WORLD FUNDS INC /MD/
497, 2000-03-01
Previous: OXFORD AUTOMOTIVE INC, 8-K, 2000-03-01
Next: VERIO INC, 8-K, 2000-03-01




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

March 1, 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 GenomicsFund.com series of the Company dated
March 1, 2000.

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


Sincerely,



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

enclosures

<PAGE>



GenomicsFund.com

a series of
THE WORLD FUNDS, INC.

PROSPECTUS
Prospectus dated March 1, 2000


This Prospectus describes  GenomicsFund.com  (the "Fund"), a series of The World
Funds,  Inc.  (the  "World  Funds").  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.

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   of   companies
                          principally  engaged in  genomics  or  genomic-related
                          businesses.

                          Under normal market  conditions,  the Fund will invest
                          at least 75% of its assets in  securities of companies
                          principally  engaged in  genomics  or  genomic-related
                          businesses.

                          A company is considered principally engaged in genomic
                          or  genomic-related  business  if at least  50% of its
                          assets, gross income, or net profits are committed to,
                          or derived from,  the research,  design,  development,
                          manufacture, or distribution of products, processes or
                          services  for use  with  genomics  or  genomic-related
                          businesses.  A company will also be  considered  to be
                          engaged in genomic  related  businesses if it provides
                          goods  or  services   which  benefit  from   genomics,
                          provides    goods   or   services   to   genomics   or
                          genomics-related businesses.  Genomics is a broad term
                          referring to the study of genes.

                          Genomics-related  activities  in which  the Fund  will
                          invest include biological technologies, bioinformation
                          technologies,     gene    mapping    and    sequencing
                          technologies,    and   gene   delivery    technologies
                          (collectively, "technology sectors").

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  per share  ("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.

                          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 price movements
                          in 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 long-term capital appreciation and are willing
                          to accept share prices that may  fluctuate,  sometimes
                          significantly,  over the short-term. The Fund will not
                          be  appropriate  if you are seeking  current income or
                          are seeking safety of principal.

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

FEES AND EXPENSES

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 portfolio securities. 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.

The following table describes the fees and expenses that you may pay directly or
indirectly  in connection  with an  investment  in the Fund.  There are no sales
charges in  connection  with  purchases  or  redemption  of  shares.  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         None
Sales Charge (load) Imposed on Reinvested Dividends      None
Redemption Fees (1)                                      2.00% (2)
Exchange Fees (3)                                        None

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

Management Fee                                           1.00%
Distribution (12b-1) and Service Fees                    0.25%
Other Operating Expenses                                 0.65%
                                                         -----

Total Annual Fund Operating Expenses                     1.90% (4)

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

(2)   A two percent  (2.00%)  redemption fee is charged on shares held less than
      one year and retained by the Fund to defray markets  effects,  taxes,  and
      expenses created by short-term investments in the Fund.

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

(4)   In the  interest  of limiting  expenses  of the Fund,  the xGENx LLC (the
      "Adviser")  has entered into a contractual  expense  limitation  agreement
      with the Fund. Pursuant to the agreement,  the Adviser has agreed to waive
      or limit its fees and to assume  other  expenses for the first three years
      of operations so that the total annual operating  expenses for the Fund is
      limited to 1.90%.

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  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                 $193           $596



OBJECTIVES AND STRATEGIES

The investment  objective of the Fund is to achieve  capital  appreciation.  The
Fund seeks to achieve this objective by investing in a non-diversified portfolio
consisting primarily of equity securities or securities  convertible into equity
securities,  such as warrants,  convertible  bonds,  debentures  or  convertible
preferred stock. Under normal  circumstances,  the Fund will invest at least 75%
of its total assets in securities of companies  principally  engaged in genomics
or genomic-related businesses.

The human body  contains 75  trillion  cells and each cell  nucleus  contains 46
chromosomes.  Each chromosome is a twisted strand of DNA which can measure up to
nine feet in length,  but is only about 20 atoms  across.  Genes are segments of
DNA and contain the instructions to make proteins,  the building blocks of life.
The Human Genome Project was begun by the Federal government in 1986 to identify
all  genes,  their  location  on  the  chromosome   (mapping),   their  chemical
composition  (sequencing),  and their function.  Some people believe identifying
the entire human genome may be the greatest challenge ever undertaken by man. In
the past few years,  private  companies  have  joined  with the  government  and
universities in the search to unravel the basic genomic code. These efforts have
accelerated  the discovery  process and experts  predict the entire human genome
sequence may be identified as early as 2001.

When  selecting  investments  for the Fund,  the  Adviser  will seek to identify
companies that it believes are likely to benefit from new or innovative genomics
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. Dividend income, if any,
is likely to be incidental.

RISKS

GenomicsFund.com   invests  primarily  in  companies  engaged  in  genomics  and
genomics-related  activities.  The value of this type of company is particularly
vulnerable to rapidly  changing  technology,  extensive  government  regulation,
inconsistent  regulation in different countries or markets,  and relatively high
risks  of  obsolescence   caused  by  scientific  and  technological   advances.
Technology sectors historically have been volatile,  and securities of companies
in these sectors may be subject to abrupt or erratic price  movements.  For such
reasons,  the Fund may experience  greater  volatility than funds with portfolio
investments which are not subject to these types of risks.

The economic prospects of genomics  companies can dramatically  fluctuate due to
changes in the regulatory and  competitive  environment in which these companies
operate. A substantial  portion of services and research is funded or subsidized
by the government, so changes in government policy at the federal or state level
may affect the demand for these products or services,  and the  continuation  or
success of research and development  efforts.  Regulatory approvals often entail
lengthy application and testing procedures and are generally required before new
products may be  introduced.  The Adviser will seek to reduce such risks through
extensive research, and emphasis on more globally-competitive companies.

The  Fund  will  seek to  identify  securities  of  companies  conducting  these
activities.  Typically,  these  companies'  products  or  services  compete on a
global,  rather  than a  predominately  domestic  or  regional  basis,  and  the
securities of these companies may be subject to fluctuations in value due to the
effect of changes  in the  relative  values of  currencies  where the  companies
conduct their  businesses.  The history of these markets  reflect both decreases
and  increases  in  worldwide  currency   valuations,   and  these  may  reoccur
unpredictably in the future.

The Fund is subject to stock market risk,  which is the  possibility  that stock
prices overall will decline over short or even long periods.  Stock markets tend
to move in cycles, with periods of rising prices and periods of falling prices.

Therefore,  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 asset  allocation or selection are incorrect,  the Fund may not perform as
anticipated.

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.  To the
extent that  securities of small  companies are not liquid,  the Fund will limit
its  investments in such  securities to not more than 15% of assets.  You should
expect  that the value of Fund  shares may be more  volatile  than the shares of
mutual fund investing primarily in larger company stocks.

The Fund is  non-diversified  under the  Investment  Company  Act of 1940 ("1940
Act"),  which  means  that the Fund may  invest  more of its assets in a smaller
number of issuers. Under normal  circumstances,,  the Fund will be concentrating
its investments in genomics  companies such as those described  above,  and will
always have not less than 25% of its assets in this industry.  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.

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.

When the Fund's  management  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 or certificates of deposits. When the Fund is in a
temporary  defensive  position it may not achieve its  investment  objective  of
capital appreciation.

MANAGEMENT ORGANIZATION AND CAPITAL STRUCTURE

Investment  Adviser - xGENx,  LLC (the "Adviser")  manages the investment of the
assets of the Fund pursuant to the Investment  Advisory Agreement (the "Advisory
Agreement").  The Adviser is a newly  formed  company and its only client is the
Fund.  The  address  of the  Adviser  is 555  Quince  Orchard  Road,  Suite 606,
Gaithersburg, Maryland 20878. Steve Newby is President of the Adviser and is the
portfolio  manager of the Fund since its inception on March 1, 2000.  Since July
1990,  Mr.  Newby  has  been   President  of  Newby  &  Company,   a  securities
broker/dealer  firm  located  in  Gaithersburg,  Maryland.  Newby & Company is a
member firm of the National  Association of Securities  Dealers ("NASD") and the
Securities Investor Protection Corporation ("SIPC").

The Adviser provides the Fund with investment  management  services,  subject to
the  supervision  of the Board of Directors (the  "Directors"),  and with office
space for investment activities,  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  Fund's
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 1.0% on the first  $250  million of average
daily net assets of the Fund;  0.875% on average daily net assets of the Fund in
excess of $250  million and not more than $500  million;  and , 0.75% on average
daily net assets of the Fund over $500 million.

In the interest of limiting expenses of the Fund, the Adviser has entered into 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  so that the  total  annual  operating  expenses  for the Fund will not
exceed  1.90% of net  assets.  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.

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,  sold or exchanged at the NAV 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 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 First Dominion  Capital Corp.
(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 $5,000 and additional investments must be $100 or more. The Fund retains
the right to refuse to accept any order.

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")  P.O.  Box 26305,  Richmond,  VA 23260
together  with  your  check  payable  to the  GenomicsFund.com.  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 at 1-800-628-4077  for instructions,  then notify the Distributor
by calling 800-776-5455.  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 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.  A two percent  (2.00%)  redemption fee is deducted from proceeds of Fund
shares  redeemed less than one year after purchase and such fees are retained by
the Fund.

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 Company 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 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
charge or close your account if it falls below $1,000 solely because of a market
decline.

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 a suitable  money market fund.  Please  contact the Transfer Agent for
details.  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.

DISTRIBUTION 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,  a 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 a 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. The shares are offered and
sold without any sales charges imposed by the Fund or the Distributor.  However,
investment professionals who offer shares may request 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.

Information about the Company,  including the SAI, can be reviewed and copied at
the SEC's  Public  Reference  Room in  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 March 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>



                                GenomicsFund.com

                                   a series of

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

                       STATEMENT OF ADDITIONAL INFORMATION

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

The date of this SAI is March 1, 2000.


<PAGE>

TABLE OF CONTENTS
GENERAL INFORMATION
DDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS
INVESTMENT OBJECTIVES
STRATEGIES AND RISKS
INVESTMENT PROGRAMS
      DEPOSITARY RECEIPTS
      REPURCHASE AGREEMENTS
      DEBT SECURITIES
      U.S. GOVERNMENT SECURITIES
      CONVERTIBLE SECURITIES
      WARRANTS
      INVESTMENT COMPANIES
      ILLIQUID SECURITIES
      USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS
      RESTRICTED SECURITIES
      OTHER SECURITIES
INVESTMENT RESTRICTIONS
      FUNDAMENTAL POLICIES OR RESTRICTIONS
      NON-FUNDAMENTAL POLICIES OR RESTRICTIONS
MANAGEMENT OF THE COMPANY
PRINCIPAL HOLDERS OF SECURITIES
INVESTMENT ADVISER AND ADVISORY AGREEMENTS
MANAGEMENT-RELATED SERVICES
      ADMINISTRATION
      CUSTODIAN AND ACCOUNTING SERVICES
      TRANSFER AGENT
      DISTRIBUTOR
      INDEPENDENT ACCOUNTANTS
PORTFOLIO TRANSACTIONS
PORTFOLIO TURNOVER
CAPITAL STOCK AND DIVIDENDS
ADDITIONAL INFORMATION ABOUT PURCHASES AND SALES
DISTRIBUTION AND TAXES
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
GenomicsFund.com  (the "Fund").  The Fund is a separate investment  portfolio or
series of the Company.  See "Capital  Stock and Dividends" in this SAI. The Fund
is "non-diversified" as that term is defined in the 1940 Act.

ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS

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

INVESTMENT OBJECTIVES

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

STRATEGIES AND RISKS

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

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

INVESTMENT PROGRAMS

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

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

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

Debt Securities

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

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

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

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

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

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

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

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

INVESTMENT RESTRICTIONS

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

(1) Invest in companies for the purpose of exercising management or control;

(2) Invest in securities of other investment companies except by purchase in
    the open market  involving only  customary  broker's  commissions,  or as
    part of a merger, consolidation, or acquisition of assets;

(3) Purchase or sell commodities or commodity contracts;

(4) Invest in interests in oil, gas, or other mineral exploration or development
    programs;

(5) Purchase securities on margin, except for use of short-term
    credits  as  necessary   for  the  clearance  of  purchase  of  portfolio
    securities;

(6) Issue senior securities, (except the Funds may engage in transactions such
    as those permitted by SEC release IC-10666);

(7) Act as an  underwriter  of securities of other  issuers,  except that each
    Fund may invest up to 10% of the value of its total assets (at the time of
    investment)  in portfolio  securities  which the Fund might not be free to
    sell to the  public  without  registration  of such  securities  under the
    Securities  Act of 1933,  as amended (the "1933 Act"),  or any foreign law
    restricting distribution of securities in a country of a foreign issuer;

(8) Participate  on a joint or a joint  and  several  basis  in any  securities
    trading account;

(9) Engage in short sales;

(10)Purchase or sell real estate, provided that liquid securities of companies
    which deal in real estate or  interests  therein  would not be
    deemed to be an investment in real estate;

(11)Purchase the  securities of any issuer (other than  obligations  issued or
    guaranteed by the U.S. Government,  its agencies or instrumentalities) if,
    as a result,  more than 10% of the  outstanding  voting  securities of any
    issuer would be held by the Fund; and

(12)Make loans.

(13)Except as specified  below,  the Funds may only borrow money for temporary
    or  emergency  purposes  and then only in an amount not in excess of 5% of
    the lower of value or cost of its total assets, in which case the Fund may
    pledge,  mortgage or  hypothecate  any of its assets as security  for such
    borrowing but not to an extent greater than 5% of its total assets. A Fund
    may  borrow  money to avoid  the  untimely  disposition  of assets to meet
    redemptions,  in an  amount  up to 33 1/3%  of the  value  of its  assets,
    provided that the Fund maintains asset coverage of 300% in connection with
    borrowings,  and the Fund  does  not make  other  investments  while  such
    borrowings are outstanding.

(14)Concentrate  its  investments  in any  industry,  except that the Fund may
    concentrate   in   securities   of   companies   which  are   genomic  and
    genomic-related companies as described in the prospectus.

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

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

(1) Invest more than 15% of its net assets in illiquid securities;

(2) Engage in arbitrage transactions; or

(3) Purchase or sell options.

In applying its investment policies and restrictions:

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

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

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

      (ii) technology  companies will be divided according to their products and
           services, for example, hardware,  software,  information services and
           outsourcing,  or telecommunications will each be a separate industry;
           and

      (iii)utility  companies will be divided  according to their services,  for
           example,  gas, gas transmission,  electric and telephone will each be
           considered a separate industry.

MANAGEMENT OF THE COMPANY

Directors and Officers:

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

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

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

Samuel Boyd, Jr.                 Director              Mr.Boyd is Manager of the
10808 Hob Nail Court                                   Customer Services
Potomac, MD. 20854                                     Operations and Accounting
(9/18/40)                                              Division 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
5272 River Road                                        and tax consultant
Bethesda, MD. 20816                                    through his firm,
(6/11/36)                                              Management Consulting for
                                                       Professionals since 1968;
                                                       Director of Vontobel
                                                       Funds, Inc., a
                                                       registered investment
                                                       company
                                                       since March, 1997.
                                                       Mr.Poist is also a
                                                       certified public
                                                       accountant.

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

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

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


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

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

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

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

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

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

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

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

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

CONTROL PERSONS - PRINCIPAL HOLDERS OF SECURITIES

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

INVESTMENT ADVISER AND ADVISORY AGREEMENT

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

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

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

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

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

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

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

MANAGEMENT-RELATED SERVICES

ADMINISTRATION

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

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

CUSTODIAN AND ACCOUNTING SERVICES

Pursuant to a Custodian  Agreement  and  Accounting  Agency  Agreement  with the
Company dated October 28, 1998, Brown Brothers Harriman & Co. ("BBH"),  40 Water
Street,  Boston  Massachusetts,  02109,  acts  as the  custodian  of the  Fund's
securities  and cash  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 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.  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 Agency  Agreement with the Company dated August 19, 1997,
Fund Services, Inc. ("FSI") acts as the Company's transfer,  dividend disbursing
and redemption agent. FSI is located at 1500 Forest Avenue, Suite 111, Richmond,
VA 23229.  John Pasco,  III, Chairman of the Board of the Company owns one-third
of the voting shares of FSI, and therefore, FSI may be deemed to be an affiliate
of the Company and CSS.

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

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

DISTRIBUTOR

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

PLAN OF DISTRIBUTION

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

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

INDEPENDENT ACCOUNTANTS

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

PORTFOLIO TRANSACTIONS

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

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

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

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

PORTFOLIO TURNOVER

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

CAPITAL STOCK AND DIVIDENDS

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

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

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

ADDITIONAL INFORMATION ABOUT PURCHASES AND SALES

PURCHASING SHARES:

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

SELLING SHARES:

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

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

SMALL ACCOUNTS:

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

SPECIAL SHAREHOLDER SERVICES

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

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

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

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

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

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

If a shareholder has received a distribution from another  qualified  retirement
plan, all or part of that  distribution may be rolled over into your Fund IRA. A
rollover contribution is not subject to the limits on annual IRA contributions.

By acting within  applicable time limits of the distribution you can continue to
defer federal income taxes on your rollover  contribution and on any income that
is earned on that contribution.

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

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

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

TAX STATUS

DISTRIBUTIONS AND TAXES

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

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

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

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

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

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

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

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

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

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

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

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

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

INVESTMENT PERFORMANCE

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

YIELD INFORMATION

From time to time, the Fund may advertise a yield figure. A portfolio's yield is
a way of showing the rate of income the portfolio  earns on its investments as a
percentage of the  portfolio's  share price.  Under the rules of the SEC,  yield
must be calculated according to the following formula:

           YIELD = 2[(A-B + 1) -1] 6
                       CD

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

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

TOTAL RETURN PERFORMANCE

Under the rules of the SEC,  fund  advertising  performance  must include  total
return quotes, "T" below, calculated according to the following formula:

      P(1+ T)n = ERV

      Where:

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

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

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

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

FINANCIAL INFORMATION

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

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





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission