WORLD FUNDS INC /MD/
497, 2000-08-04
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                     THE WORLD FUNDS, INC. (the "Company")
                         1500 FOREST AVENUE, SUITE 223
                           RICHMOND, VIRGINIA 23229
                                 (800) 527-9525

                        SAND HILL PORTFOLIO MANAGER FUND

                         SUPPLEMENT DATED JULY 1, 2000
       TO THE STATEMENT OF ADDITIONAL INFORMATION DATED JANUARY 1, 2000



This  Supplement  updates  certain  information  contained in the Statement of
Additional Information (the "SAI") dated January 1, 2000 regarding the Sand Hill
Portfolio Manager Fund series (the "Fund") of the Company.

The  following   information   replaces  the  Section  entitled  "Custodian  and
Accounting Services" on Page 15:

Custodian and Accounting Services

Pursuant to a Custodian  Agreement  with the Company  dated October 28, 1998, as
amended June 1, 2000,  Brown Brothers  Harriman & Co. ("BBH"),  40 Water Street,
Boston,  Massachusetts 02109, acts as the custodian of the Fund's securities and
cash. With the consent of the Company,  BBH has designated The Depository  Trust
Company  of New York as its agent to secure a portion of the assets of the Fund.
BBH is authorized to appoint other entities to act as  sub-custodians to provide
for the custody of foreign securities which may be acquired and held by the Fund
outside the U.S.  Such  appointments  are subject to  appropriate  review by the
Company's Board of Directors.

Pursuant to an Accounting  Service Agreement dated July 1, 2000 (the "Accounting
Agreement"),  Commonwealth Fund Accounting,  Inc.  ("CFA"),  1500 Forest Avenue,
Suite 100, Richmond,  Virginia 23229, is responsible for accounting  relating to
the Fund and its investment transactions;  maintaining certain books and records
of the Fund;  determining  daily the net asset value per share of the Fund;  and
preparing  security  position,  transaction and cash position reports.  CFA also
monitors  periodic  distributions  of gains or  losses  on  portfolio  sales and
maintains  a  daily  listing  of  portfolio  holdings.  CFA is  responsible  for
providing expenses accrued and payment reporting services, tax-related financial
information to the Company,  and for monitoring  compliance  with the regulatory
requirements relating to maintaining accounting records.

Prior to July 1, 2000, Star Bank, 425 Walnut Street, P.O. Box 1118,  Cincinnati,
Ohio 45201-1118, was the Fund's Custodian and Accounting Services Agent.

<PAGE>

                     THE WORLD FUNDS, INC. (the "Company")
                         1500 FOREST AVENUE, SUITE 223
                           RICHMOND, VIRGINIA 23229
                                 (800) 527-9525

                                 CSI EQUITY FUND
                              CSI FIXED INCOME FUND

                         SUPPLEMENT DATED JULY 1, 2000
       TO THE STATEMENT OF ADDITIONAL INFORMATION DATED JANUARY 1, 2000



This  Supplement  updates  certain  information  contained in the  Statement of
Additional  Information  (the "SAI")  dated  January 1, 2000  regarding  the CSI
Equity Fund and CSI Fixed Income Fund series (each a "Fund";  collectively,  the
"Funds") of the Company.

The  following   information   replaces  the  Section  entitled  "Custodian  and
Accounting Services" on Page 9:

Custodian and Accounting Services

Pursuant to a Custodian  Agreement  with the Company  dated October 28, 1998, as
amended June 1, 2000,  Brown Brothers  Harriman & Co. ("BBH"),  40 Water Street,
Boston,  Massachusetts 02109, acts as the custodian of the Fund's securities and
cash. With the consent of the Company,  BBH has designated The Depository  Trust
Company  of New York as its agent to secure a portion of the assets of the Fund.
BBH is authorized to appoint other entities to act as  sub-custodians to provide
for the custody of foreign securities which may be acquired and held by the Fund
outside the U.S.  Such  appointments  are subject to  appropriate  review by the
Company's Board of Directors.

Pursuant to an Accounting  Service Agreement dated July 1, 2000 (the "Accounting
Agreement"),  Commonwealth Fund Accounting,  Inc.  ("CFA"),  1500 Forest Avenue,
Suite 100, Richmond,  Virginia 23229, is responsible for accounting  relating to
the Fund and its investment transactions;  maintaining certain books and records
of the Fund;  determining  daily the net asset value per share of the Fund;  and
preparing  security  position,  transaction and cash position reports.  CFA also
monitors  periodic  distributions  of gains or  losses  on  portfolio  sales and
maintains  a  daily  listing  of  portfolio  holdings.  CFA is  responsible  for
providing expenses accrued and payment reporting services, tax-related financial
information to the Company,  and for monitoring  compliance  with the regulatory
requirements relating to maintaining accounting records.

Prior to July 1, 2000, Star Bank, 425 Walnut Street, P.O. Box 1118,  Cincinnati,
Ohio 45201-1118, was the Fund's Custodian and Accounting Services Agent.

<PAGE>

                     THE WORLD FUNDS, INC. (the "Company")
                         1500 FOREST AVENUE, SUITE 223
                           RICHMOND, VIRGINIA 23229
                                 (800) 527-9525

                               THE NEW MARKET FUND

                         SUPPLEMENT DATED JULY 1, 2000
      TO THE STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 29, 1999



  This  Supplement  updates  certain  information  contained in the Statement of
Additional  Information  (the "SAI") dated  December 29, 1999  regarding The New
Market Fund series (the "Fund") of the Company.

The  following   information   replaces  the  Section  entitled  "Custodian  and
Accounting Services" on Page 13:

Custodian and Accounting Services

Pursuant to a Custodian  Agreement  with the Company  dated October 28, 1998, as
amended June 1, 2000,  Brown Brothers  Harriman & Co. ("BBH"),  40 Water Street,
Boston,  Massachusetts 02109, acts as the custodian of the Fund's securities and
cash. With the consent of the Company,  BBH has designated The Depository  Trust
Company  of New York as its agent to secure a portion of the assets of the Fund.
BBH is authorized to appoint other entities to act as  sub-custodians to provide
for the custody of foreign securities which may be acquired and held by the Fund
outside the U.S.  Such  appointments  are subject to  appropriate  review by the
Company's Board of Directors.

Pursuant to an Accounting  Service Agreement dated July 1, 2000 (the "Accounting
Agreement"),  Commonwealth Fund Accounting,  Inc.  ("CFA"),  1500 Forest Avenue,
Suite 100, Richmond,  Virginia 23229, is responsible for accounting  relating to
the Fund and its investment transactions;  maintaining certain books and records
of the Fund;  determining  daily the net asset value per share of the Fund;  and
preparing  security  position,  transaction and cash position reports.  CFA also
monitors  periodic  distributions  of gains or  losses  on  portfolio  sales and
maintains  a  daily  listing  of  portfolio  holdings.  CFA is  responsible  for
providing expenses accrued and payment reporting services, tax-related financial
information to the Company,  and for monitoring  compliance  with the regulatory
requirements relating to maintaining accounting records.

Prior to July 1, 2000, Star Bank, 425 Walnut Street, P.O. Box 1118,  Cincinnati,
Ohio 45201-1118, was the Fund's Custodian and Accounting Services Agent.


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