.  The Company will  establish a
separate  account for each  employee,  spouse or child for which  purchases  are
made.  The Company may modify the  requirements  for  initiating  or  continuing
purchases  or stop  offering  shares  to such a plan at any time  without  prior
notice.

Selling Shares

You may  redeem  shares  of the Fund at any time  and in any  amount  by mail or
telephone.  The Fund will use reasonable procedures to confirm that instructions
communicated by telephone are genuine and, if the procedures are followed,  will
not be  liable  for any  losses  due to  unauthorized  or  fraudulent  telephone
transactions.

The  Company's  procedure is to redeem  shares at the NAV  determined  after the
Transfer Agent receives the redemption request in proper order.  Payment will be
made  promptly,  but no later than the seventh day  following the receipt of the
request in proper order.  The Company may suspend the right to redeem shares for
any period during which the NYSE is closed or the U.S.  Securities  and Exchange
Commission determines that there is an emergency.  In such circumstances you may
withdraw  your  redemption  request  or  permit  your  request  to be  held  for
processing after the suspension is terminated.

Small Accounts

Due to the relatively higher cost of maintaining small accounts, the Company may
deduct $50 per year from your account or may redeem the shares in your  account,
if it has a value of less than  $1,000.  The Company  will advise you in writing
thirty  (30) days prior to  deducting  the annual fee or closing  your  account,
during which time you may purchase  additional shares in any amount necessary to
bring the account back to $1,000.  The Company will not close your account if it
falls  below  $1,000  solely  because  of a  market  decline.  The  Adviser  and
Distributor reserve the right to waive this fee for their clients.

Special  Shareholder  Services

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

Regular  Account

A regular  account  allows a shareholder to make  voluntary  investments  and/or
withdrawals  at  any  time.  Regular  accounts  are  available  to  individuals,
custodians,  corporations,  trusts,  estates,  corporate  retirement  plans  and
others. You may use the Account Application provided with the Prospectus to open
a regular account.

Telephone  Transactions

You may redeem  shares or transfer into another fund if you request this service
on your initial  Account  Application.  If you do not elect this service at that
time,  you may do so at a later date by sending a written  request and signature
guarantee to FSI.

The Fund employs reasonable  procedures  designed to confirm the authenticity of
your telephone instructions and, if it does not, it may be liable for any losses
caused by unauthorized or fraudulent transactions. As a result of this policy, a
shareholder that authorizes telephone redemption bears the risk of losses, which
may result from unauthorized or fraudulent  transactions which the Fund believes
to be genuine. When you request a telephone redemption or transfer,  you will be
asked to respond to certain questions.  The Company has designed these questions
to confirm your identity as a shareholder of record. Your cooperation with these
procedures   will  protect   your   account  and  the  Fund  from   unauthorized
transactions.

Invest-A-Matic  Account

Invest-A-Matic Accounts allow shareholders to make automatic monthly investments
into their  account.  Upon request,  FSI will withdraw a fixed amount each month
from a  shareholder's  checking  account  and apply  that  amount to  additional
shares.  This  feature  does not  require you to make a  commitment  for a fixed
period  of  time.  You may  change  the  monthly  investment,  skip a  month  or
discontinue  your  Invest-A-Matic  Plan as desired by notifying  FSI. To receive
more information, please call the offices of the Company at 1-800-527-9525.  Any
shareholder may utilize this feature.

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 (or $2,250  with a spouse who is not a wage
earner,  for years prior to 1997). 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  that  govern
contributions  made by individuals  with earned income. A special IRA program is
available  for corporate  employers  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 you have received a lump sum distribution from another  qualified  retirement
plan,  you may rollover all or part of that  distribution  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 5 year  period,  beginning  with  the  first  tax year for  which
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  Retirement  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.  You may wish to consult with your attorney or other tax
adviser for specific advice concerning your tax status and plans.

Exchange  Privilege

Shareholders  may  exchange  their  shares for shares of any other series of the
Company,  provided the shares of the fund the shareholder is exchanging into are
registered for sale in the shareholder's  state of residence.  Each account must
meet the minimum  investment  requirements  (currently $25,000 for the Sand Hill
Portfolio  Manager  Fund;  $1,000 for the CSI Equity Fund,  the CSI Fixed Income
Fund,  the New Market Fund and Third  Millennium  Russia Fund;  and,  $5,000 for
GenomicsFund.com). Also, to make an exchange, an exchange order must comply with
the requirements for a redemption or repurchase order and must specify the value
or the number of shares to be  exchanged.  Your  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).  FSI will charge your  account a $10 service fee each
time you make such an  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
exchanging 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. The exchange privilege is available
only in states where it is legally permissible to do so.

TAX STATUS

DISTRIBUTIONS AND TAXES

Distributions of net investment income

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

Distributions  of capital gains

The Fund may derive  capital gains and losses in connection  with sales or other
dispositions of their 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 eliminate
excise or income taxes on the Fund.

Effect of foreign  investments  on  distributions

Most foreign  exchange  gains  realized on the sale of securities are treated as
ordinary income by a fund. Similarly, foreign exchange losses realized by a fund
on the sale of securities are generally  treated as ordinary losses by the Fund.
These gains when distributed will be taxable to you as ordinary  dividends,  and
any  losses  will  reduce a  fund's  ordinary  income  otherwise  available  for
distribution  to you. This treatment  could increase or reduce a fund's ordinary
income  distributions  to you, and may cause some or all of a fund's  previously
distributed income to be classified as a return of capital.

A fund may be subject to foreign withholding taxes on income from certain of its
foreign securities.  If more than 50% of a fund's total assets at the end of the
fiscal year are invested in securities of foreign corporations, a fund may elect
to pass-through to you your pro rata share of foreign taxes paid by the Fund. If
this election is made, the year-end  statement you receive from a 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.  A 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
their 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,  a 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 does not pay federal income
tax on the income and gains they distribute to you. The board reserves the right
not to maintain the qualification of a fund as a regulated investment company if
it determines  such course of action to be beneficial to  shareholders.  In such
case, a 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 such Fund's earnings and profits.

Excise  tax  distribution  requirements

To avoid  federal  excise  taxes,  the Internal  Revenue Code requires a fund to
distribute  to you by  December  31 of each year,  at a minimum,  the  following
amounts: 98% of its taxable ordinary income earned during the calendar year; 98%
of its capital gain net 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  that are
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

Redemptions  and exchanges of Fund shares are taxable  transactions  for federal
and state income tax purposes.  If you redeem your Fund shares, or exchange your
Fund  shares  for  shares of a  different  series of the  Company,  the IRS will
require that you report a gain or loss on your  redemption  or exchange.  If you
hold your shares as a capital  asset,  the gain or loss that you realize will be
capital gain or loss and will be long-term or short-term, generally depending on
how long you hold 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 you 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.

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, performance will be stated in terms of total return or yield. Both
"total return" and "yield" figures are based on the historical  performance of a
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 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 of $1,000

T     =    average annual total return

n     =    number of years (1,5 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 a 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 specific periods of time by assuming the investment of $10,000 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 the various
publications and statistical services, including but not limited to, SEI, Lipper
Mutual 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 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]

The books of the Fund will be audited  at least  once each year by Tait,  Weller
and Baker, of Philadelphia, PA, independent public accountants.


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