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PROSPECTUS
WWW INTERNET FUND
525 Vine Street, Suite 1330
Cincinnati, Ohio 45202
Telephone: (513) 357-8400
July 26, 1996
WWW Internet Fund (the "Fund") is a mutual fund which invests to produce long
term growth through capital appreciation. The Fund invests primarily in equity
securities of companies that are designing, developing or manufacturing hardware
or software products or services for 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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PAGE
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Summary of Fund Expenses.............................................................. 2
Investment Objective, Policies and Risks.............................................. 3
Management Services................................................................... 4
How to Buy Shares..................................................................... 6
How to Redeem Shares.................................................................. 9
Distribution and Shareholder Servicing Plan........................................... 10
Dividends, Distributions and Taxes.................................................... 11
Systematic Investment Plan............................................................ 11
Advertising the Fund's Performance.................................................... 12
General Information................................................................... 12
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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*................................................................ 1.25%
Total Fund Operating Expenses (after fee waiver)*.............................. 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..................................................................... $ 78
EXAMPLE
You would pay the following expenses on the same investment,
assuming no redemption:
1 YEAR...................................................................... $ 25
3 YEARS..................................................................... $ 78
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* Based on estimated expenses for the current fiscal year. The Manager has
undertaken, until such time as it gives investors 60 days' notice to the
contrary, to waive its investment advisory fee to the extent Total Fund
Operating Expenses (other than interest, taxes, brokerage fees and
extraordinary items) 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, 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 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 $15.00 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
WWW Internet 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 will seek to achieve its objective by investing primarily (under
normal conditions, at least 70% of its total assets) in equity securities of
companies that are designing, developing or manufacturing hardware or software
products or services for the Internet and/or World Wide Web. The Fund will
strive to achieve a balanced mix of mature companies (large, established
companies that have successfully implemented Internet strategies), mid-life
companies (companies which have captured a leadership position in an established
sector of the Internet industry) and adolescent companies (IPO's and small,
growing companies that are experiencing unprecedented valuations and are
expected to achieve leadership in emerging market segments in the Internet
industry). Generally, the Fund will attempt to achieve a balance of the
following approximate percentages of its assets which are invested in Internet
companies: mature companies, 50%; mid-life companies, 25%; and adolescent
companies, 25%; however, the Fund has the discretion to alter these percentages
from time to time as market conditions may warrant. Nevertheless, all securities
of companies in the Internet industry are subject to the risk factors described
below.
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. Sectors identified for investment
include, but are not limited to: servers, routers, search engines, bridge and
switches, browsers, network applications, agent software, modems, carriers,
firewall and security, e-mail, electronic commerce, video and publishing.
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, but the Fund
may continue to hold such securities if their rating falls below investment
grade after the time of purchase. 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.
RISKS. 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
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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. As a result
of these factors, securities in which the Fund will invest are more volatile
than securities of companies in other industries.
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. Securities of those
smaller and/or less seasoned companies may therefore expose shareholders of the
Fund to above-average risk.
The Fund also may invest in warrants, foreign securities and illiquid
securities. For a discussion of these investments and their related risks, see
the Appendix to this Prospectus.
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 has no previous experience in advising a mutual fund.
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 31.25% of its outstanding
shares. Since 1991, Mr. York also has been President of Capital Advisors Group,
Inc. a financial planning and investment advisory firm and since 1993 he has
been 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 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 31.25% 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
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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.
The full range of Total Management Fee on an annualized basis is as follows:
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PERFORMANCE
PERCENTAGE POINT DIFFERENCE BETWEEN FUND PERFORMANCE (NET OF EXPENESES ADJUSTMENT
INCLUDING ADVISORY FEES) AND PERCENTAGE CHANGE IN THE BASE FEE (%) RATE (%) TOTAL FEE (%)
S&P 500 INDEX
- ----------------------------------------------------- ------------ ----------- -------------
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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.
Because the maximum Monthly Performance Adjustment for the Fund applies
whenever the Fund's performance exceeds the S&P 500 Index by 3.00% or more, the
Manager could receive a maximum Monthly Performance Adjustment even if the
performance of the Fund is negative.
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
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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.
The Manager has undertaken, until such time as it gives investors 60 days'
notice to the contrary, to waive its Management Fee 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
fee waiver shall not exceed the amount of fees received by the Manager under the
Management Agreement for such fiscal year. The fee waiver, 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. Star Bank, N.A., 425 Walnut Street, M.L. 6118,
P.O. Box 1118, Cincinnati, Ohio 45201-1118 is the Fund's custodian. American
Data Services, Inc., 24 West Carver Street, 2nd Floor, Huntington, New York
11743 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. 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.
Purchase orders received in proper form 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 in proper form after the close
of trading on the New York Stock Exchange are priced as of the time the net
asset value is next determined.
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INITIAL PURCHASE.
By Mail -- You may purchase shares of the Fund by completing and signing the
application form which accompanies this Prospectus and mailing it, in proper
form, together with a check (subject to the above minimum amounts) made payable
to WWW Internet Fund, and sent to the P.O. Box listed below. If you prefer
overnight delivery, use the overnight address listed below.
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U.S. mail: WWW Internet Fund Overnight: WWW Internet Fund
P.O. Box 640335 c/o Star Bank, N.A.
Cincinnati, Ohio 45264-0335 Mutual Fund Custody Dept.
425 Walnut St. M.L. 6118
Cincinnati, Ohio 45202
</TABLE>
By Wire -- You may also purchase shares of the Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. If money is to be
wired, you must call American Data Services, Inc., the Fund's Transfer Agent, at
(888) 999-8331 to set up your account and obtain an account number. You should
be prepared to provide the information on the application form to the Transfer
Agent. Then, you should provide your bank with the following information for
purposes of wiring your investment:
Star Bank, N.A. Cinti/Trust
ABA #0420-0001-3
Attn: WWW Internet Fund
D.D.A. # 485777098
Account Name _________________________________________________________
(write in account registration name)
For the Account # _____________________________________________________
(write in account # assigned by Transfer Agent)
You are required to mail a signed application to the Transfer Agent at the
following address in order to complete your initial wire purchase:
WWW Internet Fund
c/o American Data Services, Inc.
24 West Carver Street, 2nd Floor
Huntington, New York 11743
Wire orders will be accepted only on a day on which the Fund and the Custodian
and Transfer Agent are open for business. A wire purchase will not be considered
made until the wired money is received and the purchase is accepted by the Fund.
Any delays which may occur in wiring money, including delays which may occur in
processing by the banks, are not the responsibility of the Fund or the Transfer
Agent. There is presently no fee for the receipt of wired funds, but the right
to charge shareholders for this service is reserved by the Fund.
ADDITIONAL INVESTMENTS. You may purchase additional shares of the Fund at any
time (minimum of $100) by mail or wire. Each additional mail purchase request
must contain the additional investment portion of your shareholder statement or
a letter containing your name, the name of your account, your account number and
the name of the Fund. Checks should be made payable to WWW Internet Fund and
should be sent to the Custodian as set forth above under "INITIAL PURCHASE -- By
Mail". A bank wire should be sent as set forth above under "INITIAL
PURCHASE -- By Wire".
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PURCHASES THROUGH PROCESSING ORGANIZATIONS. Shares of the Fund may also be
purchased through a "Processing Organization," which is a broker-dealer, bank or
other financial institution that purchases shares for its customers. When shares
are purchased this way, the Processing Organization, rather than its customer,
may be the shareholder of record of the shares. Such shares may be transferred
into the investor's name following procedures established by the Processing
Organization and the Transfer Agent. The minimum initial and subsequent
investments in the Fund for shareholders who invest through a Processing
Organization generally will be set by the Processing Organization. Processing
Organizations may also impose other charges and restrictions in addition to or
different from those applicable to investors who remain the shareholder of
record of their shares. Certain Processing Organizations may receive
compensation from the Manager pursuant to the Fund's Distribution and
Shareholder Servicing Plan. An investor contemplating investing with the Fund
through a Processing Organization should read materials provided by the
Processing Organization in conjunction with this Prospectus.
TAX SHELTERED RETIREMENT PLANS. Since the Fund is oriented to longer term
investments, shares of the Fund may be an appropriate investment medium for tax
sheltered retirement plans, including: individual retirement plans (IRAs);
simplified employee pensions (SEPs); 401(k) plans; qualified corporate pension
and profit sharing plans (for employees); tax deferred investment plans (for
employees of public school systems and certain types of charitable
organizations); and other qualified retirement plans. You should contact the
Transfer Agent for the procedure to open an IRA or SEP plan, as well as more
specific information regarding these retirement plan options. Consultation with
an attorney or tax adviser regarding these plans is advisable. Custodial fees
and other processing fees for an IRA will be paid by the shareholder by
redemption of sufficient shares of the Fund from the IRA unless the fees are
paid directly to the IRA custodian. You can obtain information about IRA fees by
calling the Transfer Agent at (888) 999-8331.
AUTOMATIC INVESTMENT OPTION. Please see "SYSTEMATIC INVESTMENT PLAN" below.
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.
ADDITIONAL INFORMATION. Federal regulations require that investors provide a
certified Taxpayer Identification Number (a "TIN") upon opening or reopening an
account. See "Dividends, Distributions and 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").
Dividends begin to accrue after you become a shareholder. The Fund does not
issue share certificates. All shares are held in non-certificate form registered
on the books of the Fund's Transfer Agent for the account of the shareholder.
The rights to limit the amount of purchases and to refuse to sell to any person
are reserved by the Fund. If your check or wire does not clear, you will be
responsible for any loss incurred. If you are already a shareholder, the Fund
can redeem shares from any identically registered account in the Fund as
reimbursement for any loss incurred. You may be prohibited or restricted from
making future purchases in the Fund.
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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 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, the redemption proceeds will not be transmitted
until the check used for investment has cleared, which may take up to 15 days.
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 PROCEDURES. Shareholders who wish to redeem shares must do so
through the Transfer Agent by mail or telephone.
By Mail -- Redemption requests by mail must include your letter of instruction
(including Fund name, account number, account name(s), address and the dollar
amount or number of shares you wish to redeem) and should be addressed to:
WWW Internet Fund
c/o American Data Services, Inc.
24 West Carver Street, 2nd Floor
Huntington, New York 11743
By Telephone -- Shareholders that have elected the telephone redemption option
on the shareholder application form may make a telephone redemption request by
calling the Transfer Agent at (888) 999-8331. The Transfer Agent may act on
telephone instructions from any person representing himself or herself to be a
shareholder 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
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<PAGE> 10
unauthorized or fraudulent instructions. Neither the Fund nor the Transfer Agent
will be liable for following telephone instructions reasonably believed to be
genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Transfer Agent 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.
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
$15.00 will be charged for payments by wire. Questions about this option, or
redemption requirements generally, should be referred to the Transfer Agent at
(888) 999-8331.
Written redemption instructions 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 (888) 999-8331.
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.
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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 for Federal income tax purposes.
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. The Fund's distributions are taxable in the year paid, regardless of
whether they are received in cash or reinvested in additional shares of the
Fund, except that certain distributions declared in the last three months of the
year and paid in January are taxable as if paid on December 31.
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.
An investor's redemption of Fund shares may result in a taxable gain or loss,
depending upon whether the redemption proceeds payable to such investor are more
or less than his adjusted tax basis for his redeemed shares.
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 backup
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.
The Fund intends to 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. The Fund intends to make sufficient distributions prior to the end of
each calendar year to avoid liability for a 4% Federal excise tax on
undistributed income.
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 $500 and minimum subsequent investments of
$25 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
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<PAGE> 12
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 (888) 999-8331
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 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 redemption fee 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
redemption fee.
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.
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 American
Data Services, Inc., 24 West Carver Street, 2nd Floor, Huntington, New York
11743, or by calling (888) 999-8331.
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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.
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
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<PAGE> 14
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.
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
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<PAGE> 15
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 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
15
<PAGE> 16
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 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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WWW INTERNET FUND PROSPECTUS
525 Vine Street, Suite 1330
Cincinnati, Ohio 45202
INVESTMENT MANAGER
WWW Advisors, Inc.
131 Prosperous Place, Suite 17
Lexington, Kentucky 40509
TRANSFER AGENT WWW INTERNET FUND
American Data Services, Inc.
24 West Carver Street
Huntington, New York 11743
PORTFOLIO SECURITIES CUSTODIAN
Star Bank, N.A.
P.O. Box 1118
Cincinnati, Ohio 45201-1118
GENERAL COUNSEL JULY 26, 1996
Benesch, Friedlander, Coplan & Aronoff P.L.L.
2300 BP America Building
200 Public Square
Cleveland, Ohio 44114-2378
<PAGE> 18
STATEMENT OF ADDITIONAL INFORMATION
WWW INTERNET FUND
525 Vine Street, Suite 1330
Cincinnati, Ohio 45202
Telephone (513) 357-8400
July 26, 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 July 26, 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.
<PAGE> 19
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Investment Objective and Policies..................................................... 2
Trustees and Officers................................................................. 3
Management............................................................................ 4
Distribution and Shareholder Servicing Plan........................................... 5
Portfolio Transactions................................................................ 5
Redemption of Fund Shares............................................................. 6
Valuation............................................................................. 6
General Information................................................................... 7
</TABLE>
(i)
<PAGE> 20
INVESTMENT OBJECTIVE 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).
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. Invest more than 25% of the value of its total assets in any one industry,
except that the Fund will invest at least 70% of the value of its total assets
in securities of companies that are designing, developing or manufacturing
hardware or software products or services for the Internet and/or World Wide
Web.
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.
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<PAGE> 21
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 by purchase in
the open market where no commission or profit to a sponsor or dealer results
from the purchase other than the customary broker's commission or except when
the purchase is part of a plan of merger, consolidation, reorganization or
acquisition, and provided that any such purchase is 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.
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 President
131 Prosperous Place, Suite 17 of the Trust; President, Capital Advisors
Lexington, Kentucky 40509 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).
Mary J. Cronin (48) Trustee of the Trust; Professor of Management
140 Commonwealth Avenue (formerly Associate Professor & Director of
Chestnut Hill, Massachusetts 02167 Libraries), Boston College, Chestnut Hill,
Massachusetts.
Charles F. Haywood (69) Trustee of the Trust; National City Bank
348 Business & Economics Professor of Finance, University of Kentucky;
University of Kentucky Director, Center for Business & Economic
Lexington, Kentucky 40506 Research, University of Kentucky; Member,
Board of Directors, The Pittston Company.
</TABLE>
3
<PAGE> 22
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.
COMPENSATION TABLE
<TABLE>
<CAPTION>
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM TRUST
AGGREGATE BENEFITS ACCRUED ESTIMATED (THE TRUST IS NOT
NAME OF PERSON, COMPENSATION AS PART OF ANNUAL BENEFITS IN A FUND
POSITION FROM TRUST TRUST EXPENSES UPON RETIREMENT COMPLEX)
- ---------------------------------------- ------------ ---------------- --------------- -----------------
<S> <C> <C> <C> <C>
Lawrence S. York, Trustee, Chairman of
the Board and President............... 0 0 0 0
James D. Greene, Trustee, Vice
President, Secretary and Treasurer.... 0 0 0 0
Mary J. Cronin, Trustee................. 10,000* 0 0 10,000*
Charles F. Haywood, Trustee............. 10,000* 0 0 10,000*
- ---------------
<FN>
* Estimated payments for the current fiscal year ending June 30, 1997.
</TABLE>
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 $2,500 per
quarter 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 July 10, 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.
Pursuant to an undertaking to a state securities administrator, the Management
Fee of the Manager will be reduced in the amount, if any, by which total
expenses, including the management fee, but excluding interest, taxes,
4
<PAGE> 23
brokerage commissions, redemption fees, distribution fees and certain
extraordinary expenses, exceed 2 1/2% of the first $30,000,000 of average net
assets, 2% of the next $70,000,000 and 1 1/2% thereafter.
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 July 10, 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 31.25% 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 31.25% 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 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 July 10, 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
5
<PAGE> 24
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 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.
6
<PAGE> 25
GENERAL INFORMATION
CUSTODIAN. Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201-1118
serves as custodian of the Fund.
AUDITORS. McCurdy & Associates C.P.A.'s, Inc., independent auditors, have been
selected as auditors of the Fund. Their address is 27955 Clemens Road, Westlake,
Ohio 44145.
As of July 8, 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.
7
<PAGE> 26
TO THE SHAREHOLDERS AND TRUSTEES
WWW TRUST
We have audited the accompanying statement of assets and liabilities of WWW
Internet Fund (a portfolio of the WWW Trust) as of July 8, 1996. This financial
statement is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statement of assets and liabilities. Our procedures included
confirmation of cash held by the custodian as of July 8, 1996, by correspondence
with the custodian. We believe that our audit of the statement of assets and
liabilities provides a reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of WWW
Internet Fund of the WWW Trust as of July 8, 1996, in conformity with generally
accepted accounting principles.
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
July 8, 1996
8
<PAGE> 27
WWW TRUST
STATEMENT OF ASSETS & LIABILITIES
JULY 8, 1996
<TABLE>
<CAPTION>
WWW
INTERNET FUND
-------------
<S> <C>
ASSETS:
Cash in Bank................................................................... $ 100,000
-------------
Total Assets................................................................... $ 100,000
NET ASSETS....................................................................... $ 100,000
-------------
NET ASSETS CONSIST OF:
Capital Paid In................................................................ $ 100,000
OUTSTANDING SHARES
Indefinite Number of Shares of
Beneficial Interest Authorized
With Par Value of $.001 Per Share.............................................. $ 10,000
NET ASSET VALUE PER SHARE........................................................ $ 10
OFFERING PRICE PER SHARE......................................................... $ 10
</TABLE>
The accompanying notes are an integral
part of this financial statement
9
<PAGE> 28
WWW TRUST
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The WWW Trust (the "Trust") was organized as a business trust under the laws
of the state of Ohio on April 23, 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. The WWW Internet Fund is an open-end
diversified portfolio of WWW Trust.
The Trust uses an independent administrator, transfer agent, and dividend
paying agent. No transactions other than those relating to organizational
matters and the sale of 10,000 shares of WWW Internet Fund has taken place to
date.
2. RELATED PARTY TRANSACTIONS
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.
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.
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.
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), cost 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.
The Manager has undertaken, until such time as it gives investors 60 days'
notice to the contrary, to waive its Management Fee 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
fee waiver shall not exceed the amount of fees received by the Manager under the
Management Agreement for such fiscal year. The fee waiver, if any, will be on a
10
<PAGE> 29
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.
3. CAPITAL STOCK AND DISTRIBUTION
At July 8, 1996 an indefinite number of shares were authorized and paid-in
capital amounted to $100,000 for WWW Internet Fund. Transactions in capital
stock were as follows:
<TABLE>
<CAPTION>
WWW
INTERNET FUND
-------------
<S> <C>
Shares sold....................................................... 10,000
Shares redeemed................................................... -0-
-------------
Net increase...................................................... 10,000
Shares outstanding:
Beginning of period............................................. -0-
-------------
End of period................................................... 10,000
-------------
</TABLE>
11
