U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of form before preparing form,
Please print or type.
1. Name and address of issuer: WWW Internet Fund
525 Vine Street, Suite 1330
Cincinnati, Ohio 45202
2. Name of each series or class of funds for which this notice is filed:
WWW Internet Fund shares of beneficial interest, $0.001 par value.
3. Investment Company Act File Number: 811-07585
Securities Act File Number: 333-03531
4. Last day of fiscal year for which this notice is filed:
June 30, 1997
5. Check box if this notice is being filed more than 180 days after
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable see instruction a.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: 0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the
fiscal year: 180,067 shares - $1,870,779
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
180,067 shares - $1,870,779
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans,
if applicable (see instruction b.7): 667 shares - $7,433
12. Calculation of registration fee:
(I) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2
(from item 10) $ 1,870,779
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11,
if applicable): + 7,433
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - $53,412
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (I), plus line
(ii), less line (iii), plus line (iv)] (if applicable): + $1,824,800
(vi) Multiplier prescribed by Section 6(b) of the Securities
Instruction C.6): x 1/3300
(vii) Fee due[line (I) or line (v) multiplied by line (vi)]
$ 552.97
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filedwithin 60 days after the close of the issuer's
fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). X
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: August 29, 1997
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* Lawrence York, President
Date August 29, 1997
*Please print the name and title of the signing officer below the signature.
August 27, 1997
WWW Internet Fund
Suite 1330
525 Vine Street
Cincinnati, OH 45202
Gentlemen:
We have acted as counsel for WWW Internet Fund (the "Fund")
in connection with the filing by the Fund of a Rule 24f-2
Notice for the fiscal year ended June 30, 1997 (the
"Notice") pursuant to the Investment Company Act of 1940
with respect to the sale of shares of beneficial interest,
par value $.001 per share (the "Shares"), of the Fund.
We have examined and relied upon originals or copies,
certified or otherwise identified to our satisfaction as
being true copies, of all such records of the Fund, all
such certificates of officers of the Fund, public officials
and others, and such other documents, certificates and
other records as we have deemed necessary as a basis for
the opinion set forth herein, including the Amended and
Restated Declaration of Trust, the By-Laws and the records
of proceedings of the Trustees of the Fund.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any
facts material to the opinion expressed herein, we have
relied upon the statements and representations of the
President of the Fund contained in the Officer's
Certificate dated August 27, 1997.
We have investigated such questions of law for the purpose
of rendering this opinion as we have deemed necessary. We
express no opinion in this letter concerning any law other
than the law of the State of Ohio and the federal law of
the United States of America.
On the basis of the foregoing, and in reliance thereon, we
are of the opinion that the Shares sold by the Fund during
the fiscal year ended June 30, 1997 and reported in Item
12(i) of the Notice were legally issued, fully paid and
non-assessable.
The opinion in this letter is rendered only to the Fund in
connection with the filing of the Notice. We hereby
consent to the filing of this opinion with the Notice.
This opinion may not be relied upon by the Fund for any
other purpose or relied upon by any other person, firm or
entity for any purpose. This letter may not be
paraphrased, quoted or summarized, nor may it be duplicated
or reproduced in part.
Respectfully submitted,
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
WWW Internet Fund
August 27, 1997
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