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File No. 33-
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811-07585
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. / /
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. / /
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WWW TRUST
(formerly named "WWW Internet Fund")
(Exact name of registrant as specified in charter)
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525 Vine Street, Suite 1330, Cincinnati, Ohio 45202
(Address of principal executive offices)
Registrant's Telephone Number: 513-357-8400
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Lawrence S. York, 131 Prosperous Place, Suite 17, Lexington, Kentucky 40509
(Name and address of agent for service)
Copy to:
Michael J. Meaney, Esq.
Benesch, Friedlander, Coplan & Aronoff P.L.L.
2300 BP America Building, 200 Public Square, Cleveland, Ohio 44114
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It is proposed that this filing will become effective (check appropriate box):
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/ / immediately upon filing pursuant to / / on (date) pursuant to paragraph (a)(i) of rule 485
paragraph (b) of rule 485
/ / on (date) pursuant to paragraph (b) of / / 75 days after filing pursuant to paragraph (a)(ii)
rule 485 of rule 485
/X/ 60 days after filing pursuant to paragraph (a)(i) / / on (date) pursuant to paragraph (a) (ii) of
of rule 485 rule 485.
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If appropriate, check the following box:
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Registrant has elected to register an indefinite number of shares of
beneficial interest. The amount of the registration fee pursuant to Rule
24f-2 of the Investment Company Act of 1940 is $500 and the amount of the
registration fee pursuant to Rule 8b-6 of the Investment Company Act of
1940 is $1,000.
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File No. 33-
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811-07585
WWW TRUST
FORM N-1A CROSS REFERENCE SHEET
Pursuant to Rule 481(a)
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Item in Part A of Form N-1A Location in Prospectus
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1. Cover Page Cover Page
2. Synopsis Summary of Fund Expenses
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Cover Page; General Information
5. Management of the Fund Management Services
5A. Manager's Discussion of Fund Not Applicable
Performance
6. Capital Stock and Other Securities General Information
7. Purchase of Securities Being Offered How to Buy Shares; Distribution and
Shareholder Servicing Plan
8. Redemption or Repurchase How to Redeem Shares
9. Pending Legal Proceedings Not Applicable
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Item in Part B of Form N-1A Location in Statement of Additional
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Information
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10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information; General Information
(Prospectus)
13. Investment Objectives and Policies Investment Objective and Policies
14. Management of the Registrant Management
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15. Control Persons and Principal Trustees and Officers
Holders of Securities
16. Investment Advisory and Other Management; Distribution Services
Services
17. Brokerage Allocation Portfolio Transactions; Distribution and
Shareholder Servicing Plan
18. Capital Stock and Other Securities General Information; General Information
(Prospectus)
19. Purchase, Redemption and Pricing of Redemption of Fund Shares; How to Buy
Securities being offered Shares (Prospectus); How to Redeem Shares
(Prospectus); Valuation
20. Tax Status Dividends, Distributions and Taxes
(Prospectus)
21. Underwriters Distribution Services
22. Calculation of Performance Data Not Applicable
23. Financial Statements Financial Statements
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
soliicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION
WWW INTERNET FUND
525 Vine Street, Suite 1330
Cincinnati, Ohio 45202
Telephone: (513) 357-8400
May 10, 1996
WWW Internet Fund (the "Fund") is a mutual fund which invests to
produce capital gain. The Fund invests primarily in equity securities of
companies that are or are expected to be engaged in the research, design,
development, manufacture and distribution of products, processes or services
that provide, or are expected to benefit from, technological advances or
improvements that relate to the Internet and/or the World Wide Web. Investment
advisory and management services are provided to the Fund by WWW Advisors, Inc.
(the "Manager"). For a description of the Fund's investment objective and
policies, including the risk factors associated with an investment in the Fund,
see "Investment Objective, Policies And Risks." There can be no assurance that
the Fund's investment objective will be achieved. Shares of the Fund are subject
to a 1% contingent redemption fee imposed on redemptions made within one year of
the date of purchase.
This Prospectus sets forth concisely the information a prospective
investor should know about the Fund before investing. Please read it carefully
before you invest and keep it for future reference. Additional information about
the Fund, including a Statement of Additional Information, has been filed with
the Securities and Exchange Commission. The Statement of Additional Information
is available upon request and without charge by calling or writing the Fund at
the telephone number or the address set forth above. The Statement of Additional
Information is dated the same date as this Prospectus and is incorporated herein
by reference in its entirety.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK,
INCLUDING THE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
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Summary of Fund Expenses............................................... 5
Investment Objective, Policies and Risks............................... 7
Management Services.................................................... 8
How to Buy Shares...................................................... 11
How to Redeem Shares................................................... 13
Distribution and Shareholder Servicing Plan............................ 15
Dividends, Distributions and Taxes..................................... 15
Systematic Investment Plan............................................. 16
Advertising the Fund's Performance..................................... 17
General Information.................................................... 17
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SUMMARY OF FUND EXPENSES
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SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price).................................................................... None
Redemption Fee (as a percentage of the amount
subject to charge)................................................................. 1.00%
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
Management Fees (after fee waiver)*................................................ .75%**
12b-1 Fees***...................................................................... .50%
Other Expenses (after expense reimbursement)*...................................... 1.25%
Total Fund Operating Expenses (after fee waiver and expense
reimbursement)*.................................................................... 2.50%
EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each
time period:
1 YEAR........................................................................... $35
3 YEARS.......................................................................... $79
EXAMPLE
You would pay the following expenses on the same investment,
assuming no redemption:
1 YEAR........................................................................... $25
3 YEARS.......................................................................... $79
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* Based on estimated expenses for the current fiscal year. The Manager
has undertaken to waive its investment advisory fee and assume certain
expenses (other than interest, taxes, brokerage fees and extraordinary
items) to the extent Total Fund Operating Expenses exceed 2.50%, except
that the amount of such obligation will not exceed the amount of fees
received by the Manager for the applicable period. Without such waiver
and expense reimbursement, Management Fees stated above would be 1.00%,
Other Expenses would be 1.25% and Total Fund Operating Expenses would
be 2.75%.
** The Management Fee is payable at an annual rate equal to 1% of the Fund's
average daily net assets, subject to increase or decrease by up to 0.50%
annually depending on the Fund's performance. See "Management Services."
*** Pursuant to the Rules of the National Association of Securities
Dealers, Inc., the aggregate annual distribution fees on shares of the
Fund may not exceed 6.25% of total gross sales, subject to certain
exclusions. The 6.25% limitation is imposed on the Fund rather than
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on a per shareholder basis. Therefore, a long-term shareholder of the
Fund may pay more in distribution fees than the economic equivalent of
6.25% of such shareholder's investment in such shares.
The amounts listed in the example should not be considered as
representative of future expenses and actual expenses may be greater or
less than those indicated. Moreover, while the example assumes a 5%
annual return, the Fund's actual performance will vary and may result
in an actual return greater or less than 5%.
The purpose of the foregoing table is to assist you in understanding
the various costs and expenses that investors will bear, directly or
indirectly, the payment of which will reduce investors' return on an
annual basis. Other Expenses and Total Fund Operating Expenses are
based on estimated amounts for the current fiscal year. In addition to
the expenses noted above, the Fund will charge $_____ for each wire
redemption. See "How to Redeem Shares." For a further description of
the various costs and expenses incurred in the Fund's operation, as
well as expense reimbursement or waiver arrangements, see "Management
Services."
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INVESTMENT OBJECTIVE, POLICIES AND RISKS
The Fund is a mutual fund whose investment objective is long term
growth through capital appreciation. Investing for capital appreciation
ordinarily exposes capital to added risk. Shares of the Fund are intended for
you only if you are able and willing to take such risk. There can be no
assurance that the Fund's investment objective will be attained.
The Fund seeks to achieve its objective by investing primarily in
equity securities of companies that the Manager believes are or will be engaged
in the research, design, development, manufacture or distribution of products,
processes or services that will provide, or are expected to benefit from,
technological advances or improvements that relate to the Internet and/or the
World Wide Web. Under normal conditions, the Fund invests at least 80% of its
net assets, exclusive of money market instruments, in equity securities of these
companies.
The Internet is a world-wide network of computers designed to permit
users to share information and transfer data quickly and easily. The World Wide
Web ("WWW") which is a means of graphically interfacing with the Internet, is a
hyper-text based publishing medium containing text, graphics, interactive
feedback mechanisms and links within WWW documents and to other WWW documents.
The Manager believes that the Internet is the emerging frontier interlinking
computers, telecommunications and broadcast. Consequently, there are
opportunities for continued growth in demand for components, products, media,
services, and systems to assist, facilitate, enhance, store, process, record,
reproduce, retrieve and distribute information, products and services for use by
businesses, institutions and consumers. Companies engaged in these efforts are
the central focus of the Fund. However, older technologies such as telephone,
broadcast, cable, pc video, print and photography may also be represented when
the Manager believes that these companies may successfully integrate existing
technology with new emerging technologies.
The value of Fund shares may be susceptible to factors affecting the
industries described above. These industries may be subject to greater
governmental regulation than many other industries and changes in governmental
policies and the need for regulatory approvals may have a material effect on the
products and services of these industries. In addition, because of its narrow
industry focus, the Fund's performance is closely tied to, and affected by,
these industries. Companies in an industry are often faced with the same
obstacles, issues or regulatory burdens, and their securities may react
similarly and move in unison to these and other market conditions.
Finally, competitive pressures and changing demand may have a
significant effect on the financial condition of companies in these industries.
Such companies spend heavily on research and development and are especially
sensitive to the risk of product obsolescence.
Although securities of large and well-established companies in the
information technology industries will be held in the Fund's portfolio, the Fund
also will invest in medium, small and/or newly-public companies which may be
subject to greater share price fluctuations and declining growth, particularly
in the event of rapid changes in technology and/or increased competition.
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Securities of those smaller and/or less seasoned companies may therefore expose
shareholders of the Fund to above-average risk.
Equity securities consist of common stocks, convertible securities and
preferred stocks. The convertible securities and preferred stocks in which the
Fund may invest will be rated at least investment grade by a nationally
recognized statistical rating organization at the time of purchase. Convertible
securities rated in the lowest investment grade rating may be considered to have
speculative characteristics. The Fund may invest, in anticipation of investing
cash positions, in money market instruments consisting of U.S. Government
securities, certificates of deposit, time deposits, bankers' acceptances,
short-term investment grade corporate bonds and other short-term debt
instruments, and repurchase agreements, as set forth in the Appendix. Under
normal market conditions, the Fund expects to have less than 15% of its assets
invested in money market instruments. However, when the Manager determines that
adverse market conditions exist, the Fund may adopt a temporary defensive
posture and invest all of its assets in money market instruments.
INVESTMENT TECHNIQUES. The Fund may engage in various investment
techniques, such as short selling, purchasing put and call options, and lending
portfolio securities, each of which involves risk. For a discussion of these and
other investment techniques and their related risks, see the Appendix to this
Prospectus.
CHANGES IN INVESTMENT POLICIES. Except as noted below, the foregoing
investment policies are not fundamental and the Fund's Board of Trustees may
change such policies without the vote of a majority of the Fund's outstanding
voting securities. The Board will not change the Fund's investment objective of
seeking to produce capital appreciation without such a vote. A more detailed
description of the Fund's investment policies, including a list of those
restrictions on the Fund's investment activities which cannot be changed without
such a vote, appears in the Statement of Additional Information.
MANAGEMENT SERVICES
THE MANAGER. The Board of Trustees provides broad supervision over the
affairs of the Fund. Pursuant to a Management Agreement between the Fund and WWW
Advisors, Inc. (the "Manager") and subject to the authority of the Board of
Trustees, the Manager manages the investments of the Fund and is responsible for
the overall management of the business affairs of the Fund. The address of the
Manager is 131 Prosperous Place, Suite 17, Lexington, Kentucky 40509.
The Manager was founded in April 1996 by Lawrence S. York and James D.
Greene. Mr. York, the Chairman of the Board and President of the Fund, is the
Chairman of the Board and President of the Manager and owns 35% of its
outstanding shares. Mr. York also is President of Capital Advisors Group, Inc. a
financial planning and investment advisory firm and President of R H York &
Company, Inc., a registered NASD broker dealer. Mr. York and these companies
provide investment management advice to individual, business and institutional
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accounts having an aggregate value of more than $50 million. Mr. York is a
co-portfolio manager of the Fund, responsible for fundamental financial
research. Mr. York holds a B.A. degree from Berea College and an M.B.A. degree
from the University of Kentucky.
Mr. Greene, the Vice President, Secretary and Treasurer of the Fund, is
the Executive Senior Vice President of the Manager and owns 35% of its
outstanding shares. Since 1991 Mr. Greene has been a marketing strategist with
Lexmark International, Inc., a manufacturer of network personal computer and
office electronics, and previously held marketing and strategist positions with
other computer companies such as Tandy, Computerland and Texas Instruments. Mr.
Greene is a co-portfolio manager of the Fund, responsible for providing the Fund
with technology assessments and for identifying promising internet technology
companies for purchase by the Fund. Mr. Greene holds a B.A. degree from the
University of Kentucky.
MANAGEMENT FEES. Under the terms of the Management Agreement, the Fund
has agreed to pay the Manager a base monthly management fee at the annual rate
of 1.00% of the Fund's average daily net assets (the "Base Fee") which will be
adjusted monthly (the "Monthly Performance Adjustment") depending on the extent
by which the investment performance of the Fund, after expenses, exceeded or was
exceeded by the percentage change of the S&P 500 Index. Under terms of the
Management Agreement, the monthly performance adjustment may increase or
decrease the total management fee payable to the Manager (the "Total Management
Fee") by up to .50% per year of the value of the Fund's average daily net
assets.
The monthly Total Management Fee is calculated as follows: (a)
one-twelfth of 1.0% annual Base Fee rate (0.083%) is applied to the Fund's
average daily net assets over the most recent calendar month, giving a dollar
amount which is the Base Fee for that month; (b) one-twelfth of the applicable
performance adjustment rate from the table below is applied to the Fund's
average daily net assets over the most recent calendar month, giving a dollar
amount which is the Monthly Performance Adjustment (for the first twelve-month
period no performance adjustment will be made); and (c) the Monthly Performance
Adjustment is then added to or subtracted from the Base Fee and the result is
the amount payable by the Fund to the Manager as the Total Management Fee for
that month.
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The full range of Total Management Fee on an annualized basis is as
follows:
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PERCENTAGE POINT DIFFERENCE BETWEEN FUND
PERFORMANCE (NET OF EXPENSES INCLUDING PERFORMANCE
ADVISORY FEES) AND PERCENTAGE CHANGE IN ADJUSTMENT
THE S&P 500 INDEX BASE FEE (%) RATE (%) TOTAL FEE (%)
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+3.00 percentage points or more............................ 1% .50% 1.50%
+2.75 percentage points or more but less than +3.00
percentage points.......................................... 1% .40% 1.40%
+2.50 percentage points or more but less than +2.75
percentage points.......................................... 1% .30% 1.30%
+2.25 percentage points or more but less than +2.50
percentage points.......................................... 1% .20% 1.20%
+2.00 percentage points or more but less than +2.25
percentage points.......................................... 1% .10% 1.10%
Less than +2.00 percentage points but more than -2.00
percentage points.......................................... 1% 0% 1.00%
- -2.00 percentage points or less but more than -2.25
percentage points.......................................... 1% -.10% .90%
- -2.25 percentage points or less but more than -2.50
percentage points.......................................... 1% -.20% .80%
- -2.50 percentage points or less but more than -2.75
percentage points.......................................... 1% -.30% .70%
- -2.75 percentage points or less but more than -3.00
percentage points.......................................... 1% -.40% .60%
- -3.00 percentage points or less............................ 1% -.50% .50%
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The period over which performance is measured is a rolling twelve-month period
and the performance of the S&P 500 Index is calculated as the sum of the change
in the level of the S&P 500 Index during the period, plus the value of any
dividends or distributions made by the companies whose securities comprise the
S&P 500 Index.
EXPENSES. All expenses incurred in the operation of the Fund will be
borne by the Fund, except to the extent specifically assumed by the Manager. The
expenses to be borne by the Fund will include: organizational costs, taxes,
interest, brokerage fees and commissions, fees of board members who are not
officers, directors or employees of the Manager or its affiliates, Securities
and Exchange Commission fees, state Blue Sky qualification fees, advisory,
administrative and fund accounting fees, charges of custodians, transfer and
dividend disbursing agents' fees, insurance premiums, industry association fees,
outside auditing and legal expenses, costs of maintaining the Fund's existence,
costs of independent pricing services, costs attributable to investor services
(including, without limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, costs of preparing and printing prospectuses
and statements of additional information, amounts payable under the Fund's
Distribution and Shareholder Servicing Plan (the "Plan") and any extraordinary
expenses.
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The Manager has undertaken, until such time as it gives investors 60
days' notice to the contrary, to reimburse the Fund in the amount, if any, by
which the total expenses of the Fund for any fiscal year, including amortization
of organizational expenses and amounts paid by the Fund under the Plan, exceed
2.50% of average annual net assets of the Fund, except that the amount of such
reimbursement shall not exceed the amount of fees received by the Manager under
the Management Agreement for the period for which reimbursement is made.
Reimbursement, if any, will be on a monthly basis, subject to year-end
adjustment. Interest expenses, taxes, brokerage fees and commissions, and
extraordinary expenses are not included as expenses for these purposes.
PORTFOLIO TRANSACTIONS. The Management Agreement recognizes that in the
purchase and sale of portfolio securities, the Manager will seek the most
favorable price and execution, and, consistent with that policy, may give
consideration to the research, statistical and other services furnished by
brokers or dealers to the Manager. The use of brokers who provide investment and
market research and securities and economic analysis may result in higher
brokerage charges than the use of brokers selected on the basis of the most
favorable brokerage commission rates and research and analysis received may be
useful to the Manager in connection with its services to other clients as well
as to the Fund. In over-the-counter markets, orders are placed with responsible
primary market makers unless a more favorable execution or price is believed to
be obtainable.
Consistent with these considerations, the Manager may (i) consider
sales of shares of the Fund as a factor in the selection of brokers or dealers
to execute portfolio transactions for the Fund and (ii) make substantial use of
the brokerage services of RH York & Company, Inc., an affiliate of the Manager.
PORTFOLIO TURNOVER. A change in securities held by the Fund is known as
"portfolio turnover" which may result in the payment by the Fund of dealer
spreads or underwriting commissions and other transaction costs on the sale of
securities as well as on the reinvestment of the proceeds in other securities.
Although it is the policy of the Fund to hold securities for investment, changes
in the securities held by the Fund will be made from time to time when the
Manager believes such changes will strengthen the Fund's portfolio. It is
estimated that the portfolio turnover of the Fund generally will not exceed
100%.
CUSTODIAN AND TRANSFER AGENT. _______________, _______________ is the
Fund's custodian. _______________, _______________ is the Fund's transfer agent
and dividend disbursing agent (the "Transfer Agent").
HOW TO BUY SHARES
GENERAL. The minimum initial investment is $1,000 ($250 for IRA's).
Subsequent investments ordinarily must be at least $100. Share certificates are
issued only upon written request. The Fund reserves the right to reject any
purchase order. The Fund reserves the right to vary or waive the initial and
subsequent investment minimum requirements at any time.
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Purchases of the Fund's shares may be made through a brokerage account
maintained with certain investment dealers who are members of the National
Association of Securities Dealers, Inc. who have sales agreements with the Fund
(an "Authorized Dealer"). Purchases of the Fund's shares also may be made
directly through the Transfer Agent.
Purchases are effected at the net asset value next determined after a
purchase order is received by an Authorized Dealer or the Transfer Agent (the
"trade date"). Payment for shares generally is due to the Authorized Dealer on
the third business day (the "settlement date") after the trade date.
Purchases through Authorized Dealers may be made by check or by wiring
Federal Funds with funds held in brokerage accounts at the Authorized Dealer.
Checks should be made payable as follows: (i) to an investor's Authorized Dealer
or (ii) to "WWW Internet Fund" if purchased directly from the Fund, and should
be directed to the Transfer Agent at [address]. Payment by check must be
received within three business days of receipt of the purchase order by an
Authorized Dealer. Orders placed directly with the Transfer Agent must be
accompanied by payment. An investor's Authorized Dealer is responsible for
forwarding payment promptly to the Fund. The payment proceeds of a redemption of
shares recently purchased by check may be delayed as described under "How to
Redeem Shares."
Investors who are not clients of an Authorized Dealer may purchase Fund
shares through the Transfer Agent. To make an initial investment in the Fund, an
investor must establish an account with the Fund by furnishing necessary
information to the Fund. An account with the Fund may be established by
completing and signing the Account Information Form, and mailing it, together
with a check to cover the purchase, to [name & address of Transfer Agent].
Subsequent purchases of shares may be made by checks made payable to the Fund
and directed to the above address. The Fund account number should appear on the
check.
Purchase orders received by an Authorized Dealer or the Transfer Agent
before the close of regular trading on the New York Stock Exchange (currently
4:00 p.m., New York time) on any day the Fund calculates its net asset value are
priced according to the net asset value determined on that date. Purchase orders
received after the close of trading on the New York Stock Exchange are priced as
of the time the net asset value is next determined.
NET ASSET VALUE. Shares of the Fund are sold on a continuous basis. Net
asset value per share is determined as of the close of regular trading on the
floor of the New York Stock Exchange (currently 4:00 p.m., New York time) on
each business day. The net asset value per share of the Fund is computed by
dividing the value of the Fund's net assets by the total number of shares of the
Fund outstanding. The Fund's investments are valued based on market value or,
where market quotations are not readily available, based on fair value as
determined in good faith by, or in accordance with procedures established by,
the Fund's Board of Trustees.
Federal regulations require that investors provide a certified Taxpayer
Identification Number (a "TIN") upon opening or reopening an account. See
"Dividends, Distributions and
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Taxes." Failure to furnish a certified TIN to the Fund could subject the
investor to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
HOW TO REDEEM SHARES
GENERAL. Investors may request redemption of Fund shares at any time.
Redemption requests may be made as described below. When a request is received
in proper form, the Fund will redeem the shares at the next determined net asset
value. The Fund imposes no charges (other than any applicable redemption fee)
when shares are redeemed directly through the Transfer Agent.
The Fund ordinarily will make payment for all shares redeemed within
three days after receipt by the Transfer Agent of a redemption request in proper
form, except as provided by the rules of the Securities and Exchange Commission.
However, if an investor has purchased Fund shares by check and subsequently
submits a redemption request by mail, the redemption proceeds will not be
transmitted until the check used for investment has cleared, which may take up
to 15 days. The Fund will reject requests to redeem shares by telephone or wire
for a period of 15 days after receipt by the Transfer Agent of the purchase
check against which such redemption is requested. This procedure does not apply
to shares purchased by wire payment.
The Fund reserves the right to redeem investor accounts at its option
upon not less than 60 days' written notice if the account's net asset value is
$1,000 ($250 for IRA's) or less, for reasons other than market conditions, and
remains so during the notice period.
CONTINGENT REDEMPTION FEE. A redemption fee of 1% payable to the Fund
is imposed on any redemption of shares within one year of the date of purchase.
No redemption fee will be imposed to the extent that the net asset value of the
shares redeemed does not exceed (i) the current net asset value of shares
acquired through reinvestment of dividends or capital gain distributions, plus
(ii) increases in the net asset value of an investor's shares above the dollar
amount of all such investor's payments for the purchase of shares held by the
investor at the time of redemption. If the aggregate value of shares redeemed
has declined below their original cost as a result of the Fund's performance,
the applicable redemption fee will be applied to the then-current net asset
value rather than the purchase price.
In determining whether a redemption fee is applicable to a redemption,
the calculation will be made in a manner that results the lowest possible rate.
It will be assumed that the redemption is made first of amounts representing
shares acquired pursuant to the reinvestment of dividends and distributions;
then of amounts representing the increase in net asset value of shares above the
total amount of payments for the purchase of shares made during the preceding
year; then of amounts representing shares purchased more than one year prior to
the redemption; and finally, of amounts representing the cost of shares
purchased within one year prior to the redemption.
REDEMPTION THROUGH AUTHORIZED DEALERS. Shareholders having a brokerage
account may submit redemption requests to their Authorized Dealer in person or
by telephone, mail or wire.
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As the Fund's agent, Authorized Dealers may honor a redemption request by
repurchasing Fund shares from a redeeming shareholder at the shares' net asset
value next computed after receipt of the request by the Authorized Dealer. Under
normal circumstances, within three days, redemption proceeds will be paid by
check or credited to the shareholders' brokerage account at the election of the
shareholder. Authorized Dealers are responsible for promptly forwarding
redemption requests to the Transfer Agent.
If an investor authorizes telephone redemption, the Transfer Agent may
act on telephone instructions from any person representing himself or herself to
be a representative of the Authorized Dealer and reasonably believed by the
Transfer Agent to be genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal identification, to
confirm that instructions are genuine and, if it does not follow such
procedures, the Transfer Agent or the Fund may be liable for any losses due to
unauthorized or fraudulent instructions. Neither the Fund nor the Transfer Agent
will be liable for following telephone instructions reasonably believed to be
genuine.
REDEMPTION THROUGH THE TRANSFER AGENT. Shareholders who do not have a
brokerage account with an Authorized Dealer who wish to redeem shares must
redeem their shares through the Transfer Agent by mail; other shareholders also
may redeem Fund shares through the Transfer Agent. Mail redemption request
should be sent to the Transfer Agent at: [name and address].
ADDITIONAL INFORMATION ABOUT REDEMPTIONS. A shareholder may have
redemption proceeds of $500 or more wired to the shareholder's brokerage account
or a commercial bank account designated by the shareholder. A transaction fee of
$_______ will be charged for payments by wire. Questions about this option, or
redemption requirements generally, should be referred to any Authorized Dealer
or to the Transfer Agent if the shares are not held in a brokerage account.
Written redemption instructions, and duly endorsed stock certificates,
if previously issued, must be received by the Transfer Agent in proper form and
signed exactly as the shares are registered. All signatures must be guaranteed.
The Transfer Agent has adopted standards and procedures pursuant to which
signature guarantees in proper form generally will be accepted from domestic
banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations,
as well as from participants in the New York Stock Exchange Medallion Signature
Program, the Stock Exchange Medallion Program and the Securities Transfer Agents
Medallion Program ("STAMP"). Such guarantees must be signed by an authorized
signatory thereof with "Signature Guaranteed" appearing with the shareholder's
signature. If the signature is guaranteed by a broker or dealer, such broker or
dealer must be a member of a clearing corporation and maintain net capital of at
least $100,000. Signature-guarantees may not be provided by notaries public.
Redemption requests by corporate and fiduciary shareholders must be accompanied
by appropriate documentation establishing the authority of the person seeking to
act on behalf of the account. Investors may obtain from the Fund or the Transfer
Agent forms of resolutions and other documentation which have been prepared in
advance to assist compliance with the Fund's procedures. Any questions with
respect to signature guarantees should be directed to the Transfer Agent by
calling _______________.
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<PAGE> 16
During times of drastic economic or market conditions, investors may
experience difficulty in contacting Authorized Dealers by telephone to request a
redemption of Fund shares. In such cases, investors should consider using the
other redemption procedures described herein. Use of these other redemption
procedures may result in the redemption request being processed at a later time
than it would have been if telephone redemption had been used. During the delay,
Fund's the net asset value may fluctuate.
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
Under a plan adopted by the Fund's Board of Trustees pursuant to Rule
12b-1 under the 1940 Act (the "Plan"), the Fund pays the Manager a shareholder
servicing and distribution fee at the annual rate of .50% of the average daily
net assets of the Fund. Such fee will be used in its entirety by the Manager to
make payments for administration, shareholder services and distribution
assistance, including, but not limited to (i) compensation to securities dealers
and other organizations (each, a "Service Organization" and collectively, the
"Service Organizations"), for providing distribution assistance with respect to
assets invested in the Fund, (ii) compensation to Service Organizations for
providing administration, accounting and other shareholder services with respect
to Fund shareholders, and (iii) otherwise promoting the sale of shares of the
Fund, including paying for the preparation of advertising and sales literature
and the printing and distribution of such promotional materials to prospective
investors. The fees paid to the Manager under the Plan are in addition to the
fees payable under the Management Agreement and are payable without regard to
actual expenses incurred. The Fund understands that third parties also may
charge fees to their clients who are beneficial owners of Fund shares in
connection with their client accounts. These fees would be in addition to any
amounts which may be received by them from the Manager under the Plan.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily pays dividends from its net investment income and
distributes net realized securities gains, if any, once a year, but it may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. Dividends are automatically reinvested in additional
Fund shares at net asset value, unless the shareholder has elected to receive
payment in cash. All expenses are accrued daily and deducted before declaration
of dividends to investors.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains, paid by the Fund
will be taxable to U.S. shareholders as ordinary income, whether received in
cash or reinvested in additional shares of the Fund. Distributions from net
realized long-term securities gains of the Fund will be taxable to U.S.
shareholders as long-term capital gains for Federal income tax purposes.
Dividends and distributions also may be subject to state and local taxes.
15
<PAGE> 17
Notice as to the tax status of investors' dividends and distributions
will be mailed to them annually. Investors also will receive periodic summaries
of their accounts which will include information as to dividends and
distributions from securities gains, if any, paid during the year.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, distributions
from net realized securities gains and the proceeds of any redemption,
regardless of the extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the TIN furnished
in connection with opening an account is correct or that such shareholder has
not received notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or interest income on a
Federal income tax return. Furthermore, the IRS may notify the Fund to institute
backup withholding if the IRS determines a shareholder's TIN is incorrect or if
a shareholder has failed to properly report taxable dividend and interest income
on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of back
withholding does not constitute an additional tax imposed on the record owner of
the account, and may be claimed as a credit on the record owner's Federal income
tax return.
It is expected that the Fund will qualify as a "regulated investment
company" under the Code so long as such qualification is in the best interests
of its shareholders. Such qualification relieves the Fund of any liability for
Federal income tax to the extent its earnings are distributed in accordance with
applicable provisions of the Code. In addition, the Fund is subject to a
nondeductible 4% of excise tax, measured with respect to certain undistributed
amount of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
SYSTEMATIC INVESTMENT PLAN
The Systematic Investment Plan permits investors to purchase shares of
the Fund (minimum initial investment of $1,000 and minimum subsequent
investments of $100 per transaction) at regular intervals selected by the
investor. Provided the investor's bank or other financial institution allows
automatic withdrawals, shares may be purchased by transferring funds from the
account designated by the investor. At the investor's option, the account
designated will be debited in the specified amount, and shares will be purchased
once a month, on the [twentieth] day. Only an account maintained at a domestic
financial institution which is an Automated Clearing House member may be so
designated. Investors desiring to participate in the Systematic Investment Plan
should call the Transfer Agent at _______________ to obtain the appropriate
forms. The Systematic Investment Plan does not assure a profit and does not
protect against loss in declining markets. Since the Systematic Investment Plan
involves the continuous investment in the Fund regardless of fluctuating price
levels of the Fund's shares, investors should consider
16
<PAGE> 18
their financial ability to continue to purchase through periods of low price
levels. The Fund may modify or terminate the Systematic Investment Plan at any
time or charge a service fee. No such fee currently is contemplated.
ADVERTISING THE FUND'S PERFORMANCE
From time to time the Fund advertises its "total return" and "average
annual total return". These figures are based on historical earnings and are not
intended to indicate future performance. The "total return" shows what an
investment in shares of the Fund would have earned over a specified period of
time (for example, one and five year periods or since inception) assuming the
payment of the CDSC upon redemption and that all distributions and dividends
paid by the Fund were reinvested on the reinvestment dates during the period.
The "average annual total return" is the annual rate required for the initial
payment to grow to the amount which would be received at the end of the
specified period; i.e., the average annual compound rate of return. Total return
and average annual total return may also be presented without the effect of the
CDSC.
From time to time, reference may be made in advertising or promotional
material to performance information, including mutual fund rankings, prepared by
Lipper Analytical Service, Inc. ("Lipper"), an independent reporting service
which monitors the performance of mutual funds. In calculating the total return
of the Fund's shares, the Lipper analysis assumes investment of all dividends
and distributions paid but does not take into account applicable sales loads.
The Fund may also refer in advertisements or in other promotional material to
articles, comments listings and columns in the financial press pertaining to the
Fund's performance.
GENERAL INFORMATION
The Fund is an open-end diversified portfolio of WWW Trust (the
"Trust"). The Trust was organized as a business trust under the laws of the
state of Ohio in 1996. The Trust is authorized to issue an indefinite number of
shares of beneficial interest, par value $.001 per share. Shares have
non-cumulative voting rights, do not have preemptive or subscription rights and
are freely transferable. Upon issuance and sale in accordance with the terms of
this Prospectus, each share will be fully paid and nonassessable. Each share has
one vote.
The Trust's Board has authority to create additional portfolios of
shares without shareholder approval. All consideration received by the Trust for
shares of one of the portfolios and all assets in which such consideration is
invested will belong to that portfolio (subject only to the rights of creditors
of the Trust) and will be subject to the liabilities related thereto. The assets
attributable to, and the expenses of, one portfolio are treated separately from
those of the other portfolios. Each portfolio is treated as a separate entity
for certain matters under the 1940 Act, and for other purposes, and a
shareholder of one portfolio is not deemed to be a shareholder of any other
portfolio. For certain matters, Trust shareholders vote together as a group; as
to others, they vote separately by portfolio. By this Prospectus, shares of the
Fund are being offered.
17
<PAGE> 19
In order to provide the initial capital for the Fund, WWW Advisors,
Inc. has purchased a total of 10,000 shares of the Fund at $10.00 per share for
an aggregate purchase price of $100,000. As long as WWW Advisors Inc. owns more
than 25% of the Fund's shares, it will be deemed to be in "control" of the Fund
as that term is defined in the 1940 Act.
Shareholder inquiries may be made by writing to the Transfer Agent at
_________________________________________________, or by calling
(___)__________.
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<PAGE> 20
APPENDIX
In connection with its investment objective and policies, the Fund may
employ, among others, the following investment techniques which may involve
certain risks. Options transactions involve "derivative securities."
OPTIONS TRANSACTIONS
The Fund may invest up to 20% of its assets in exchange listed and
negotiated put and call options. Such options may be on individual securities or
on indexes. A put option gives the Fund, in return for the payment of a premium,
the right to sell the underlying security or index to another party at a fixed
price. If the market value of the underlying security or index declines, the
value of the put option would be expected to rise. If the market value of the
underlying security or index remains the same or rises, however, the put option
could lose all of its value, resulting in a loss to the Fund.
A call option gives the Fund, in return for the payment of a premium,
the right to purchase the underlying security or index from another party at a
fixed price. If the market value of the underlying security or index rises, the
value of the call option would also be expected to rise. If the market value of
the underlying security or index remains the same or declines, however, the call
option could lose all of its value, resulting in a loss to the Fund.
SHORT SELLING
Short sales are transactions in which the Fund sells a security it does
not own in anticipation of a decline in the market value of that security. To
complete such a transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund then is obligated to replace the security borrowed by
purchasing it at the market price at the time of replacement. The price at such
time may be more or less than the price at which the security was sold by the
Fund. Until the security is replaced, the Fund is required to pay to the lender
amounts equal to any dividend which accrues during the period of the loan. To
borrow the security, the Fund also may be required to pay a premium, which would
increase the cost of the security sold. The proceeds of the short sale will be
retained by the broker, to the extent necessary to meet margin requirements,
until the short position is closed out.
Until the Fund replaces a borrowed security in connection with a short
sale, the Fund will: (a) maintain daily a segregated account, containing cash,
cash equivalents or U.S. Government securities, at such a level that (i) the
amount deposited in the account plus the amount deposited with the broker as
collateral will equal the current value of the security sold short and (ii) the
amount deposited in the segregated account plus the amount deposited with the
broker as collateral will not be less than the market value of the security at
the time it was sold short; or (b) otherwise cover its short position in
accordance with positions taken by the Staff of the Securities and Exchange
Commission.
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<PAGE> 21
The Fund will incur a loss as a result of the short sale if the price
of the security increases between the date of the short sale and the date on
which the Fund replaces the borrowed security. The Fund will realize a gain if
the security declines in price between those dates. This result is the opposite
of what one would expect from a cash purchase of a long position in a security.
The amount of any gain will be decreased, and the amount of any loss increased,
by the amount of any premium or amounts in lieu of interest the Fund may be
required to pay in connection with a short sale. The Fund may purchase call
options to provide a hedge against an increase in the price of a security sold
short by the Fund. See "Appendix -- Options Transactions."
The Fund anticipates that the frequency of short sales will vary
substantially in different periods, and it does not intend that any specified
portion of its assets, as a matter of practice, will be invested in short sales.
However, no securities will be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed 20%
of the value of the Fund's net assets. The Fund may not sell short the
securities of any single issuer listed on a national securities exchange to the
extent of more than 5% of the value of its net assets. The Fund may not sell
short the securities of any class of an issuer to the extent, at the time of the
transaction, of more than 2% of the outstanding securities of that class.
LENDING PORTFOLIO SECURITIES
From time to time, the Fund may lend securities from its portfolio to
brokers, dealers and other financial institutions needing to borrow securities
to complete certain transactions. Such loans may not exceed 33 1/3% of the value
of the Fund's total assets. In connection with such loans, the Fund will receive
collateral consisting of cash, U.S. Government securities or irrevocable letters
of credit which will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. The Fund can increase
its income through the investment of such collateral. The Fund continues to be
entitled to payments in amounts equal to the interest, dividends and other
distributions payable on the loaned security and receives interest on the amount
of the loan. Such loans will be terminable at any time upon specified notice.
The Fund might experience risk of loss if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement with the Fund.
BORROWING MONEY
As a fundamental policy, the Fund is permitted to borrow to the extent
permitted under the 1940 Act. The 1940 Act permits an investment company to
borrow in an amount up to 33 1/3% of the value of such company's assets.
However, the Fund currently intends to borrow money only for temporary or
emergency (not leveraging) purposes, in an amount up to 15% of the value of its
total assets (including the amount borrowed) valued at the lesser of cost or
market, less liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of the Fund's total assets, the
Fund will not make any additional investments.
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<PAGE> 22
CERTAIN PORTFOLIO SECURITIES
CONVERTIBLE SECURITIES
Convertible securities are fixed-income securities that may be
converted at either a stated price or stated rate into underlying shares of
common stock. Convertible securities have general characteristics similar to
both fixed-income and equity securities. Although to a lesser extent than with
fixed-income securities generally, the market value of convertible securities
tends to decline as interest rates increase and, conversely, tends to increase
as interest rates decline. In addition, because of the conversion feature, the
market value of convertible securities tends to vary with fluctuations in the
market value of the underlying common stock, and, therefore, also will react to
variations in the general market for equity securities. A unique feature of
convertible securities is that as the market price of the underlying common
stock declines, convertible securities tend to trade increasingly on a yield
basis, and so 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 prices of the convertible securities tend to rise as a reflection
of the value of the underlying common stock. While no securities investments are
without risk, investments in convertible securities generally entail less risk
than investments in common stock of the same issuer.
As fixed-income securities, convertible securities are investments that
provide for a stable stream of income with generally higher yields than common
stocks. Of course, like all fixed-income securities, there can be no assurance
of current income because the issuers of the convertible securities may default
on their obligations. Convertible securities, however, generally offer lower
interest or dividend yields than non-convertible securities of similar quality
because of the potential for capital appreciation. A convertible security, in
addition to providing fixed income, offers the potential for capital
appreciation through the conversion feature, which enables the holder to benefit
from increases in the market price of the underlying common stock. There can be
no assurance of capital appreciation, however, because securities prices
fluctuate.
Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock, of the
same issuer. Because of the subordination feature, however, convertible
securities typically have lower ratings than similar non-convertible securities.
MONEY MARKET INSTRUMENTS
The Fund may invest, in the circumstances described under "Investment
Objective, Policies and Risks," in the following types of money market
instruments.
U.S. GOVERNMENT SECURITIES. The Fund may purchase securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, which
include U.S. Treasury securities that differ in their interest rates, maturities
and times of issuance. Treasury Bills have initial maturities of one year or
less; Treasury Notes have initial maturities of one to ten years; and
21
<PAGE> 23
Treasury Bonds generally have initial maturities of greater than ten years. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities, for example, Government National Mortgage Association
pass-through certificates, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Federal Home Loan Banks, by the
right of the issuer to borrower from the U.S. Treasury; others, such as those
issued by the Federal National Mortgage Association, by discretionary authority
of the U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student Loan Marketing
Association, only by the credit of the agency or instrumentality. These
securities bear fixed, floating or variable rates of interest. Principal and
interest may fluctuate based on generally recognized reference rates or the
relationship of rates. While the U.S. Government provides financial support to
such U.S. Government-sponsored agencies or instrumentalities, no assurance can
be given that it will always do so, since it is not so obligated by law.
BANK OBLIGATIONS. The Fund may invest in bank obligations, including
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations of banks, savings and loan associations and other banking
institutions.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. Time
deposits which may be held by the Fund will not benefit from insurance from the
Bank Insurance Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation. The Fund will not invest more than
15% of the value of its net assets in time deposits maturing in more than seven
days and in other securities that are illiquid.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
REPURCHASE AGREEMENTS. Repurchase agreements involve the acquisition by
the Fund of an underlying debt instrument, subject to an obligation of the
seller to repurchase, and the Fund to resell, the instrument at a fixed price
usually not more than one week after its purchase. Certain costs may be incurred
by the Fund in connection with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the
securities, realization on the securities by the Fund may be delayed or limited.
COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE OBLIGATIONS. Commercial
paper consists of short-term, unsecured promissory notes issued to finance
short-term credit needs. The commercial paper purchased by the Fund will consist
only of direct obligations which, at the time
22
<PAGE> 24
of their purchase, are (a) rated not lower than Prime-1 by Moody's Investors
Service Inc. ("Moody's"), A-1 by Standard & Poor's Corporation ("S&P"), F-1 by
Fitch Investors Service, Inc. ("Fitch") or Duff-1 by Duff & Phelps, Inc.
("Duff"), (b) issued by companies having an outstanding unsecured debt issue
currently rated not lower than Aa3 by Moody's or AA- by S&P, Fitch or Duff, or
(c) if unrated, determined by the Manager to be of comparable quality to those
rated obligations which may be purchased by the Fund. The Fund may purchase
floating and variable rate demand notes and bonds, which are obligations
ordinarily having stated maturities in excess of one year, but which permit the
holder to demand payment of principal at any time or at specified intervals.
WARRANTS
The Fund may invest up to 5% of its net assets in warrants, except that
this limitation does not apply to warrants acquired in units or attached to
securities. Included in such amount, but not to exceed 2% of the value of the
Fund's net assets, may be warrants which are not listed on the New York or
American Stock Exchange. A warrant is an instrument issued by a corporation
which gives the holder the right to subscribe to a specified amount of the
corporation's capital stock at a set price for a specified period of time.
FOREIGN SECURITIES
The Fund may invest up to 20% of its assets in securities of foreign
issuers directly or through American Depository Receipts ("ADRs"). Foreign
investments may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations. There may be less information available
about a foreign company than about a U.S. company and foreign companies may not
be subject to reporting standards and requirements comparable to those
applicable to U.S. companies. Foreign securities may not be as liquid as U.S.
securities. Securities of foreign companies may involve greater market risk than
securities of U.S. companies, and foreign brokerage commissions and custody fees
are generally higher than in the United States. Investments in foreign
securities may also be subject to local economic or political risks, political
instability and possible nationalization of issuers.
ILLIQUID SECURITIES
The Fund may invest up to 15% of the value of its net assets in
securities as to which a liquid trading market does not exist, provided such
investments are consistent with the Fund's investment objective. Such securities
may include securities that are not readily marketable, such as certain
securities that are subject to legal or contractual restrictions on resale,
repurchase agreements providing for settlement in more than seven days after
notice, and options traded in the over-the-counter market and securities used to
cover such options. As to these securities, the Fund is subject to a risk that
should the Fund desire to sell them when a ready buyer is not available at a
price the Fund deems representative of their value, the value of the Fund's net
assets could be adversely affected.
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<PAGE> 25
================================================================================
================================================================================
WWW INTERNET FUND
- --------------------------------------------------------------------------------
525 Vine Street, Suite 1330
Cincinnati, Ohio 45202
INVESTMENT MANAGER
WWW Advisors, Inc.
131 Prosperous Place, Suite 17
Lexington, Kentucky 40509
TRANSFER AGENT
- ---------------------------------------
- ---------------------------------------
- ---------------------------------------
PORTFOLIO SECURITIES CUSTODIAN
- ---------------------------------------
- ---------------------------------------
- ---------------------------------------
GENERAL COUNSEL
Benesch, Friedlander, Coplan & Aronoff P.L.L.
2800 Cincinnati Commerce Center
600 Vine Street
Cincinnati, Ohio 45202
EQCS1 4/96
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROSPECTUS
WWW INTERNET FUND
- --------------, 1996
- --------------------------------------------------------------------------------
<PAGE> 26
STATEMENT OF ADDITIONAL INFORMATION
WWW INTERNET FUND
525 Vine Street, Suite 1330
Cincinnati, Ohio 45202
Telephone (513) 357-8400
____________________, 1996
This Statement of Additional Information, which is not a prospectus,
expands upon and supplements the information contained in the current Prospectus
of WWW Internet Fund (the "Fund") of WWW Trust (the "Trust") dated
____________________, 1996. It should be read in conjunction with the
Prospectus, which may be obtained without charge by writing or calling the Fund
at the above address or telephone number. This Statement of Additional
Information is incorporated by reference into the Prospectus in its entirety.
WWW Advisors, Inc. (the "Manager") is the Fund's investment manager.
1
<PAGE> 27
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Investment Objective and Policies...................................... 2
Trustees and Officers.................................................. 4
Management............................................................. 5
Distribution and Shareholder Servicing Plan............................ 5
Portfolio Transactions................................................. 6
Redemption of Fund Shares ............................................. 7
Valuation.............................................................. 7
General Information.................................................... 8
</TABLE>
<PAGE> 28
INVESTMENT OBJECTIVES AND POLICIES
The investment objective and policies of the Fund are described in the
Fund's Prospectus under the heading "Investment Objective, Policies and Risks"
and in the Appendix to the Prospectus. In addition to its fundamental investment
objective of seeking to produce capital appreciation, the Fund has adopted the
following fundamental investment policies and restrictions. These policies
cannot be changed without approval by the holders of a majority of the
outstanding voting securities of the Fund. As defined in the Investment Company
Act of 1940 (the"Act"), the "vote of a majority of the outstanding voting
securities" means the lesser of the vote of (a) 67% of the shares of the Fund at
a meeting where more than 50% of the outstanding shares are present in person or
by proxy or (b) more than 50% of the outstanding shares of the Fund. The Fund
may not:
1. Purchase or retain any securities of an issuer if any of the
officers or Trustees of the Fund or its investment adviser owns beneficially
more than 1/2 of 1% of the securities of such issuer and together own more than
5% of the securities of such issuer.
2. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those relating to
indexes, and options on future contracts or indexes.
3. Purchase, hold or deal in real estate, real estate limited
partnership interests, or oil, gas or other mineral leases or exploration or
development programs, but the Fund may purchase and sell securities that are
secured by real estate or issued by companies that invest or deal in real estate
or real estate investment trusts.
4. Borrow money, except to the extent permitted under the 1940 Act. The
1940 Act permits an investment company to borrow in an amount up to 33-1/3% of
the value of such company's total assets. For purposes of this Investment
Restriction, the entry into options, forward contracts, futures contracts,
including those relating to indexes, and options on futures or indexes shall not
constitute borrowing.
5. Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements. However, the Fund may lend
its portfolio securities in an amount not to exceed 33-1/3% of the value of its
total assets.
6. Act as an underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of 1933,
as amended, by virtue of disposing of portfolio securities.
7. Issue any senior security (as such term is defined in Section 18(f)
of the 1940 Act).
2
<PAGE> 29
8. Purchase securities on margin, but the Fund may make margin deposits
in connection with transactions in options, forward contracts, futures
contracts, including those relating to indexes, and options on futures contracts
or indexes.
9. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessor) if such purchase
would cause the value of the Fund's investments in all such companies to exceed
5% of the value of its total assets.
10. Invest in the securities of a company for the purpose of exercising
management or control, but the Fund will vote the securities it owns in its
portfolio as a shareholder in accordance with its views.
11. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when- issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with respect
to options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.
12. Purchase, sell or write puts, calls or combinations thereof, except
as described in the Fund's Prospectus or Statement of Additional Information.
13. Engage in short sales of securities, except as described in the
Fund's Prospectus or Statement of Additional Information.
14. Invest more than 20% of its assets in securities of foreign issuers
(whether directly or through American Depository Receipts).
15. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if, in
the aggregate, more than 15% of the value of its net assets would be so
invested.
16. Purchase securities of other investment companies, except to the
extent permitted under the 1940 Act.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from a change in values or assets will not
constitute a violation of such restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of the Fund's shares in certain states.
Should the Fund determine that a commitment is no longer in the best interest of
the Fund and its shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of Fund shares in the state involved.
3
<PAGE> 30
TRUSTEES AND OFFICERS
Trustees and officers of the Trust, together with their ages and
information as to their principal business occupations during the past five
years, are shown below. Each Trustee who is an "interested person" of the Trust,
as defined in the 1940 Act, is indicated by an asterisk.
<TABLE>
<S> <C>
LAWRENCE S. YORK* (45) Trustee, Chairman of the Board and
131 Prosperous Place, Suite 17 President of the Trust; President, Capital
Lexington, Kentucky 40509 Advisors Group, Inc. (financial planning and
investment advisory firm); President, RH
York & Company, Inc. (broker-dealer)
JAMES D. GREENE* (38) Vice President, Secretary and Treasurer of
4185 Palmetto Drive the Trust; Marketing Strategist, Lexmark
Lexington, Kentucky 40513 International, Inc. (manufacturer of network
personal computer and office electronics)
JOHN C. RAMSAY* (__) Trustee of the Trust;
Suite 210 President of Ramsey-Hughes, Inc. (financial
602 Main Street services) from January 1996 to present;
Cincinnati, Ohio 45202 Portfolio manager for Cityfund, Inc. from
January 1995 to December 1995; previously
an account executive for Capital Investment
Group, Broker Transaction Services and
Coastal Equities.
</TABLE>
For so long as the Plan described in the section captioned
"Distribution and Shareholder Servicing Plan" remains in effect, the Trust's
Trustees who are not "interested persons" of the Fund, as defined in the 1940
Act, will be selected and nominated by the Trustees who are not "interested
persons" of the Trust.
No meetings of shareholders of the Trust will be held for the purpose
of electing Trustees unless and until such time as less than a majority of the
Trustees holding office have been elected by shareholders, at which time the
Trustees then in office will call a shareholders' meeting for the election of
Trustees. Under the 1940 Act, shareholders of record of not less than two-thirds
of the outstanding shares of the Trust may remove a Trustee through a
declaration in writing or by vote cast in person or by proxy at a meeting called
for that purpose. Under the Trust's Declaration of Trust, the Trustees are
required to call a meeting of shareholders for the purpose of voting upon the
question of removal of any such Trustee when required in writing to do so by the
shareholders of record of not less than 10% of the Trust's outstanding shares.
4
<PAGE> 31
The Trust does not compensate its officers. The Trust intends to pay
each Trustee who is not an officer or employee of the Manager a fee of
$__________ per meeting and reimbursement for travel and out-of-pocket expenses.
MANAGEMENT
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Management Services."
Under the Management Agreement dated ____________________, 1996,
subject to the control of the Board of Trustees, WWW Advisors, Inc. (the
"Manager"), manages the investment of the assets of the Fund, including making
purchases and sales of portfolio securities consistent with the Fund's
investment objectives and policies, and administers its business and other
affairs. The Manager provides the Fund with such office space, administrative
and other services and executive and other personnel as are necessary for Fund
operations. The Manager pays all of the compensation of trustees of the Fund who
are employees or consultants of the Manager and of the officers and employees of
the Fund.
The Management Agreement is subject to annual approval by (i) the
Trust's Board of Trustees or (ii) vote of a majority (as defined in the 1940
Act) of the outstanding voting securities of the Fund, provided that in either
event the continuance also is approved by a majority of the Board of Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Trust or
the Manager, by vote cast in person at a meeting called for the purpose of
voting on such approval. The Board of Trustees, including a majority of the
Trustees who are not "interested persons" of any party to the Agreement,
approved the Agreement at a meeting held on _______________, 1996. The Agreement
is terminable, without penalty, on 60 days' notice, by the Trust's Board of
Trustees or by vote of the holders of a majority of the Trust's shares, or, on
not less than 90 days' notice, by the Manager. As to the Fund, the Agreement
will terminate automatically in the event of its assignment (as defined in the
1940 Act).
The Manager is a Kentucky corporation incorporated in 1996. Lawrence S.
York is the Chief Executive Officer of the Manager and owns 35% of its
outstanding shares of stock. Mr. York is also President of RH York & Company,
Inc. James D. Greene is the Executive Senior Vice President of the Manager and
owns 35% of its outstanding shares of stock.
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Distribution and Shareholder
Servicing Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 1940 Act provides, among other things, that an investment
company may bear expenses of distributing its shares only pursuant to a plan
adopted in accordance with the Rule. The Trust's
5
<PAGE> 32
Trustees have adopted such a plan (the "Plan"). The Trust's Trustees believe
that there is a reasonable likelihood that the Plan will benefit the Fund and
its shareholders.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the Trustees
for their review. In addition, the Plan provides that it may not be amended to
increase materially the costs which shareholders may bear pursuant to the Plan
without approval of such shareholders and that other material amendments of the
Plan must be approved by the Board of Trustees, and by the Trustees who are
neither "interested persons" (as defined in the 1940 Act) of the Trust nor have
any direct or indirect financial interest in the operation of the Plan or in the
related Plan agreements, by vote cast in person at a meeting called for the
purpose of considering such amendments. The Plan and related agreements are
subject to annual approval by such vote cast in person at a meeting called for
the purpose of voting on the Plan. The Plan was approved by the Trustees and by
WWW Advisors, Inc., as sole shareholder of the Fund, on _________________, 1996.
The Plan is terminable at any time by vote of a majority of the Trustees who are
not "interested persons" and who have no direct or indirect financial interest
in the operation of the Plan or in the Plan agreements or by vote of holders of
a majority of the Fund's shares. A Plan agreement is terminable, without
penalty, at any time, by such vote of the Trustees, upon not more than 60 days'
written notice to the parties to such agreement or by vote of the holders of a
majority of the Fund's shares. A Plan agreement will terminate automatically in
the event of its assignment (as defined in the 1940 Act).
PORTFOLIO TRANSACTIONS
The Management Agreement recognizes that in the purchase and sale of
portfolio securities the Manager will seek the most favorable price and
execution, and, consistent with that policy, may give consideration to the
research, statistical and other services furnished by brokers or dealers to the
Manager for their use, as well as to the general attitude toward and support of
investment companies demonstrated by such brokers or dealers. Such services
include supplemental investment research, analysis and reports concerning
issuers, industries and securities deemed by the Manager to be beneficial to the
Fund. In addition, the Manager is authorized to place orders with brokers who
provide supplemental investment and market research and statistical and economic
analysis although the use of such brokers may result in a higher brokerage
charge to the Fund than the use of brokers selected solely on the basis of
seeking the most favorable price and execution and although such research and
analysis may be useful to the Manager in connection with its services to clients
other than the Fund.
In over-the-counter markets, the Fund deals with primary market makers
unless a more favorable execution or price is believed to be obtainable. The
Fund may buy securities from or sell securities to dealers acting as principal,
except dealers with which its directors and/or officers are affiliated.
Consistent with these considerations, the Manager may (i) consider
sales of shares of the Fund as a factor in the selection of brokers or dealers
to execute portfolio transactions for the
6
<PAGE> 33
Fund and (ii) make substantial use of the services of RH York & Company, Inc.,
an affiliate of the Manager.
REDEMPTION OF FUND SHARES
The procedures for redemption of Fund shares under ordinary
circumstances are set forth in the Prospectus. In unusual circumstances payment
may be postponed, or the right of redemption postponed for more than seven days,
if the orderly liquidation of portfolio securities is prevented by the closing
of, or restricted trading on the New York Stock Exchange during periods of
emergency, or such other periods as ordered by the Securities and Exchange
Commission. Payment may be made in securities, subject to the review of some
state securities commissions. If payment is made in securities, a shareholder
may incur brokerage expenses in converting these securities into cash.
VALUATION
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Buy Shares."
Portfolio securities, including covered call options written by the
Fund, are valued at the last sale price on the securities exchange or national
securities market on which such securities primarily are traded. Securities not
listed on an exchange or national securities market, or securities in which
there were no transactions, are valued at the average of the most recent bid and
asked prices, except in the case of open short positions where the asked price
is used for valuation purposes. Bid price is used when no asked price is
available. Short-term investments are carried at amortized cost, which
approximates value. Any securities or other assets for which recent market
quotations are not readily available are valued at fair value as determined in
good faith by the Trust's Board of Trustees. Expenses and fees, including the
management fee and distribution and service fees, are accrued daily and taken
into account for the purpose of determining the net asset value of the Fund's
shares.
Restricted securities, as well as securities or other assets for which
market quotations are not readily available, are valued at fair value as
determined in good faith by the Board of Trustees. The Board of Trustees will
review the method of valuation on a current basis. In making their good faith
valuation of restricted securities, the Trustees generally will take the
following factors into consideration: restricted securities which are, or are
convertible into, securities of the same class of securities for which a public
market exists usually will be valued at market value less the same percentage
discount at which purchased. This discount will be revised periodically by the
Board of Trustees if the Trustees believe that it no longer reflects the value
of the restricted securities. Restricted securities not of the same class as
securities for which a public market exists usually will be valued initially at
cost. Any subsequent adjustment from cost will be based upon considerations
deemed relevant by the Board of Trustees.
7
<PAGE> 34
GENERAL INFORMATION
CUSTODIAN. ________________________________________ serves as custodian
of the Fund. It also maintains, under the general supervision of the Manager,
the accounting records and determines the net asset value for the Fund.
AUDITORS. ________________________________________, independent
auditors, have been selected as auditors of the Fund. Their address is
________________________________.
As of _________________, 1996, all of the outstanding shares of the
Fund were owned by WWW Advisors, Inc., 131 Prosperous Place, Suite 17,
Lexington, Kentucky 40509. A shareholder who beneficially owns, directly or
indirectly, more than 25% of the Fund's voting securities may be deemed a
"control person" (as defined in the 1940 Act) of the Fund. WWW Advisors, Inc. is
controlled by Lawrence S. York, the Chairman of the Board and President of the
Fund, and James D. Greene, the Vice President, Treasurer and Secretary of the
Fund.
8
<PAGE> 35
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Balance Sheet at ____________________, 1996, together with
Report of Independent Certified Public Accountants dated
____________________, 1996.*
(b) Exhibits:
(1) Amended and Restated Declaration of Trust.
(2) By-laws.
(4a) Specimen certificate of Shares of Beneficial Interest.*
(5) Management Agreement between Registrant and WWW
Advisors, Inc.
(6) Sales Agreement between the Registrant and Dealers.*
(8) Custodian Agreement.*
(10) Opinion and Consent of Counsel.*
(11) Report and Consent of Independent Auditors.*
(13) Purchase Agreement for Initial Capital between
Registrant and WWW Advisors, Inc.*
(15) Distribution and Shareholder Servicing Plan.
(17) Financial Data Schedule meeting the requirements of Rule
483 under the Securities Act of 1933.*
* To be filed by Amendment.
Item 25. Persons Controlled by or Under Common Control with Registrant -
None.
Item 26. Number of Holders of Securities
As of ____________________, 1996, WWW Advisors, Inc. owned
all 10,000 of the Fund's issued and outstanding shares.
9
<PAGE> 36
Item 27. Indemnification
Reference is made to Article VIII of the Registrant's
Amended and Restated Declaration of Trust filed as Exhibit 1.
The application of these provisions is limited by Article 10
of the Registrant's By-Laws filed as Exhibit 2 and by the
following undertaking set forth in the rules promulgated by
the Securities and Exchange Commission:
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
trustees, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in such Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or
paid by a trustee, officer or controlling person of
the registrant in the successful defense of any
action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection
with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in such Act and will be governed
by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser.
Reference is made to the section in the Prospectus entitled
"Management Services."
Item 29. Principal Underwriters
The Registrant does not have a principal underwriter.
Item 30. Location of Accounts and Records
1. WWW Advisors, Inc.
131 Prosperous Place
Suite 17
Lexington, Kentucky 40509
2. WWW Trust
525 Vine Street
Suite 1330
Cincinnati, Ohio 45202
3. Name and address of Custodian to be supplied by Amendment
10
<PAGE> 37
4. Name and address of Transfer Agent to be supplied by
Amendment
Item 31. Management Services
Not applicable.
Item 32. Undertakings - The Registrant undertakes (1) to furnish a copy of
the Registrant's latest annual report, upon request and without
charge, to every person to whom a Prospectus is delivered and (2)
to file a post effective amendment, using reasonably current
financial statements which need not be certified, within four to
six months from the effective date of Registrant's Registration
Statement under the Securities Act of 1933.
11
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on the 8th day of
May, 1996.
WWW TRUST
By:/s/ Lawrence S. York
-------------------------------------------
Lawrence S. York
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Registration Statement has been signed
below by the following persons in the capacities indicated on May 8, 1996.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
Lawrence S. York Chairman of the Board (Principal executive
officer, financial officer and accounting
officer) and Trustee
James D. Greene Trustee, Vice President, Treasurer and
Secretary
John C. Ramsay Trustee
</TABLE>
Lawrence S. York, by signing his name below, signs this Registration
Statement on behalf of the above-named Trustees pursuant to Powers of Attorney
contained in the Registration Statement filed herewith with the Securities and
Exchange Commission.
Dated: May 8, 1996 /s/ Lawrence S. York
-------------------------------------------
LAWRENCE S. YORK, Attorney-in-Fact
12
<PAGE> 39
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page
- ------- ------- ----
<S> <C> <C>
(1) Amended and Restated Declaration of Trust.
(2) By-laws.
(4a) Specimen certificate of Shares of Beneficial Interest.*
(5) Management Agreement between Registrant and
WWW Advisors, Inc.
(6) Sales Agreement between the Registrant and Dealers.*
(8) Custodian Agreement.*
(10) Opinion and Consent of Counsel.*
(11) Report and Consent of Independent Auditors.*
(13) Purchase Agreement for Initial Capital between
Registrant and WWW Advisors, Inc.*
(15) Distribution and Shareholder Servicing Plan.
(17) Financial Data Schedule meeting the requirements of
Rule 483 under the Securities Act of 1933.*
<FN>
*To be filed by Amendment.
</TABLE>
<PAGE> 40
POWER OF ATTORNEY
The undersigned Trustee of WWW Trust, an Ohio business trust, which
anticipates filing with the Securities and Exchange Commission, Washington, DC,
under the provisions of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, a registration statement on Form
N-1A, hereby constitutes and appoints LAWRENCE S. YORK with full power of
substitution and resubstitution, as attorney to sign for the undersigned and in
my name, place and stead, as Trustee of said Trust, said registration statement
and any and all amendments and exhibits thereto, and any and all applications
and documents to be filed with the Securities and Exchange Commission pertaining
to such registration statement, with full power and authority to do and perform
any and all acts and things whatsoever requisite, necessary or advisable to be
done in the premises, as fully and for all intents and purposes as the
undersigned could do if personally present, hereby approving the acts of said
attorney, and any such substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of May,
1996.
/s/ James D. Greene
------------------------------------
JAMES D. GREENE
<PAGE> 41
POWER OF ATTORNEY
The undersigned Trustee of WWW Trust, an Ohio business trust, which
anticipates filing with the Securities and Exchange Commission, Washington, DC,
under the provisions of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, a registration statement on Form
N-1A, hereby constitutes and appoints LAWRENCE S. YORK with full power of
substitution and resubstitution, as attorney to sign for the undersigned and in
my name, place and stead, as Trustee of said Trust, said registration statement
and any and all amendments and exhibits thereto, and any and all applications
and documents to be filed with the Securities and Exchange Commission pertaining
to such registration statement, with full power and authority to do and perform
any and all acts and things whatsoever requisite, necessary or advisable to be
done in the premises, as fully and for all intents and purposes as the
undersigned could do if personally present, hereby approving the acts of said
attorney, and any such substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of May,
1996.
/s/ John C. Ramsay
------------------------------------
JOHN C. RAMSAY
<PAGE> 1
EXHIBIT (1)
AMENDED AND RESTATED DECLARATION OF TRUST
OF
WWW TRUST
(formerly known as "WWW Internet Fund")
THIS AMENDED AND RESTATED DECLARATION OF TRUST is made this 8th day of
May, 1996 by the Trustees hereunder (hereinafter with any additional and
successor trustees referred to as the "Trustees") and by the holders of shares
of beneficial interest to be issued hereunder as hereinafter provided.
WITNESSETH:
WHEREAS, this instrument amends and restates the Declaration of Trust
made as of April 2, 1996 by the signatories hereto, which Declaration of Trust
is hereby amended and restated in its entirety pursuant to Section 11.3 thereof
to read as hereinafter provided; and
WHEREAS, the Trustees have formed an unincorporated association in the
form of a business trust under the laws of the State of Ohio for the investment
and reinvestment of funds contributed thereto; and
WHEREAS, the Trustees have agreed to manage all property coming into
their hands as trustees of an Ohio business trust in accordance with the
provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets, which they may from time to time acquire in
any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon
the following terms and conditions for the pro rata benefit of the holders from
time to time of Shares, whether or not certificated, in this Trust as
hereinafter set forth.
ARTICLE I
Name and Definitions
Section 1. Name. This Trust shall be known as "WWW Trust".
Section 2. Definitions. Whenever used herein, unless otherwise
required by the context or specifically provided:
(a) The term "Commission" shall have the meaning provided
in the 1940 Act;
(b) The "Trust" refers to the Ohio business trust
established by this Amended and Restated Declaration of Trust, as
amended from time to time;
<PAGE> 2
(c) "Shareholder" means a record owner of Shares of the
Trust;
(d) "Shares" means the equal proportionate transferable
units of interest into which the beneficial interest in the Trust shall
be divided from time to time or, if more than one series or class of
Shares is authorized by the Trustees, the equally proportionate
transferable units into which each series or class of Shares shall be
divided from time to time, and includes a fraction of a Share as well
as a whole Share;
(e) The "1940 Act" refers to the Investment Company Act of
1940, and the Rules and Regulations thereunder, all as amended from
time to time;
(f) The term "Manager" is defined in Article IV, Section 5;
(g) The term "Person" shall mean an individual or any
corporation, partnership, joint venture, trust or other enterprise;
(h) "Declaration of Trust" shall mean this Amended and
Restated Declaration of Trust as amended or restated from time to time;
(i) "Bylaws" shall mean the Bylaws of the Trust as amended
from time to time;
(j) The term "series" or "series of Shares" refers to the
one or more separate investment portfolios of the Trust into which the
assets and liabilities of the Trust may be divided and the Shares of
the Trust representing the beneficial interest of Shareholders in such
respective portfolios; and
(k) The term "class" or "class of Shares" refers to the
division of Shares representing any series into two or more classes as
provided in Article III, Section 1 hereof.
ARTICLE II
Purposes of Trust
This Trust is formed for the following purpose or purposes:
(a) to conduct, operate and carry on the business of an
investment company;
(b) to subscribe for, invest in, reinvest in, purchase or
otherwise acquire, hold, pledge, sell, assign, transfer, lend, write
options on, exchange, distribute or otherwise dispose of and deal in
and with securities of every nature, kind, character, type and form,
including, without limitation of the generality of the foregoing, all
types of stocks, shares, futures contracts, bonds, debentures, notes,
bills and other negotiable or non-negotiable
2
<PAGE> 3
instruments, obligations, evidences of interest, certificates of
interest, certificates of participation, certificates, interests,
evidences of ownership, guarantees, warrants, options or evidences of
indebtedness issued or created by or guaranteed as to principal and
interest by any state or local government or any agency or
instrumentality thereof by the United States Government or any agency,
instrumentality, territory, district or possession thereof, by any
foreign government or any agency, instrumentality, territory, district
or possession thereof, by any corporation organized under the laws of
any state, the United States or any territory or possession thereof or
under the laws of any foreign country, bank certificates of deposit,
bank time deposits, bankers' acceptances and commercial paper; to pay
for the same in cash or by the issue of stock, including treasury
stock, bonds or notes of the Trust or otherwise; and to exercise any
and all rights, powers and privileges of ownership or interest in
respect of any and all such investments of every kind and description,
including, without limitation, the right to consent and otherwise act
with respect thereto, with power to designate one or more persons,
firms, associations or corporations to exercise any of said rights,
powers and privileges in respect of any said instruments;
(c) to borrow money or otherwise obtain credit and to
secure the same by mortgaging, pledging or otherwise subjecting as
security the assets of the Trust;
(d) to issue, sell, repurchase, redeem, retire, cancel,
acquire, hold, resell, reissue, dispose of, transfer, and otherwise
deal in, Shares including Shares in fractional denominations, and to
apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds or other assets of the appropriate
series or class of Shares, whether capital or surplus or otherwise, to
the full extent now or hereafter permitted by the laws of the State of
Ohio;
(e) to conduct its business, promote its purposes, and
carry on its operations in any and all of its branches and maintain
offices both within and without the State of Ohio, in any and all
States of the United States of America, in the District of Columbia,
and in any other parts of the world; and
(f) to do all and everything necessary, suitable,
convenient, or proper for the conduct, promotion, and attainment of any
of the businesses and purposes herein specified or which at any time
may be incidental thereto or may appear conducive to or expedient for
the accomplishment of any of such businesses and purposes and which
might be engaged in or carried on by a business trust organized under
Ohio Revised Code Chapter 1746, and to have and exercise all of the
powers conferred by the laws of the State of Ohio upon an Ohio business
trust.
The foregoing provisions of this Article II shall be construed both as
purposes and powers and each as an independent purpose and power.
3
<PAGE> 4
ARTICLE III
Beneficial Interest
Section 1. Shares of Beneficial Interest. The Shares of the Trust shall
be issued in one or more series as the Trustees may, without Shareholder
approval, authorize. Each series shall be preferred over all other series in
respect of the assets allocated to that series and shall represent a separate
investment portfolio of the Trust. The beneficial interest in each series at all
times shall be divided into Shares, with or without par value as the Trustees
may from time to time determine, each of which shall except as provided in the
following sentence, represent an equal proportionate interest in the series with
each other Share of the same series, none having priority or preference over
another. The Trustees may, without Shareholder approval, divide Shares of any
series into two or more classes, Shares of each such class having such
preferences and special or relative rights and privileges (including conversion
rights, if any) as the Trustees may determine. The number of Shares authorized
shall be unlimited, and the Shares so authorized may be represented in part by
fractional shares. From time to time, the Trustees may divide or combine the
Shares of any series or class into a greater or lesser number without thereby
changing the proportionate beneficial interests in the series or class.
Section 2. Ownership of Shares. The ownership of Shares will be
recorded in the books of the Trust or a transfer agent. The record books of the
Trust or any transfer agent, as the case may be, shall be conclusive as to who
are the holders of Shares of each series and class and as to the number of
Shares of each series and class held from time to time by each. No certificates
certifying the ownership of Shares need be issued except as the Trustees may
otherwise determine from time to time.
Section 3. Issuance of Shares. The Trustees are authorized, from time
to time, to issue or authorize the issuance of Shares at not less than the par
value thereof, if any, and to fix the price or the minimum price or the
consideration (in cash and/or such other property, real or personal, tangible or
intangible, as from time to time they may determine) or minimum consideration
for such Shares. Anything herein to the contrary notwithstanding, the Trustees
may issue Shares pro rata to the Shareholders of a series at any time as a stock
dividend, except to the extent otherwise required or permitted by the
preferences and special or relative rights and privileges of any classes of
Shares of that series, and any stock dividend to the Shareholders of a
particular class of Shares shall be made to such Shareholders pro rata in
proportion to the number of Shares of such class held by each of them.
All consideration received by the Trust for the issue or sale of Shares
of each series, together with all income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall belong irrevocably to the
series of Shares with respect to which the same were received by the Trust for
all purposes, subject only to the rights of creditors, and shall be so handled
upon the books of account of the Trust and are herein referred to as "assets of"
such series.
4
<PAGE> 5
Shares may be issued in fractional denominations to the same extent as
whole Shares, and Shares in fractional denominations shall be Shares having
proportionately to the respective fractions represented thereby all the rights
of whole Shares, including, without limitation, the right to vote, the right to
receive dividends and distributions, and the right to participate upon
liquidation of the Trust or of a particular series of Shares.
Section 4. No Preemptive Rights; Derivative Suits. Shareholders shall
have no preemptive or other right to subscribe for any additional Shares or
other securities issued by the Trust. No action may be brought by a Shareholder
on behalf of the Trust or a series unless a prior demand regarding such matter
has been made on the Trustees and the Shareholders of the Trust or such series.
Section 5. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof and to
have become a party hereto. The death of a Shareholder during the continuance of
the Trust shall not operate to terminate the same nor entitle the representative
of any deceased Shareholder to an accounting or to take any action in court or
elsewhere against the Trust or the Trustees, but only to the rights of said
decedent under this Trust. Ownership of Shares shall not entitle the Shareholder
to any title in or to the whole or any part of the Trust property or right to
call for a partition or division of the same or for an accounting, nor shall the
ownership of Shares constitute the Shareholders partners. Neither the Trust nor
the Trustees, nor any officer, employee or agent of the Trust shall have any
power to bind any Shareholder or Trustee personally or to call upon any
Shareholder for the payment of any sum of money or assessment whatsoever other
than such as the Shareholder at any time personally may agree to pay by way of
subscription for any Shares or otherwise. Every note, bond, contract or other
undertaking issued by or on behalf of the Trust shall include a recitation
limiting the obligation represented thereby to the Trust and its assets or the
assets of a particular series (but the omission of such a recitation shall not
operate to bind any Shareholder or Trustee personally).
ARTICLE IV
Trustees
Section 1. Election. A Trustee may be elected either by the Trustees or
the Shareholders. The Trustees named herein shall serve until the first meeting
of the Shareholders or until the election and qualification of their successors.
Prior to the first meeting of Shareholders the initial Trustees hereunder may
elect additional Trustees to serve until such meeting and until their successors
are elected and qualified. The Trustees also at any time may elect Trustees to
fill vacancies in the number of Trustees. The number of Trustees shall be fixed
from time to time by the Trustees and, at or after the commencement of the
business of the Trust, shall be not less than three. Each Trustee, whether
referred to hereinafter or hereafter becoming a Trustee, shall serve as a
Trustee during the lifetime of this Trust, until such Trustee dies,
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resigns, retires, or is removed, or, if sooner, until the next meeting of
Shareholders called for the purpose of electing Trustees and the election and
qualification of his successor. Subject to Section 16(a) of the 1940 Act, the
Trustees may elect their own successors and, pursuant to this Section, may
appoint Trustees to fill vacancies.
Section 2. Powers. The Trustees shall have all powers necessary or
desirable to carry out the purposes of the Trust, including, without limitation,
the powers referred to in Article II hereof. Without limiting the generality of
the foregoing, the Trustees may adopt By-Laws not inconsistent with this
Declaration of Trust providing for the conduct of the business of the Trust and
may amend and repeal them to the extent that they do not reserve that right to
the Shareholders; they may fill vacancies in their number, including vacancies
resulting from increases in their own number, and may elect and remove such
officers and employ, appoint and terminate such employees or agents as they
consider appropriate; they may appoint from their own number and terminate any
one or more committees; they may employ one or more custodians of the assets of
the Trust and may authorize such custodians to employ subcustodians and to
deposit all or any part of such assets in a system or systems for the central
handling of securities, retain a transfer agent and a Shareholder servicing
agent, or both, provide for the distribution of Shares through a principal
underwriter or otherwise, set record dates, and in general delegate such
authority as they consider desirable (including, without limitation, the
authority to purchase and sell securities and to invest funds, to determine the
net income of the Trust for any period, the value of the total assets of the
Trust and the net asset value of each Share, and to execute such deeds,
agreements or other instruments either in the name of the Trust or the names of
the Trustees or as their attorney or attorneys or otherwise as the Trustees from
time to time may deem expedient) to any officer of the Trust, committee of the
Trustees, any such employee, agent, custodian or underwriter or to any Manager.
Without limiting the generality of the foregoing, the Trustees shall
have full power and authority:
(a) To invest and reinvest cash and to hold cash
uninvested;
(b) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property; and
to execute and deliver proxies or powers of attorney to such person or
persons as the Trustees shall deem proper, granting to such person or
persons such power and discretion with relation to securities or
property as the Trustees shall deem proper;
(c) To hold any security or property in a form not
indicating any trust whether in bearer, unregistered or other
negotiable form or in the name of the Trust or a custodian,
subcustodian or other depository or a nominee or nominees or otherwise;
(d) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern,
any security of which is held in the Trust; to consent to any contract,
lease, mortgage, purchase or sale of property by
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such corporation or concern, and to pay calls or subscriptions with
respect to any security held in the Trust;
(e) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security with, or transfer any security to,
any such committee, depositary or trustee, and to delegate to them such
power and authority with relation to any security (whether or not so
deposited or transferred) as the Trustees shall deem proper, and to
agree to pay, and to pay, such portion of the expenses and compensation
of such committee, depositary or trustee as the Trustees shall deem
proper;
(f) To compromise, arbitrate, or otherwise adjust claims in
favor of or against the Trust or any matter in controversy, including,
but not limited to, claims for taxes;
(g) Subject to the provisions of Article III, Section 3, to
allocate assets, liabilities, income and expenses of the Trust to a
particular series of Shares or to apportion the same among two or more
series, provided that any liabilities or expenses incurred by a
particular series of Shares shall be payable solely out of the assets
of that series; and to the extent necessary or appropriate to give
effect to the preferences and special or relative rights and privileges
of any classes of Shares, to allocate assets, liabilities, income and
expenses of a series to a particular class of Shares of that series or
to apportion the same among two or more classes of Shares of that
series;
(h) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(i) To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or appropriate for the
conduct of the business, including, without limitation, insurance
policies insuring the assets of the Trust and payment of distributions
and principal on its portfolio investments, and insurance policies
insuring the Shareholders, Trustees, officers, employees, agents,
investment advisers or Managers, principal underwriters, or independent
contractors of the Trust individually against all claims and
liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action
alleged to have been taken or omitted by any such person as
Shareholder, Trustee, officer, employee, agent, investment adviser or
Manager, principal underwriter, or independent contractor, including
any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to indemnify
such person against such liability; and
(j) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry out
pension, profit-sharing, share bonus, share purchase, savings, thrift
and other retirement, incentive and benefit plans, trusts and
provisions, including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other benefits,
for any or all of the Trustees, officers, employees and agents of the
Trust.
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Further, without limiting the generality of the foregoing, the Trustees
shall have full power and authority to incur and pay out of the principal or
income of the Trust such expenses and liabilities as may be deemed by the
Trustees to be necessary or proper for the purposes of the Trust; provided,
however, that all expenses and liabilities incurred by or arising in connection
with a particular series of Shares, as determined by the Trustees, shall be
payable solely out of the assets of that series.
Any determination made in good faith and, so far as accounting matters
are involved, in accordance with generally accepted accounting principles by or
pursuant to the authority granted by the Trustees, as to the amount of the
assets, debts, obligations or liabilities of the Trust or a particular series or
class of Shares; the amount of any reserves or charges set up and the propriety
thereof; the time of or purpose for creating such reserves or charges; the use,
alteration or cancellation of any reserves or charges (whether or not any debt,
obligation or liability for which such reserves or charges shall have been
created shall have been paid or discharged or shall be then or thereafter
required to be paid or discharged); the price or closing bid or asked price of
an investment owned or held by the Trust or a particular series; the market
value of any investment or fair value of any other asset of the Trust or a
particular series; the number of Shares outstanding; the estimated expense to
the Trust or a particular series in connection with purchases of its Shares; the
ability to liquidate investments in an orderly fashion; and the extent to which
it is practicable to deliver a cross-section of the portfolio of the Trust or a
particular series in payment for any such Shares, or as to any other matters
relating to the issue, sale, purchase and/or other acquisition or disposition of
investments or Shares of the Trust or a particular series, shall be final and
conclusive, and shall be binding upon the Trust or such series and its
Shareholders, past, present and future, and Shares are issued and sold on the
condition and understanding that any and all such determinations shall be
binding as aforesaid.
Section 3. Meetings. At any meeting of the Trustees, a majority of the
Trustees then in office shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice.
When a quorum is present at any meeting, a majority of the Trustees
present may take an action, except when a larger vote is required by this
Declaration of Trust, the By-Laws or the 1940 Act.
Any action required or permitted to be taken at any meeting of the
Trustees or of any committee thereof may be taken without a meeting, if a
written consent to such action is signed by a majority of the Trustees or
members of any such committee then in office, as the case may be, and such
written consent is filed with the minutes of proceedings of the Trustees or any
such committee.
The Trustees or any committee designated by the Trustee may participate
in a meeting of the Trustees or such committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
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Section 4. Ownership of Assets of the Trust. Title to all of the assets
of each series of Shares of the Trust at all times shall be considered as vested
in the Trustees.
Section 5. Investment Advice and Management Services. The Trustees
shall not in any way be bound or limited by any present or future law or custom
in regard to investments by trustees. The Trustees from time to time may enter
into a written contract or contracts with any person or persons (herein called
the "Manager"), including any firm, corporation, trust or association in which
any Trustee or Shareholder may be interested, to act as investment advisers
and/or managers of the Trust and to provide such investment advice and/or
management as the Trustees from time to time may consider necessary for the
proper management of the assets of the Trust, including, without limitation,
authority to determine from time to time what investments shall be purchased,
held, sold or exchanged and what portion, if any, of the assets of the Trust
shall be held uninvested and to make changes in the Trust's Investments. Any
such contract shall be subject to the requirements of the 1940 Act with respect
to its continuance in effect, its termination and the method of authorization
and approval of such contract, or any amendment thereto or renewal thereof.
Any Trustee or any organization with which any Trustee may be
associated also may act as broker for the Trust in making purchases and sales of
securities for or to the Trust for its investment portfolio, and may charge and
receive from the Trust the usual and customary commission for such service. Any
organization with which a Trustee may be associated in acting as broker for the
Trust shall be responsible only for the proper execution of transactions in
accordance with the instructions of the Trust and shall be subject to no further
liability of any sort whatever.
The Manager, or any affiliate thereof, also may be a distributor for
the sale of Shares by separate contract or may be a person controlled by or
affiliated with any Trustee or any distributor or a person in which any Trustee
or any distributor is interested financially, subject only to applicable
provisions of law. Nothing herein contained shall operate to prevent any
Manager, who also acts as such a distributor, from also receiving compensation
for services rendered as such distributor.
Section 6. Removal and Resignation of Trustees. The Trustees or the
Shareholders (by vote of 66-2/3% of the outstanding Shares entitled to vote
thereon) may remove at any time any Trustee with or without cause, and any
Trustee may resign at any time as Trustee, without penalty by written notice to
the Trust; provided that sixty days' advance written notice shall be given in
the event that there are only three or fewer Trustees at the time a notice of
resignation is submitted.
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ARTICLE V
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. The Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Article IV, Section 1, of
this Declaration of Trust; provided, however, that no meeting of Shareholders is
required to be called for the purpose of electing Trustees unless and until such
time as less than a majority of the Trustees have been elected by the
Shareholders, (ii) for the removal of Trustees as provided in Article IV,
Section 6, (iii) with respect to any Manager as provided in Article IV, Section
5, (iv) with respect to any amendment of this Declaration of Trust as provided
in Article IX, Section 8, (v) with respect to the termination of the Trust or a
series of Shares as provided in Article IX, Section 5, and (vi) with respect to
such additional matters relating to the Trust as may be required by law, by this
Declaration of Trust, or the By-Laws of the Trust or any registration of the
Trust with the Commission or any state, or as the Trustees may consider
desirable. Each whole Share shall be entitled to one vote as to any matter on
which it is entitled to vote (except that in the election of Trustees said vote
may be cast for as many persons as there are Trustees to be elected), and each
fractional Share shall be entitled to a proportionate fractional vote.
Notwithstanding any other provision of this Declaration of Trust, on any matter
submitted to a vote of Shareholders, all Shares of the Trust then entitled to
vote shall be voted in the aggregate as a single class without regard to series
or classes of Shares, except (i) when required by the 1940 Act or when the
Trustees shall have determined that the matter affects one or more series or
classes differently Shares shall be voted by individual series or class and (ii)
when the Trustees have determined that the matter affects only the interests of
one or more series or classes then only Shareholders of such series or classes
shall be entitled to vote thereon. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy. A proxy with
respect to Shares held in the name of two or more persons shall be valid if
executed by any one of them, unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from any one of them. A
proxy purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. Whenever no Shares of any series or
class are issued and outstanding, the Trustees may exercise with respect to such
series or class all rights of Shareholders and may take any action required by
law, this Declaration of Trust or any ByLaws of the Trust to be taken by
Shareholders.
Section 2. Meetings. Meetings of the Shareholders may be called by the
Trustees or such other person or persons as may be specified in the By-Laws and
shall be called by the Trustees upon the written request of Shareholders owning
at least 30% of the outstanding Shares entitled to vote. Shareholders shall be
entitled to at least ten days' prior notice of any meeting.
Section 3. Quorum and Required Vote. Thirty percent (30%) of the
outstanding Shares shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of this
Declaration of Trust permits or requires that holders of any series or class
shall vote as a series or class, then thirty percent (30%) of the aggregate
number of Shares of that series or class entitled to vote shall be necessary to
constitute a quorum for the
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transaction of business by that series or class. Any lesser number, however,
shall be sufficient for adjournment and any adjourned session or sessions may be
held within 90 days after the date set for the original meeting without the
necessity of further notice. Except when a larger vote is required by any
provision of this Declaration of Trust or the ByLaws of the Trust and subject to
any applicable requirements of law, a majority of the Shares voted shall decide
any question and a plurality shall elect a Trustee, provided that where any
provision of law or of this Declaration of Trust permits or requires that the
holders of any series or class shall vote as a series or class, then a majority
of the Shares of that series or class voted on the matter (or a plurality with
respect to the election of a Trustee) shall decide that matter insofar as that
series or class is concerned.
Section 4. Action by Written Consent. Any action required or permitted
to be taken at any meeting may be taken without a meeting if a consent in
writing, setting forth such action, is signed by a majority of Shareholders
entitled to vote on the subject matter thereof (or such larger proportion
thereof as shall be required by any express provision of this Declaration of
Trust) and such consent is filed with the records of the Trust.
Section 5. Additional Provisions. The By-Laws may include further
provisions for Shareholders, votes and meetings and related matters.
ARTICLE VI
Distributions and Redemptions
Section 1. Distributions. The Trustees shall distribute periodically to
the Shareholders of each series of Shares an amount approximately equal to the
net income of that series, determined by the Trustees or as they may authorize
and as herein provided. Distributions of income may be made in one or more
payments, which shall be in Shares, cash or otherwise, and on a date or dates
and as of a record date or dates determined by the Trustees. At any time and
from time to time in their discretion, the Trustees also may cause to be
distributed to the Shareholders of any one or more series as of a record date or
dates determined by the Trustees, in Shares, cash or otherwise, all or part of
any gains realized on the sale or disposition of the assets of the series or all
or part of any other principal of the Trust attributable to the series. Each
distribution pursuant to this Section 1 shall be made ratably according to the
number of Shares of the series held by the several Shareholders on the record
date for such distribution, except to the extent otherwise required or permitted
by the preferences and special or relative rights and privileges of any classes
of Shares of that series, and any distribution to the Shareholders of a
particular class of Shares shall be made to such Shareholders pro rata in
proportion to the number of Shares of such class held by each of them. No
distribution need be made on Shares purchased pursuant to orders received, or
for which payment is made, after such time or times as the Trustees may
determine.
Section 2. Determination of Net Income. In determining the net income
of each series or class of Shares for any period, there shall be deducted from
income for that period (a) such
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portion of all charges, taxes, expenses and liabilities due or accrued as the
Trustees shall consider properly chargeable and fairly applicable to income for
that period or any earlier period and (b) whatever reasonable reserves the
Trustees shall consider advisable for possible future charges, taxes, expenses
and liabilities which the Trustees shall consider properly chargeable and fairly
applicable to income for that period or an earlier period. The net income of
each series or class for any period may be adjusted for amounts included on
account of net income in the net asset value of Shares issued or redeemed or
repurchased during that period. In determining the net income of a series or
class for a period ending on a date other than the end of its fiscal year,
income may be estimated as the Trustees shall deem fair. Gains on the sale or
disposition of assets shall not be treated as income, and losses shall not be
charged against income unless appropriate under applicable accounting
principles, except in the exercise of the discretionary powers of the Trustees.
Any amount contributed to the Trust which is received as income pursuant to a
decree of any court of competent jurisdiction shall be applied as required by
the said decree.
Section 3. Redemptions. Any Shareholder shall be entitled to require
the Trust to redeem and the Trust shall be obligated to redeem at the option of
such Shareholder all or any part of the Shares owned by said Shareholder, at the
redemption price, pursuant to the method, upon the terms and subject to the
conditions hereinafter set forth:
(a) Certificates for Shares, if issued, shall be presented for
redemption in proper form for transfer to the Trust or the agent of the
Trust appointed for such purpose, and these shall be presented with a
written request that the Trust redeem all or any part of the Shares
represented thereby.
(b) The redemption price per Share shall be the net asset
value per Share when next determined by the Trust at such time or times
as the Trustees shall designate, following the time of presentation of
certificates for Shares, if issued, and an appropriate request for
redemption, or such other time as the Trustees may designate in
accordance with any provision of the 1940 Act, or any rule or
regulation made or adopted by any securities association registered
under the Securities Exchange Act of 1934, as determined by the
Trustees, less any applicable charge or fee imposed from time to time
as determined by the Trustees.
(c) Net asset value of each series or class of Shares (for the
purpose of issuance of Shares as well as redemptions thereof) shall be
determined by dividing:
(i) the total value of the assets of such series or
class determined as provided in paragraph (d) below less to
the extent determined by or pursuant to the direction of the
Trustees in accordance with generally accepted accounting
principles, all debts, obligations and liabilities of such
series or class (which debts, obligations and liabilities
shall include, without limitation of the generality of the
foregoing, any and all debts, obligations, liabilities, or
claims, of any and every kind and nature, fixed, accrued and
otherwise, including the estimated accrued expenses of
management and supervision, administration and distribution
and any
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reserves or charges for any or all of the foregoing, whether
for taxes, expenses, or otherwise, and the price of Shares
redeemed but not paid for) but excluding the Trust's liability
upon its Shares and its surplus, by
(ii) the total number of Shares of such series or class
outstanding.
The Trustees are empowered, in their absolute discretion, to
establish other methods for determining such net asset value whenever
such other methods are deemed by them to be necessary to enable the
Trust to comply with applicable law, or are deemed by them to be
desirable, provided they are not inconsistent with any provision of the
1940 Act.
(d) In determining for the purposes of this Declaration of
Trust the total value of the assets of each series or class of Shares
at any time, investments and any other assets of such series or class
shall be valued in such manner as may be determined from time to time
by or pursuant to the order of the Trustees.
(e) Payment of the redemption price by the Trust may be made
either in cash or in securities or other assets at the time owned by
the Trust or partly in cash and partly in securities or other assets at
the time owned by the Trust. The value of any part of such payment to
be made in securities or other assets of the Trust shall be the value
employed in determining the redemption price. Payment of the redemption
price shall be made on or before the seventh day following the day on
which the Shares are improperly presented for redemption hereunder,
except that delivery of any securities included in any such payment
shall be made as promptly as any necessary transfers on the books of
the issuers whose securities are to be delivered may be made and,
except as postponement of the date of payment may be permissible under
the 1940 Act.
Pursuant to resolution of the Trustees, the Trust may deduct
from the payment made for any Shares redeemed a liquidating charge not
in excess of an amount determined by the Trustees from time to time.
(f) The right of any holder of Shares redeemed by the Trust as
provided in this Article VI to receive dividends or distributions
thereon and all other rights of such Shareholder with respect to such
Shares shall terminate at the time as of which the redemption price of
such Shares is determined, except the right of such Shareholder to
receive (i) the redemption price of such Shares from the Trust in
accordance with the provisions hereof, and (ii) any dividend or
distribution to which such Shareholder previously had become entitled
as the record holder of such Shares on the record date for such
dividend or distribution.
(g) Redemption of Shares by the Trust is conditional upon the
Trust having funds or other assets legally available therefor.
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(h) The Trust, either directly or through an agent, may
repurchase its Shares, out of funds legally available therefor, upon
such terms and conditions and for such consideration as the Trustees
shall deem advisable, by agreement with the owner at a price not
exceeding the net asset value per Share as determined by or pursuant to
the order of the Trustees at such time or times as the Trustees shall
designate, less any applicable charge, if and as fixed by the Trustees
from time to time, and to take all other steps deemed necessary or
advisable in connection therewith.
(i) Shares purchased or redeemed by the Trust shall be
cancelled or held by the Trust for reissue, as the Trustees from time
to time may determine.
(j) The obligations set forth in this Article VI may be
suspended or postponed, (1) for any period (i) during which the New
York Stock Exchange is closed other than for customary weekend and
holiday closings or (ii) during which trading on the New York Stock
Exchange is restricted, (2) for any period during which an emergency
exists as a result of which (i) the disposal by the Trust of
investments owned by it is not reasonably practicable, or (ii) it is
not reasonably practicable for the Trust fairly to determine the value
of its net assets, or (3) for such other periods as the Commission or
any successor governmental authority by order may permit.
Notwithstanding any other provision of this Section 3 of Article VI, if
certificates representing such Shares have been issued, the redemption or
repurchase price need not be paid by the Trust until such certificates are
presented in proper form for transfer to the Trust or the agent of the Trust
appointed for such purpose; however, the redemption or repurchase shall be
effective, in accordance with the resolution of the Trustees, regardless of
whether or not such presentation has been made.
Section 4. Redemptions at the Option of the Trust. The Trust shall have
the right at its option and at any time to redeem Share of any Shareholder at
the net asset value thereof as determined in accordance with Section 3 of
Article VI of this Declaration of Trust: (i) if at such time such Shareholder
owns fewer Shares than, or Shares having an aggregate net asset value of less
than, an amount determined from time to time by the Trustees, or (ii) to the
extent that such Shareholder owns Shares of a particular series or class of
Shares equal to or in excess of a percentage of the outstanding Shares of that
series or class determined from time to time by the Trustees, or (iii) to the
extent that such Shareholder owns Shares of the Trust representing a percentage
equal to or in excess of such percentage of the aggregate number of outstanding
Shares of the Trust or the aggregate net asset value of the Trust determined
from time to time by the Trustees.
Section 5. Dividends, Distributions, Redemptions and Repurchases. No
dividend or distribution including, without limitation, any distribution paid
upon termination of the Trust or of any series) with respect to, nor any
redemption or repurchase of, the Shares of any series shall be effected by the
Trust other than from the assets of such series.
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ARTICLE VII
Compensation and Limitation of
Liability of Trustees
Section 1. Compensation. The Trustees shall be entitled to reasonable
compensation from the Trust and may fix the amount of their compensation.
Section 2. Limitation of Liability. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee or Manager of the Trust, nor shall any Trustee be responsible
for the act or omission of any other Trustee, but nothing herein contained shall
protect any Trustee against any liability to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
Every note, bond, contract, instrument, certificate, share, or
undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust or the Trustees or any of them in connection with the Trust,
shall be deemed conclusively to have been executed or done only in their or his
capacity as Trustees or Trustee, and such Trustees or Trustee shall not be
personally liable thereon.
ARTICLE VIII
Indemnification
Section 1. Indemnification of Trustees, Officers, Employees and Agents.
Each person who is or was a Trustee, officer, employee or agent of the Trust or
who serves or has served at the Trust's request as a director, officer or
trustee of another entity in which the Trust has or had any interest as a
shareholder, creditor or otherwise shall be entitled to indemnification out of
the assets of the Trust to the extent provided in, and subject to the provisions
of, the By-Laws, provided that no indemnification shall be granted by the Trust
in contravention of the 1940 Act.
Section 2. Merged Corporations. For the purposes of this Article VIII
references to "the Trust" include any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents as well as the resulting
or surviving entity; so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving at the
request of such a constituent corporation as a trustee, director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving entity as he would have
with respect to such a constituent corporation if its separate existence had
continued.
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Section 3. Shareholders. In case any Shareholder or former Shareholder
shall be held to be personally liable solely by reason of his being or having
been a Shareholder and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be entitled out of
the assets of the particular series of Share of which he is or was a Shareholder
to be held harmless from and indemnified against all losses and expenses arising
from such liability. Upon request, the Trust shall cause its counsel to assume
the defense of any claim which, if successful, would result in an obligation of
the Trust to indemnify the Shareholder as aforesaid.
ARTICLE IX
Status of the Trust and Other General Provisions
Section 1. Trust Not a Partnership. It is hereby expressly declared
that a trust and not a partnership is created hereby. Neither the Trust nor the
Trustees, nor any officer, employee or agent of the Trust shall have any power
to bind personally either the Trust's Trustees or officers or any Shareholders.
All persons extending credit to, contracting with or having any claim against
the Trust or a particular series of Shares shall look only to the assets of the
Trust or the assets of that particular series for payment under such credit,
contract or claim; and neither the Shareholders nor the Trustees, nor any of the
Trust's officers, employees or agents, whether past, present or future, shall be
personally liable therefore. Nothing in this Declaration of Trust shall protect
any Trustee against any liability to which such Trustee otherwise would be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of
Trustee hereunder.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretion hereunder
under the circumstances then prevailing, shall be binding upon every one
interested. A Trustee shall be liable for his or her own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee, and for nothing else, and shall not be liable
for errors of judgment or mistakes of fact or law. The Trustees may take advice
of counsel or other experts with respect to the meaning and operation of this
Declaration of Trust, and subject to the provisions of Section 1 of this Article
IX shall be under no liability for any act or omission in accordance with such
advice or for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is required.
Section 3. Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees pursuant hereto
or to see to the application of any payments made or property transferred to the
Trust or upon its order.
Section 4. Trustees, Shareholders, etc. Not Personally Liable; Notice.
All persons extending credit to, contracting with or having any claim against
the Trust or a particular series
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of Shares shall look only to the assets of the Trust or the assets of that
particular series of Shares for payment under such credit, contract or claim;
and neither the Shareholders nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally liable
therefor.
Section 5. Termination of Trust. Unless terminated as provided herein,
the Trust shall continue without limitation of time. The Trust may be terminated
at any time by vote of Shareholders holding at least a majority of the Shares of
each series entitled to vote or by the Trustees by written notice to the
Shareholders. Any series of Shares may be terminated at any time by vote of
Shareholders holding at least a majority of the Shares of such series entitled
to vote or by the Trustees by written notice to the Shareholders of such series.
Upon termination of the Trust or of any one or more series of Shares,
after paying or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated as may be determined by the
Trustees, the Trust shall reduce, in accordance with such procedures as the
Trustees consider appropriate, the remaining assets to distributable form in
cash or shares or other securities, or any combination thereof, and distribute
the proceeds to the Shareholders of the series involved, ratably according to
the number of Shares of such series held by the several Shareholders of such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of Shares of that series, provided that any distribution to the
Shareholders of a particular class of Shares shall be made to such Shareholders
pro rata in proportion to the number of Shares of such class held by each of
them.
Section 6. Filing of Copies, References, Headings. The original or a
copy of this instrument and of each amendment hereto and of each Declaration of
Trust supplemental hereto shall be kept at the office of the Trust where it may
be inspected by any Shareholder. A copy of this instrument and of each such
amendment shall be filed by the Trust with the Secretary of State of the State
of Ohio, as well as any other governmental office where such filing may from
time to time be required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any such amendments
have been made and as to matters in connection with the Trust hereunder; and,
with the same effect as if it were the original, may rely on a copy certified by
an officer of the Trust to be a copy of this instrument or of any such
amendment. In this instrument or in any such amendment, references to this
instrument, and all expressions like "herein," "hereof," and "hereunder," shall
be deemed to refer to this instrument as amended or affected by any such
amendment. Headings are placed herein for convenience of reference only and in
case of any conflict, the text of this instrument, rather than the headings,
shall control. This instrument may be executed in any number of counterparts
each of which shall be deemed an original.
Section 7. Applicable Law. The Trust set forth in this instrument is
made in the State of Ohio and it is created under and is to be governed by and
construed and administered according to the laws of said state, including,
without limitation, Ohio Revised Code Chapter 1746. The Trust shall be of the
type commonly called an Ohio business trust, and without
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limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust.
Section 8. Amendments. This Declaration of Trust may be amended at any
time by an instrument in writing signed by a majority of the then Trustees when
authorized so to do by a vote of Shareholders holding a majority of the Shares
outstanding and entitled to vote, except that an amendment which shall affect
the holders of one or more series or class of Shares but not the holders of all
outstanding series or classes of Shares shall be authorized by vote of the
Shareholders holding a majority of the Shares entitled to vote of the series or
classes affected and no vote of Shareholders of a series or class not affected
shall be required. Amendments having the purpose of changing the name of the
Trust or of supplying any omission, curing any ambiguity or curing, correcting
or supplementing any defective or inconsistent provision contained herein shall
not require authorization by Shareholder vote.
Section 9. Counterparts. This Declaration of Trust may be
simultaneously executed in several counterparts, each of which shall be deemed
to be an original, and such counterparts, together, shall constitute one and the
same instrument, which shall be sufficiently evidenced by any such original
counterpart.
IN WITNESS WHEREOF, the undersigned Trustees have hereunto set his hand
and seal for himself and him assigns as of the day and year first above written.
/s/ Lawrence S. York
-----------------------------------
Lawrence S. York, Trustee
/s/ John C. Ramsay
-----------------------------------
John C. Ramsay, Trustee
/s/ James D. Greene
-----------------------------------
James D. Greene, Trustee
18
<PAGE> 1
EXHIBIT (2)
BY-LAWS
OF
WWW TRUST
ARTICLE 1
Declaration of Trust and Principal Office
1.1. Agreement and Declaration of Trust. These By-Laws shall be subject
to the Declaration of Trust, as from time to time in effect (the "Declaration of
Trust"), of the above-captioned Ohio business trust established by the
Declaration of Trust (the "Trust").
1.2. Principal Office of the Trust. The principal office of the Trust
shall be located at such place within or outside the State of Ohio as the
Trustees from time to time may select.
ARTICLE 2
Meetings of Trustees
2.1. Regular Meetings. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees from
time to time may determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees.
2.2. Special Meetings. Special meetings of the Trustees may be held at
any time and at any place designated in the call of the meeting when called by
the President or the Treasurer or by two or more Trustees, sufficient notice
thereof being given to each Trustee by the Secretary or an Assistant Secretary
or by the officer or the Trustees calling the meeting.
2.3. Notice of Special Meetings. It shall be sufficient notice to a
Trustee of a special meeting to send notice by mail at least forty-eight hours
or by telegram at least twenty-four hours before the meeting addressed to the
Trustee at his or her usual or last known business or residence address or to
give notice to him or her in person or by telephone at least twenty-four hours
before the meeting. Notice of a meeting need not be given to any Trustee if a
written waiver of notice, executed by him or her before or after the meeting, is
filed with the records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him or her. Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.
2.4. Notice of Certain Actions by Consent. If in accordance with the
provisions of the Declaration of Trust any action is taken by the Trustees by a
written consent of less than all of the Trustees, then prompt notice of any such
action shall be furnished to each Trustee who did not execute such written
consent, provided that the effectiveness of such action shall not be impaired by
any delay or failure to furnish such notice.
<PAGE> 2
ARTICLE 3
Officers
3.1. Enumeration; Qualification. The officers of the Trust shall be a
President, a Treasurer, a Secretary, and such other officers, if any, as the
Trustees from time to time may in their discretion elect. The Trust also may
have such agents as the Trustees from time to time may in their discretion
appoint. Officers may be but need not be a Trustee or shareholder. Any two or
more offices may be held by the same person.
3.2. Election. The President, the Treasurer and the Secretary shall be
elected by the Trustees upon the occurrence of any vacancy in any such office.
Other officers, if any, may be elected or appointed by the Trustees at any time.
Vacancies in any such other office may be filled at any time.
3.3. Tenure. The President, Treasurer and Secretary shall hold office
in each case until he or she sooner dies, resigns, is removed or becomes
disqualified. Each other officer shall hold office and each agent shall retain
authority at the pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of these By-Laws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as commonly are incident
to the office occupied by him or her as if the Trust were organized as an Ohio
business corporation or such other duties and powers as the Trustees may from
time to time designate.
3.5. President. Unless the Trustees otherwise provide, the President
shall preside at all meetings of the shareholders and of the Trustees. Unless
the Trustees otherwise provide, the President shall be the chief executive
officer.
3.6. Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Trust, and, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager, or transfer, shareholder servicing or
similar agent, shall be in charge of the valuable papers, books of account and
accounting records of the Trust, and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the President.
3.7. Secretary. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the shareholders or Trustees, an Assistant
Secretary, or if there be none or if he or she is absent, a temporary Secretary
chosen at such meeting shall record the proceedings thereof in the aforesaid
books.
3.8. Resignations and Removals. Any Trustee or officer may resign at
any time by written instrument signed by him or her and delivered to the
President or Secretary or to a meeting of the Trustees. Such resignation shall
be effective upon receipt unless specified to be
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<PAGE> 3
effective at some other time. The Trustees may remove any Officer elected by
them with or without cause. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee or officer resigning and no officer removed
shall have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal.
ARTICLE 4
Committees
4.1. Appointment. The Trustees may appoint from their number an
executive committee and other committees. Except as the Trustees otherwise may
determine, any such committee may make rules for conduct of its business.
4.2. Quorum; Voting. A majority of the members of any Committee of the
Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a majority of
the members present (a quorum being present).
ARTICLE 5
Reports
The Trustees and officers shall render reports at the time and in the
manner required by the Declaration of Trust or any applicable law. Officers and
Committees shall render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
The fiscal year of the Trust shall be fixed, and shall be subject to
change, by the Board of Trustees.
ARTICLE 7
Seal
The seal of the Trust shall consist of a flat-faced die with the word
"Ohio," together with the name of the Trust and the year of its organization cut
or engraved thereon but, unless otherwise required by the Trustees, the seal
shall not be necessary to be placed on, and in its absence shall not impair the
validity of, any document, instrument other paper executed and delivered by or
on behalf of the Trust.
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<PAGE> 4
ARTICLE 8
Execution of Papers
Except as the Trustees generally or in particular cases may authorize
the execution thereof in some other manner, all deeds, leases, contracts, notes
and other obligations made by the Trustees shall be signed by the President, any
Vice President, or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1. Sale of Shares. Except as otherwise determined by the Trustees,
the Trust will issue and sell for cash or securities from time to time, full and
fractional shares of its shares of beneficial interest, such shares to be issued
and sold at a price of not less than net asset value per share as from time to
time determined in accordance with the Declaration of Trust and these By-Laws
and, in the case of fractional shares, at a proportionate reduction in such
price. In the case of shares sold for securities, such securities shall be
valued in accordance with the provisions for determining value of assets of the
Trust as stated in the Declaration of Trust and these By-Laws. The officers of
the Trust are severally authorized to take all such actions as may be necessary
or desirable to carry out this Section 9.1.
9.2. Share Certificates. In lieu of issuing certificates for shares,
the Trustees or the transfer agent either may issue receipts therefor or may
keep accounts upon the books of the Trust for the record holders of such shares,
who shall in either case, for all purposes hereunder, be deemed to be the
holders of certificates for such shares as if they had accepted such
certificates and shall be held to have expressly assented and agreed to the
terms hereof.
The Trustees at any time may authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a certificate
stating the number of shares owned by him, in such form as shall be prescribed
from time to time by the Trustees. Such certificate shall be signed by the
President or Vice President and by the Treasurer or Assistant Treasurer. Such
signatures may be facsimile if the certificate is signed by a transfer agent, or
by a registrar, other than a Trustee, officer or employee of the Trust. In case
any officer who has signed or whose facsimile signature has been placed on such
certificate shall cease to be such officer before such certificate is issued, it
may be issued by the Trust with the same effect as if he or she were such
officer at the time of its issue.
9.3. Loss of Certificates. The Trust, or if any transfer agent is
appointed for the Trust, the transfer agent with the approval of any two
officers of the Trust, is authorized to issue and countersign replacement
certificates for the shares of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity in such form and
with such security, if any, as the Trustees may require.
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<PAGE> 5
9.4. Discontinuance of Issuance of Certificates. The Trustees at any
time may discontinue the issuance of share certificates and by written notice to
each shareholder, may require the surrender of share certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the ownership
of shares in the Trust.
ARTICLE 10
Indemnification
10.1. Trustees, Officers, etc. The Trust shall indemnify each of its
Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise) (hereinafter referred to
as a "Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, except with respect to any matter as to which such
Covered Person shall have been finally adjudicated in a decision on the merits
in any such action, suit or other proceeding not to have acted in good faith in
the reasonable belief that such Covered Person's action was in the best
interests of the Trust and except that no Covered Person shall be indemnified
against an liability to the Trust or its Shareholders to which such Covered
Person would otherwise be subject by reason of wilful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such Covered Person's office. Expenses, including counsel fees so incurred by
any such Covered Person (but excluding amounts paid in satisfaction of
judgments, in compromise or as fines or Penalties), may be paid from time to
time by the Trust in advance of the final disposition or any such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such Covered
Person to repay amounts so paid to the Trust if it is ultimately determined that
indemnification of such expenses is not authorized under this Article, provided
that (a) such Covered Person shall provide security for his undertaking, (b) the
Trust shall be insured against losses arising by reason of Such Covered Person's
failure to fulfill his undertaking, or (c) a majority of the Trustees who are
disinterested persons and who are not Interested Persons (as that term is
defined in the Investment Company Act of 1940) (provided that a majority of such
Trustees then in office act on the matter), or independent legal counsel in a
written opinion, shall determine, based on a review of readily available facts
(but not a full trial-type inquiry), that there is reason to believe such
Covered Person ultimately will be entitled to indemnification.
10.2. Compromise Payment. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise) without an
adjudication in a decision on the merits by a court, or by any other body before
which the proceeding was brought, that such Covered Person either (a) did not
act in good faith in the reasonable belief that such Covered Person's action was
in the best interests of the Trust or (b) is liable to the Trust or its
Shareholders by reason of wilful misfeasance, bad faith, gross negligence or
reckless disregard
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<PAGE> 6
of the duties involved in the conduct of such Covered Person's office,
indemnification shall be provided if (a) approved as in the best interest of the
Trust, after notice that it involves such indemnification, by at least a
majority of the Trustees who are disinterested persons and are not Interested
Persons (provided that a majority of such Trustees then in office act on the
matter), upon a determination based upon a review of readily available facts
(but not a full trial-type inquiry) that such Covered Person acted in good faith
in the reasonable belief that such Covered Person's action was in the best
interests of the Trust and is not liable to the Trust or its Shareholders by
reason of wilful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered Person's office, or (b)
there has been obtained an opinion in writing of independent legal counsel,
based upon a review of readily available facts (but not a full trial-type
inquiry) to the effect that such Covered Person appears to have acted in good
faith in the reasonable belief that such Covered Person's action was in the best
interests of the Trust and that such indemnification would not protect such
Covered Person against any liability to the Trust to which such Covered Person
would otherwise be subject by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office. Any approval pursuant to this Section shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person in accordance
with this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in the best
interests of the Trust or to have been liable to the Trust or its shareholders
by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office.
10.3. Indemnification Not Exclusive. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
any such Covered Person may be entitled. As used in this Article 10, the term
"Covered Person" shall include such person's heirs, executors and
administrators, and a "disinterested person" is a person against whom none of
the actions, suits or other proceedings in question or another action, suit, or
other proceeding on the same or similar grounds is then or has been pending.
Nothing contained in this article shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees and officers, and other
persons may be entitled by contract or otherwise under law, nor the power of the
Trust to purchase and maintain liability insurance on behalf of such person.
10.4. Limitation. Notwithstanding any provisions in the Declaration of
Trust and these By-Laws pertaining to indemnification, all such provisions are
limited by the following undertaking set forth in the rules promulgated by the
Securities and Exchange Commission:
In the event that a claim for indemnification is asserted by a Trustee,
officer or controlling person of the Trust in connection with the registered
securities of the Trust, the Trust will not make such indemnification unless (i)
the Trust has submitted, before a court or other body, the question of whether
the person to be indemnified was liable by reason of wilful misfeasance, bad
faith, gross negligence, or reckless disregard of duties, and has obtained a
final decision on the merits that such person was not liable by reason of such
conduct or (ii) in the absence of such decision, the Trust shall have obtained a
reasonable determination, based upon a review of the facts, that such person was
not liable by virtue of such conduct, by (a) the vote of a majority of
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<PAGE> 7
Trustees who are neither interested persons as such term is defined in the
Investment Company Act of 1940, nor parties to the proceeding or (b) an
independent legal counsel in a written opinion.
The Trust will not advance attorneys' fees or other expenses incurred
by the person to be indemnified unless the Trust shall have (i) received an
undertaking by or on behalf of such person to repay the advance unless it is
ultimately determined that such person is entitled to indemnification and one of
the following conditions shall have occurred: (x) such person shall provide
security for his undertaking, (y) the Trust shall be insured against losses
arising by reason of any lawful advances or (z) a majority of the disinterested,
non-party Trustees of the Trust, or an independent legal counsel in a written
opinion, shall have determined that based on a review of readily available facts
there is reason to believe that such person ultimately will be found entitled to
indemnification.
ARTICLE 11
Shareholders
11.1. Meetings. A meeting of the shareholders shall be called by the
Secretary whenever ordered by the Trustees, or requested in writing by the
holder or holders of at least 10% of the outstanding shares entitled to vote at
such meeting. The ability of the holder or holders of at least 10% of the
outstanding shares entitled to vote to call a meeting of the shareholders shall
remain in effect at all times that any resident of the State of California owns
shares of the Trust. If the meeting is a meeting of the shareholders of one or
more series or class of shares, but not a meeting of all shareholders of the
Trust, then only the shareholders of such one or more series or classes shall be
entitled to notice of and to vote at the meeting. If the Secretary, when so
ordered or requested, refuses or neglects for more than five days to call such
meeting, the Trustees, or the shareholders so requesting may, in the name of the
Secretary, call the meeting by giving notice thereof in the manner required when
notice is given by the Secretary.
11.2. Access to Shareholder List. Shareholders of record may apply to
the Trustees for assistance in communicating with other shareholders for the
purpose of calling a meeting in order to vote upon the question of removal of a
Trustee. When ten or more shareholders of record who have been such for at least
six months preceding the date of application and who hold in the aggregate
shares having a net asset value of at least $25,000 or at least 1% of the
outstanding shares, whichever is less, so apply, the Trustees shall within five
business days either:
(i) afford to such applicants access to a list of names and
addresses of all shareholders as recorded on the books of the Trust; or
(ii) inform such applicants of the approximate number of
shareholders of record and the approximate cost of mailing material to
them and, within a reasonable time thereafter, mail, materials
submitted by the applicants, to all such shareholders of record. The
Trustees shall not be obligated to mail materials which they believe to
be misleading or in violation of applicable law.
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<PAGE> 8
11.3. Record Dates. For the purpose of determining the shareholders of
any series or class who are entitled to vote or act at any meeting or any
adjournment thereof, or who are entitled to receive payment of any dividend or
of any other distribution, the Trustees from time to time may fix a time, which
shall be not more than 90 days before the date of any meeting of shareholders or
the date of payment of any dividend or of any other distribution, as the record
date for determining the shareholders of such series or class having the right
to notice of and to vote at such meeting and any adjournment thereof or the
right to receive such dividend or distribution, and in such case only
shareholders of record or such record date shall have such right notwithstanding
any transfer of shares on the books of the Trust after the record date; or
without fixing such record date the Trustees may for any such purposes close the
register or transfer books for all or part of such period.
11.4. Place of Meetings. All meetings of the shareholders shall be held
at the principal office of the Trust or at such other place within the United
States as shall be designated by the Trustees or the President of the Trust.
11.5. Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of the meeting,
shall be given at least ten days before the meeting to each shareholder entitled
to vote thereat by leaving such notice with him or at his residence or usual
place of business or by mailing it, postage prepaid, and addressed to such
shareholder at his address as it appears in the records of the Trust. Such
notice shall be given by the Secretary or an Assistant Secretary or by an
officer designated by the Trustees. No notice of any meeting of shareholders
need be given to a shareholder if a written waiver of notice, executed before or
after the meeting by such shareholder or his attorney thereunto duly authorized,
is filed with the records of the meeting.
11.6. Ballots. No ballot shall be required for any election unless
requested by a shareholder present or represented at the meeting and entitled to
vote in the election.
11.7. Proxies. Shareholders entitled to vote may vote either in person
or by proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the Secretary or other person
responsible to record the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting.
ARTICLE 12
Amendments to the By-Laws
These By-Laws may be amended or repealed, in whole or in part, by a
majority of the Trustees then in office at any meeting of the Trustees, or by
one or more writings signed by such a majority.
8
<PAGE> 1
EXHIBIT (5)(a)
MANAGEMENT AGREEMENT
______________, 1996
WWW Advisors, Inc.
131 Prosperous Place, Suite 17
Lexington, KY 40509
Dear Sirs:
WWW Trust (the "Fund"), with respect to the series named on Schedule 1,
as such Schedule may be renamed from time to time (each, a "Series"), herewith
confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and reinvesting the
same in investments of the type and in accordance with the limitations specified
in its charter documents and in its Prospectus and Statement of Additional
Information as from time to time in effect, copies of which have been or will be
submitted to you, and in such manner and to such extent as from time to time may
be approved by the Fund's Board. The Fund desires to employ you to act as its
investment adviser and manager.
In this connection it is understood that from time to time you will
employ or associate with yourself such person or persons as you may believe to
be particularly fitted to assist you in the performance of this Agreement. Such
person or persons may be officers or employees who are employed by both you and
the Fund. The compensation of such person or persons shall be paid by you and no
obligation may be incurred on the Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's Board, you will
manage the business affairs of the Fund including, but not limited to, providing
investment management of each Series' portfolio in accordance with the Series'
investment objectives and policies as stated in the Fund's Prospectus and
Statement of Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment research and will
supervise each Series' investments and conduct a continuous program of
investment, evaluation and, if appropriate, sale and reinvestment of the Series'
assets. You will furnish to the Fund such statistical information, with respect
to the investments which a Series may hold or contemplate purchasing, as the
Fund may reasonably request. The Fund wishes to be informed of important
developments materially affecting any Series' portfolio and shall expect you, on
your own initiative, to furnish to the Fund from time to time such information
as you may believe appropriate for this purpose.
<PAGE> 2
WWW Advisors, Inc.
______________, 1996
Page 2
In performing your duties, you shall provide such office space, such
bookkeeping, accounting, internal legal, clerical, secretarial and
administrative services (exclusive of, and in addition to, any such services
provided by any others retained by the Fund) and such executive and other
personnel as shall be necessary for the operations of the Fund.
You shall exercise your best judgment in rendering the services to be
provided to the Fund hereunder, and the Fund agrees as an inducement to your
undertaking the same that you shall not be liable hereunder for any error of
judgment or mistake of law or for any loss suffered one or more Series, provided
that nothing herein shall be deemed to protect or purport to protect you against
any liability to the Fund or a Series or to its security holders to which you
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of your duties hereunder or by reason of your
reckless disregard of your obligations or duties hereunder (hereinafter
"Disabling Conduct").
In consideration of services rendered pursuant to this Agreement, the
Fund will pay you in accordance with the methodology described on Schedule 2
hereto. Net asset value shall be computed on such days and at such time or times
as described in the Fund's then-current Prospectus and Statement of Additional
Information. The fee for the period from the date of the commencement of sales
of a Series' shares to the end of the month during which such sales shall have
been commenced shall be pro-rated according to the proportion which such period
bears to the full monthly period, and upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of the
Series' net assets shall be computed in the manner specified in the Fund's
charter documents for the computation of the value of the Series' net assets.
You will bear all expenses in connection with the performance of your
services under this Agreement. All other expenses to be incurred in the
operation of the Fund will be borne by the Fund, except to the extent
specifically assumed by you. The expenses to be borne by the Fund include,
without limitation, the following: organizational costs, taxes, interest,
brokerage fees and commissions, fees of board members who are not officers,
directors or employees of you or your affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory, administrative and
fund accounting fees, charges of custodians, transfer and dividend disbursing
agents' fees, insurance premiums, industry association fees, outside auditing
and legal expenses, costs of maintaining the Fund's existence, costs of
independent pricing services, costs attributable to investor services
(including, without limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, costs of preparing and printing prospectuses
and statements of
<PAGE> 3
WWW Advisors, Inc.
______________, 1996
Page 3
additional information, amounts payable under the Fund's Distribution and
Shareholder Servicing Plan (the "Plan") and any extraordinary expenses.
The Fund understands that you now act, and that from time to time
hereafter you may act, as investment adviser to one or more other investment
companies and fiduciary or other managed accounts, and the Fund has no objection
to your so acting, provided that when the purchase or sale of securities of the
same issuer is suitable for the investment objectives of two or more companies
or accounts managed by you which have available funds for investment, the
available securities will be allocated in a manner believed by you to be
equitable to each company or account.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to limit or
restrict your right or the right of any of your affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
Any person, even though also your officer, director, partner, employee
or agent, who may be or become an officer, Board member, employee or agent of
the Fund, shall be deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting solely for the
Fund and not as your officer, director, partner, employee, or agent or one under
your control or direction even though paid by you.
The Fund will indemnify you and each of your officers, directors,
employees and agents (each, an "indemnitee") against, and hold each indemnitee
harmless from, any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) not resulting from Disabling
Conduct by the indemnitee. Indemnification shall be made only following: (i) a
final decision on the merits by a court or other body before whom the proceeding
was brought that the indemnitee was not liable by reason of Disabling Conduct or
(ii) in the absence of such a decision, a reasonable determination, based upon a
review of the facts, that the indemnitee was not liable by reason of Disabling
Conduct by (a) the vote of a majority of a quorum of Board members who are
neither "interested persons" of the Fund nor parties to the proceeding
("disinterested non-party Board members") or (b) an independent legal counsel in
a written opinion. Each indemnitee shall be entitled to advances from the Fund
for payment of the reasonable expenses incurred by it in connection with the
matter as to which it is seeking indemnification in the manner and to the
fullest extent permissible under the Ohio General Corporation Law. Each
indemnitee shall provide to the Fund a written affirmation of its good faith
belief that the standard of conduct necessary for indemnification by the Fund
has been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met. In
addition, at least one of the following additional
<PAGE> 4
WWW Advisors, Inc.
______________, 1996
Page 4
conditions shall be met: (a) the indemnitee shall provide security in form and
amount acceptable to the Fund for its undertaking; (b) the Fund is insured
against losses arising by reason of the advance; or (c) a majority of a quorum
of disinterested non-party Board members, or independent legal counsel, in a
written opinion, shall have determined, based on a review of facts readily
available to the Fund at the time the advance is proposed to be made, that there
is reason to believe that the indemnitee will ultimately be found to be entitled
to indemnification. No provision of this Agreement shall be construed to protect
any Board member or officer of the Fund, or any indemnitee, from liability in
violation of Sections 17(h) and (i) of the Investment Company Act of 1940, as
amended (the "1940 Act").
As to each Series, this Agreement shall continue until the date set
forth opposite such Series' name on Schedule 1 hereto (the "Reapproval Date")
and thereafter shall continue automatically for successive annual periods ending
on the day of each year set forth opposite the Series' name on Schedule 1 hereto
(the "Reapproval Day"), provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in
the 1940 Act) of such Series' outstanding voting securities, provided that in
either event its continuance also is approved by a majority of the Fund's Board
members who are not "interested persons" (as defined in the 1940 Act) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. As to each Series, this Agreement is
terminable without penalty, on 60 days' notice, by the Fund's Board or by vote
of holders of a majority of the Series' shares or, upon not less than 90 days'
notice, by you. As to each Series, this Agreement also will terminate
automatically in the event of its assignment (as defined in the 1940 Act).
The Fund recognizes that from time to time your directors, officers and
employees may serve as trustees, directors, partners, officers and employees of
other business trusts, corporations, partnerships or other entities (including
other investment companies), and that such other entities may include the name
"WWW Internet" as part of their name, and that your corporation or its
affiliates may enter into investment advisory or other agreements with such
other entities. If you cease to act as the Fund's investment adviser, the Fund
agrees that, at your request, the Fund will take all necessary action to change
the name of the Fund to a name not including "WWW Internet" in any form or
combination of words.
This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund. The
obligations of this Agreement shall only be binding upon the assets and property
of the Fund and shall not be binding upon any Board member, officer or
shareholder of the Fund individually.
<PAGE> 5
WWW Advisors, Inc.
______________, 1996
Page 5
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
WWW TRUST
By: ____________________________________
Accepted:
WWW INTERNET ADVISORS, INC.
By: ________________________
<PAGE> 6
SCHEDULE 1
Name of Series Reapproval Date Reapproval Day
- -------------- --------------- --------------
WWW Internet Fund
<PAGE> 7
SCHEDULE 2
For the period beginning with the day on which the Fund commences
investment operations and ending with the last day of the twelfth full calendar
month thereafter, the Fund will pay you, at the end of each month, a monthly
advisory fee calculated at an annual rate of 1.0% of the Series' average daily
net assets during such month (the "Base Fee"). Beginning with the thirteenth
month, the Base Fee will be adjusted each month (the "Monthly Performance
Adjustment") depending on the extent to which the investment performance of the
Series, reflecting the deduction of expenses, exceeds or is exceeded by the
percentage change in the investment record of the Standard & Poor's 500
Composite Stock Price Index (the "S&P 500") for the immediately preceding twelve
calendar months on a rolling basis. The rate of the Monthly Performance
Adjustment may increase or decrease the fee payable to you by up to .50% per
annum of the Series' average daily net assets.
The performance of the Series during a performance period will be
calculated by first determining the change in the Series' net asset value per
share during the period, assuming the reinvestment of distributions during that
period, and then expressing this amount as a percentage of the net asset value
per share at the beginning of the period. The performance of the S&P 500 during
a performance period is calculated as the sum of the change in the level of the
index during the period, plus the value of any dividends or distributions made
by the companies whose securities comprise the index accumulated to the end of
the period.
After the Monthly Performance Adjustment is effective, the total
advisory fee, payable by the Fund to you at the end of each calendar month, will
be equal to the Base Fee for the month adjusted upward or downward for the month
by the Monthly Performance Adjustment for the month. The monthly advisory fee
will be calculated as follows: (1) one-twelfth of the 1% annual basic fee rate
will be applied to the Series' average daily net assets over the most recent
calendar month, giving a dollar amount which will be the Base Fee for that
month; (2) one-twelfth of the applicable performance adjustment fee rate from
the table below will be applied to the Series' average daily net assets over the
most recent month, giving a dollar amount which will be the Monthly Performance
Adjustment; and (3) the Monthly Performance Adjustment will then be added to or
subtracted from the Base Fee and the result will be the amount payable by the
Fund to you as the total advisory fee for that month.
<PAGE> 8
The full range of permitted fees on an annualized basis is as follows:
<TABLE>
<CAPTION>
Percentage Point Difference Between
Performance (Net of Expenses Including Performance
Advisory Fees) and Percentage Change Adjustment
in the S&P 500 Investment Record Basic Fee (%) Rate (%) Total Fee (%)
- -------------------------------------- ------------- ----------- -------------
<S> <C> <C> <C>
+3.00 percentage points or more..... 1% .50% 1.50%
+2.75 percentage points or more but
less than +3.00 percentage points. 1% .40% 1.40%
+2.50 percentage points or more but
less than +2.75 percentage points. 1% .30% 1.30%
+2.25 percentage points or more but
less than +2.50 percentage points. 1% .20% 1.20%
+2.00 percentage points or more but
less than +2.25 percentage points. 1% .10% 1.10%
Less than +2.00 percentage points but
more than -2.00 percentage points. 1% 0% 1.00%
- -2.00 percentage points or less but
more than -2.25 percentage points. 1% -.10% .90%
- -2.25 percentage points or less but
more than -2.50 percentage points. 1% -.20% .80%
- -2.50 percentage points or less but
more than -2.75 percentage points. 1% -.30% .70%
- -2.75 percentage points or less but
more than -3.00 percentage points. 1% -.40% .60%
- -3.00 percentage points or less .... 1% -.50% .50%
</TABLE>
The period over which performance will be measured is a rolling
12-month period.
<PAGE> 1
EXHIBIT (15)
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
WHEREAS, WWW Trust (the "Trust") engages in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trust is comprised of the series set forth on Schedule 1,
as such schedule is revised from time to time (each, a "Portfolio"); and
WHEREAS, the Trust desires to adopt this Plan pursuant to Rule 12b-1
under the Act, and the Trust's Board has determined that there is a reasonable
likelihood that adoption of this Plan will benefit the Portfolios and their
shareholders; and
WHEREAS, the Trust employs WWW Advisors, Inc. (the "Manager") as
investment manager for the Portfolios' shares (the "Shares") pursuant to a
Management Agreement dated __________________, 1996.
NOW, THEREFORE, the Trust hereby adopts, and the Manager hereby agrees
to the terms of, this Plan in accordance with Rule 12b-1 under the Act on the
following terms and conditions:
1. (a) Each Portfolio shall pay the Manager a shareholder servicing
and distribution fee at the annual rate of .50% of its
average daily net assets.
(b) Such fee will be used in its entirety by the Manager to make
payments for administration, shareholder services and
distribution assistance, including, but not limited to (i)
compensation to securities dealers and other organizations
(each a "Service Organization" and collectively, the "Service
Organizations"), for providing distribution assistance with
respect to assets invested in the Portfolio, (ii)
compensation to Service Organizations for providing
administration, accounting and other shareholder services
with respect to Portfolio shareholders, and (iii) otherwise
promoting the sale of shares to the Portfolio, including
paying for the preparation of advertising and sales
literature and distribution of such promotional materials to
prospective investors. The Manager shall determine the
amounts to be paid to third parties and the basis on which
such payments will be made. Payments to a third party are
subject to compliance by the third party with the terms of
any related Plan agreement between the third party and the
Manager.
(c) For the purposes of determining the fees payable under this
Plan, the value of each Portfolio's net assets shall be
computed in the
<PAGE> 2
manner specified in the Trust's charter documents as then in
effect for the computation of the value of such Portfolio's
net assets.
2. As respects each Portfolio, this Plan shall not take effect
until it has been approved by a vote of at least a majority
(as defined in the Act) of the outstanding voting securities
of the relevant Portfolio.
3. As respects each Portfolio, this Plan shall not take effect until
it, together with any related agreement, has been approved by vote
of a majority of both (a) the Trust's Board and (b) those Trustees
who are not "interested persons" of the Trust (as defined by the
Act) and who have no direct or indirect financial interest in the
operation of this Plan or any agreements related to it (the "Rule
12b-1 Trustees") cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan and such related
Agreements.
4. As respects each Portfolio, this Plan shall remain in effect
until _____________, 1996 and shall continue in effect thereafter
so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in
paragraph 3.
5. The Manager shall provide to the Trust's Board and the Board
shall review, at least quarterly, a written report of amounts
paid hereunder and the purposes for which they were made.
6. As respects each Portfolio, this Plan may be terminated at any
time by vote of a majority of the Rule 12b-1 Trustees or by a
vote of a majority of its outstanding voting securities.
7. This Plan may not be amended to increase materially the amount
of compensation payable pursuant to paragraph 1 hereof unless
such amendment is approved in the manner provided for initial
approval in paragraph 2 hereof. No material amendment to the
Plan shall be made unless approved in the manner provided in
paragraph 3 hereof.
8. While this Plan is in effect, the selection and nomination of
the Trustees who are not interested persons (as defined in the
Act) of the Trust shall be committed to the discretion of the
Trustees who are not such interested persons.
9. The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 5
hereof, for a period of not less than six years from the date
of this Plan, any such agreement or any such report, as the
case may be, the first two years in an easily accessible
place.
-2-
<PAGE> 3
10. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
The name [Name of Trust] is the designation of the Trustees for
the time being under a Declaration of Trust dated _______________,
1996, as amended from time to time, and all persons dealing with
the Trust must look solely to the property of the Trust for
enforcement of any claims against the Trust as neither the
Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Trust.
IN WITNESS WHEREOF, the Trust, on behalf of the Portfolios, and the
Manager have executed this Plan as of the date set forth below.
Dated: , 1996
--------------
WWW TRUST
By:
------------------------------------
WWW ADVISORS, INC.
By:
------------------------------------
-3-
<PAGE> 4
SCHEDULE 1
<TABLE>
<CAPTION>
Name of Series Annual Fee*
-------------- ----------
<S> <C>
WWW Internet Fund .50%
</TABLE>
- ---------
* Annual Fee as percentage of average daily net assets.
