<PAGE> 1
As filed with the Securities and Exchange Commission
on February ___, 1997
Registration No. 333-03531
811-07585
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
FORM N-1A
REGISTRATION UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 1 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 2 [X]
(Check appropriate box or boxes)
------------
WWW TRUST
(Exact name of registrant as specified in charter)
525 Vine Street, Suite 1330, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 357-8400
LAWRENCE S. YORK
Suite 17
131 Prosperous Place
Lexington, Kentucky 40509
(Name and address of agent for service)
Copy to:
MICHAEL J. MEANEY, ESQ.
Benesch, Friedlander, Coplan & Aronoff P.L.L.
2300 BP America Building
200 Public Square
Cleveland, Ohio 44114-2378
<PAGE> 2
It is proposed that this filing will become effective (check appropriate box):
X immediately upon filing pursuant to paragraph (b) of Rule 485.
- ----
on (date) pursuant to paragraph (b) of Rule 485.
- ----
60 days after filing pursuant to paragraph (a)(1) of Rule 485.
- ----
on (date) pursuant to paragraph (a)(1) of Rule 485.
- ----
75 days after filing pursuant to paragraph (a)(2) of Rule 485.
- ----
on (date) pursuant to paragarph (a)(2) of Rule 485.
- ----
<PAGE> 3
WWW INTERNET FUND
Supplement to July 26, 1996 Prospectus
The Statement of Additional Information dated July 26, 1996 and
referred to in this Prospectus has been revised to include Unaudited Financial
Statements as of December 31, 1996.
The section of the Prospectus entitled "Management Services - Expenses"
at page 5 is amended to state that the Fund will reimburse the Manager for
organizational costs of the Fund only if and when net assets of the Fund exceed
$3,000,000.
Dated: February 11, 1997
------------------------------
The Fund's Prospectus dated July 26, 1996, which is Part A of the
Registration Statement on Form N-1A, is hereby incorporated by reference into
this Post-Effective Amendment No. 1.
<PAGE> 4
WWW INTERNET FUND
Supplement to July 26, 1996
Statement of Additional Information
Attached hereto and made a part of this Statement of Additional
Information are Unaudited Financial Statements including Notes thereto and
Schedule of Investments dated as of December 31, 1996.
Dated: February 11, 1997
------------------------------
The Fund's Statement of Additional Information dated July 26, 1997,
which is Part B to the Registration Statement on Form N-1A, is hereby
incorporated by reference into this Post-Effective Amendment No. 1.
<PAGE> 5
<TABLE>
<CAPTION>
WWW INTERNET FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1996
(Unaudited)
Shares Value
- -------- -------
COMMON STOCKS 82.97%
<S> <C>
BROADCAST & INFORMATION RESOURCES
ADVERTISING, CONTENT & DISTRIBUTION 6.53%
300 SGS Thompson ** $ 21,000
500 General Motors Corp., Class H 28,125
500 McGraw Hill Cos. 23,063
500 Mecklermedia Corp. ** 9,875
500 Time Warner Inc. 18,750
--------
100,813
-------
INFORMATION RETRIEVAL 7.30%
1,000 America Online Inc. ** 33,250
300 CUC International ** 7,125
300 Fore Systems Inc. ** 9,863
500 Charles Schwab Corp. 16,000
1,000 Verifone Inc. ** 29,500
1,000 Yahoo Inc. ** 17,000
---------
112,738
---------
DATA PROCESSING SERVICES 1.89%
800 First Data Corp. 29,200
---------
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
WWW INTERNET FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1996
(Unaudited)
<S> <C>
COMMUNICATIONS & TELECOM SERVICES
BROWSERS & INTERNET SERVICE PROVIDERS 6.82%
800 AT & T Corp. $ 34,800
300 Bellsouth Corp . 12,113
300 Netscape Communication Inc. ** 17,063
700 PSINet ** 7,613
400 SBC Communications Inc. 20,700
500 Worldcom Inc. ** 13,031
--------
105,320
--------
COMPUTERS & COMPUTER PERIPHERALS
COMPUTERS & NETWORK SERVERS 4.67%
300 Compaq Computer Corp. ** 22,275
500 Hewlett Packard Inc. 25,125
50 NCR Corp. 1,681
500 Silicon Graphics Inc. ** 12,750
400 Sun Microsystems Inc. ** 10,275
--------
72,106
--------
STORAGE DEVICES .77%
300 Seagate Technology Inc. ** 11,850
--------
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
WWW INTERNET FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1996
(Unaudited)
<CAPTION>
Shares Value
- -------- ---------
<S> <C>
COMPUTER SOFTWARE & INTERNET TOOLS
Prepackaged & Customized Software 14.66%
1,000 Accent Software International Ltd. ** $ 6,375
1,000 Broderbund Software Inc.** 29,750
300 Computer Associates International Inc. 14,925
500 CKS Group ** 13,938
500 HNC Software Inc. ** 15,625
1,000 Hummingbird Comm.** 28,375
500 Informix Corp.** 10,187
1,000 Intuit Inc. ** 31,500
1,000 Macromedia Inc. 18,000
500 Oracle Corp.** 20,875
1,000 Onewave Inc. ** 7,812
500 Vantive Corp. 15,625
200 Electronic Arts Inc. ** 5,988
200 Abode Systems Inc. 7,475
------
226,450
-------
FIREWALL & INTERNET SECURITY 4.71%
800 Checkpoint Software ** 17,400
1,500 Raptor Systems Inc. ** 30,187
800 Security Dynamics Technologies Inc. ** 25,200
------
72,787
------
DATA COMMUNICATIONS & NETWORKING EQUIPMENT
ROUTERS, HUB & SWITCHES 25.51%
1,000 Ace Communication 15,000
1,500 Andrew Corp. 79,594
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
WWW INTERNET FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1996
(Unaudited)
Shares Value
- ------ --------
<S> <C>
ROUTERS, HUBS & SWITCHES (CONTINUED)
300 Ascend Communication Inc. ** $18,637
700 Cisco Systems Inc. ** 44,537
500 Cascade Comm Corp. ** 27,562
600 Cabletron Systems Inc. ** 19,950
1,500 Cognex Inc. ** 27,750
2,000 Glenayre Technologies ** 43,125
259 Lucent Technologies Inc. 11,979
1,000 Newbridge Networks Corp. ** 28,250
1,600 PairGain Technology ** 48,700
400 U.S. Robotics Corp.** 28,800
-------
393,884
-------
SEMICONDUCTORS 10.11%
1,000 Integrated Devices Technology Inc. ** 13,625
500 LSI Logic Corp. ** 13,375
800 Motorola Inc. 49,100
1,000 S3 Inc. ** 16,250
1,000 Texas Instuments Inc. 63,750
---------
156,100
---------
TOTAL COMMON STOCKS (COST $1,251,172) 1,281,248
---------
MUTUAL FUNDS 18.98%
293,087 Star Bank Treasury Fund 293,087
(Cost $ 293,087) ---------
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
WWW INTERNET FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1996
(UNAUDITED)
<S> <C> <C>
TOTAL INVESTMENTS 101.95% 1,574,335
(Cost $1,544,259)
OTHER ASSETS LESS LIABILITIES (1.95%) (30,103)
------- -----------
TOTAL NET ASSETS 100.00% $ 1,544,232
======= ===========
**Non-income producing securities.
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 10
<TABLE>
<CAPTION>
WWW INTERNET FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
(UNAUDITED)
ASSETS:
<S> <C>
Investment in securities at market value
(identified cost--$1,544,259)(Note 6) ........................... $ 1,574,335
Due from investment adviser ...................................... 8,944
Receivable for fund shares sold .................................. 2,237
Dividends and interest receivable ................................ 1,734
-----------
TOTAL ASSETS .................................. 1,587,250
-----------
LIABILITIES:
Dividends payable ................................................ 21,622
Accrued operating expenses ....................................... 21,396
-----------
TOTAL LIABILITIES ............................. 43,018
-----------
NET ASSETS (equivalent to $11.09 per share based on
139,228 shares of common stock outstanding)--(Note 5) ..... $ 1,544,232
===========
NET ASSETS CONSIST OF:
Paid in capital (Note 5) ....................................... $ 1,452,630
Undistributed net investment income/(loss) ..................... (6,650)
Accumulated undistributed net realized gain/(loss) from
security transactions ......................................... 68,176
Net unrealized appreciation/(depreciation) of investments ...... 30,076
-----------
NET ASSETS DECEMBER 31, 1996 .................................... $ 1,544,232
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 11
<TABLE>
<CAPTION>
WWW INTERNET FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM AUGUST 1, 1996
(COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 1996
(UNAUDITED)
<S> <C>
INVESTMENT INCOME:
Dividends ........................................................... $ 2,193
Interest ............................................................ 3,609
---------
TOTAL INVESTMENT INCOME ......................................... 5,802
---------
OPERATING EXPENSES:
Investment advisory fee (Note 3) ................................... 3,736
Administrative fees (Note 3) ....................................... 6,283
Custodian fees ..................................................... 1,933
Transfer agent fees ................................................ 3,866
Accounting fees (Note 3) ........................................... 3,866
Distributor fees (Note 4) .......................................... 2,490
Other expenses ..................................................... 2,957
---------
Total expenses ..................................................... 25,131
Expense reimbursement from adviser ................................. (12,679)
---------
NET EXPENSES.................................................... 12,452
---------
NET INVESTMENT INCOME/(LOSS)....................................
(6,650)
---------
NET REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS:
Net realized gain/(loss) on security transactions ................. 97,231
Net change in unrealized appreciation/(depreciation) on investments 30,076
---------
NET GAIN/(LOSS) ON INVESTMENTS .................................. 127,307
---------
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS ................................................ $ 120,657
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 12
<TABLE>
<CAPTION>
WWW INTERNET FUND
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31, 1996
(UNAUDITED)
<S> <C>
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income/(loss) .......................................................... $ (6,650)
Net realized gain/(loss) from securities transactions ................................. 97,231
Net change in unrealized appreciation/(depreciation) of investments
during the period ................................................................. 30,076
-----------
NET INCREASE/(DECREASE) IN NET ASSETS FROM
OPERATIONS ............................................................................ 120,657
-----------
DISTRIBUTION TO SHAREHOLDERS:
Net investment income................................................................. 0
Realized gain......................................................................... (29,055)
-----------
(29,055)
-----------
FUND SHARE TRANSACTIONS:
Shares sold ........................................................................... 1,368,148
Shares issued in reinvestment of dividends ............................................ 7,433
Shares redeemed ....................................................................... (22,951)
-----------
TOTAL CAPITAL STOCK .................................................................... 1,352,630
-----------
NET INCREASE/(DECREASE) IN NET ASSETS .................................................. 1,444,232
-----------
NET ASSETS:
Beginning of period.................................................................... 100,000
-----------
End of period ........................................................................ $ 1,544,232
===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 13
WWW INTERNET FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(UNAUDITED)
1. ORGANIZATION
The WWW Internet Fund (the "Fund") was organized as an Ohio business trust
(the "Trust"), on April 23, 1996, and commenced operations on August 1, 1996.
The Trust is registered under the Investment Company Act of 1940, as amended, as
a diversified, open end management investment company. The Trust is authorized
to issue an indefinite number of shares of beneficial interest, par value $.001
per share.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by
the Fund in the preparation of its financial statements.
Securities Valuations- Portfolio securities, including covered call
options if 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.
Federal Income Taxes- The Fund intends to qualify each year as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended. By so
qualifying, the Fund will not be subject to federal income taxes to the extent
that it distributes substantially all of its net investment income and any
realized capital gains.
Dividends and Distributions- The Fund intends to distribute substantially all of
its net investment income as dividends to its shareholders on an annual basis.
The Fund intends to distribute its net long term capital gains and its net short
term capital gains at least once a year.
Other- The Fund follows industry practice and records security transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial statements and income tax purposes. Dividend income is
recorded on the ex-dividend date and interest income is recorded on an accrual
basis.
<PAGE> 14
WWW INTERNET FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(UNAUDITED)
NOTE 3. INVESTMENT ADVISORY & ADMINISTRATION AGREEMENT
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.
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 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, cost 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.
<PAGE> 15
WWW INTERNET FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(UNAUDITED)
NOTE 3. INVESTMENT ADVISORY & ADMINISTRATION AGREEMENT (CONTINUED)
The Fund will reimburse the Manager for organizational costs incurred on
behalf of the Fund only if and when net assets of the Fund exceed $3,000,000.
The Fund has a Fund Accounting and Administrative Agreement with American
Data Services, Inc. ("ADS"). ADS receives a fee, computed daily and payable
monthly, at an annual rate of .08% of average daily net assets, subject to a
monthly minimum.
NOTE 4. DISTRIBUTION AGREEMENT
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 it's entirety by the Manager to
make payments for administration, shareholder services and distribution
assistance, including, but not limiting 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. For the period ended December 31, 1996, the amount paid
or accrued for such expenses was $ 2,490.
<PAGE> 16
WWW INTERNET FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(UNAUDITED)
NOTE 5. CAPITAL SHARE TRANSACTIONS
As of December 31, 1996 there was an unlimited number of $.001 par value
shares of capital stock authorized for the Fund.
Transactions in capital stock were as follows:
<TABLE>
<CAPTION>
For the period from
August 1, 1996 (Commencement of
Operations) through December 31, 1996
Shares Amount
--------- ----------
<S> <C> <C>
Shares sold 130,564 $ 1,368,148
Shares issued in reinvestment
of dividends 667 7,433
Shares redeemed (2,003) (22,951)
----------- -----------
Net increase 129,228 $ 1,352,630
=========== ===========
Total paid in capital $ 1,452,630
===========
</TABLE>
NOTE 6. INVESTMENTS
For the period from August 1, 1996 (commencement of operations) through
December 31, 1996, purchases and sales of investment securities, other than
short-term investments, aggregated $1,632,997 and $479,056 respectively. The
gross unrealized appreciation for all securities totaled $98,545 and the gross
unrealized depreciation for all securities totaled $68,469 for a net unrealized
appreciation of $30,076. The aggregate cost of securities for federal income tax
purposes at December 31, 1996 was $1,544,259.
<PAGE> 17
<TABLE>
<CAPTION>
WWW INTERNET FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD FROM
AUGUST 1, 1996 (COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1996
(UNAUDITED)
<S> <C>
NET ASSET VALUE- BEGINNING OF PERIOD ....................................... $ 10.00
-------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income/ (loss) .............................................. (.06)
Net gain /(loss)on investments both realized and unrealized ................ 1.36
-------------
TOTAL FROM INVESTMENT OPERATIONS ........................................... 1.30
-------------
LESS DISTRIBUTIONS:
Dividends from net investment income ....................................... 0
Dividends from capital gains ............................................... (.21)
-------------
NET ASSET VALUE- END OF PERIOD ............................................. $ 11.09
=============
TOTAL RETURN** ............................................................. 30.99%
RATIO/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) ...................................... 1,544
Ratio of net expenses to average net assets** ............................ 2.50%
Ratio of total expenses to average net assets ** .......................... 5.00%
Ratio of net investment income/ (loss) to average net assets** ........... (1.32%)
Portfolio turnover rate ................................................... 39.75%
Average Commission rate paid .............................................. .066629
** Annualized
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 18
PART C
------
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
The Financial Statements included in this Post-Effective
Amendment No. 1 to the Registration Statement are as follows:
Schedule of Investments at December 31, 1996.
Statement of Assets and Liabilities as of December
31, 1996.
Statement of Operations for the period August 1, 1996
to December 31, 1996.
Statement of Changes in Net Assets for the period
August 1, 1996 to December 31, 1996.
Financial Highlights for the period August 1, 1996 to
December 31, 1996.
(b) Exhibits:
Exhibit Numbers 1, 2, 4, 5, 8, 9(a), 9(b), 9(c), 10, 11, 13,
15 and 17 listed in Item 24(b) of the Registration Statement
filed with the Commission on Form N-1A are hereby incorporated
by reference in this Post-Effective Amendment No. 1.
Item 26. Number of Holders of Securities
As of December 31, 1996, there were 120 record holders of the Fund's
Shares.
Items 25, 27, 28, 29, 30, 31 and 32 of Part C of the Registration Statement
filed with the Commission on Form N-1A are hereby incorporated by reference in
this Post-Effective Amendment No. 1.
<PAGE> 19
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to be signed on behalf of the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on the 11th day of
February, 1997. The Registrant certifies that this Post-Effective Amendment
meets all of the requirements for effectiveness pursuant to Rule 485(b) under
the Securities Exchange Act of 1933.
WWW TRUST
By: /s/ Lawrence S. York
----------------------------------
Lawrence S. York, Chairman of the
Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities as indicated.
Signature Title
--------- -----
Lawrence S. York Chairman of the Board (Principal
Executive Officer, Financial Officer and
Accounting Officer) and Trustee
James D. Greene Trustee, Vice President, Treasurer and
Secretary
Mary J. Cronin Trustee
Charles F. Haywood Trustee
Lawrence S. York, by signing his name below, signs this Post-Effective
Amendment No. 1 on behalf of the above-named Trustees pursuant to Powers of
Attorney contained in the Registration Statement previously filed with the
Securities and Exchange Commission.
Dated: February 11, 1997 /s/ Lawrence S. York
----------------------------------
Lawrence S. York, Attorney-in-Fact
