PROSPECTUS
WWW INTERNET FUND
October 31, 1999
WWW Internet Fund (the "Fund") is a mutual fund which invests to produce
long term growth through capital appreciation. The Fund invests primarily in
common stock of companies that are designing, developing or manufacturing
hardware or software products or services for the Internet.
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
Prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
PAGE
Risk/Return Summary 3
Fees and Expenses of the Fund 5
Who Manages the Fund 6
How to Buy Shares 7
How to Sell Shares 9
Dividends, Distributions and Taxes 10
Advertising the Fund's Performance 11
The Year 2000 Problem 11
General Information 11
Financial Highlights 12
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RISK/RETURN SUMMARY
INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES
INVESTMENT OBJECTIVE. WWW Internet Fund is a mutual fund whose investment
objective is long term growth through capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES. The Fund will seek to achieve its
objective by investing primarily (under normal conditions, at least 70% of its
total assets) in common stock of companies that are designing, developing or
manufacturing hardware or software products or services for the Internet. The
Fund will strive to achieve a balanced mix of (1) Mature companies (large,
established companies that have successfully implemented Internet strategies),
(2) Mid-Life companies (companies which have captured a leadership position in
an established part of the Internet sector) and (3) Adolescent companies (IPO's
and small, growing companies that are experiencing unprecedented valuations and
are expected to achieve leadership in emerging market segments of the Internet
sector). Generally, the Fund will attempt to achieve a balance of approximately
one-third of its assets invested in each of these three tiers of companies;
however, the Fund has the discretion to alter this allocation from time to time
as market conditions may warrant. By diversifying among these three tiers of
companies, the Fund seeks to mitigate the market risks normally associated with
the Internet sector. Nevertheless, all securities of companies in the Internet
sector are subject to the risk factors described below.
The Internet is an emerging global communication, information and
distribution system. The Manager believes that the Internet is the new 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, video, print and photography may also be
represented when the Manager believes that these companies may successfully
integrate existing technology with new emerging technologies. Products and
services identified for investment include, but are not limited to, servers,
routers, search engines, portals, bridge and switches, network applications,
agent software, modems, carriers, firewall and security, e-mail, electronic
commerce, video and publishing.
SELECTION OF STOCKS FOR PURCHASE OR SALE. The Fund Manager emphasizes a
"growth" style of investing. The Fund Manager attempts to select fast-growing
companies at the right prices. For mature and mid-life companies, extensive
research is performed to identify companies based upon their earnings and
price/earnings ratios. For adolescent companies, the Manager evaluates the
company's business plan and ability to generate earnings in a reasonable time
frame and compares the company's ongoing progress to that of other Internet
companies in the same general business. Among all three tiers of companies, the
Manager favors Internet companies with proprietary technology (or other barriers
to entry by competitors), a dominant market share, a relatively liquid trading
market, and/or strong management with a defined commitment to the Internet.
In deciding what stocks to sell, the Manager considers the factors set
forth above as well as other criteria, including (1) excess valuation due to
price appreciation; (2) declining revenues or earnings growth; (3) a change in
key management; (4) a loss of market share; and/or (5) the opportunity to offset
gains for tax advantages.
DEFENSIVE POSITIONS. 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. The taking of such a temporary defensive posture may adversely
affect the ability of the Fund to achieve its investment objective.
PORTFOLIO TURNOVER
The Fund is not restricted with regard to portfolio turnover and will make
changes in its investment portfolio from time to time as business and economic
conditions and market prices may dictate and its investment
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policies may require. A high rate of portfolio turnover in any year will
increase brokerage commissions paid by the Fund, thus reducing the Fund's total
return, and could result in high amounts of realized investment gain subject to
the payment of taxes by shareholders.
MAIN RISKS
GENERAL RISKS. 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's share price may decline and
you could lose money.
STOCK MARKET RISKS. The stock market is subject to significant fluctuations
in value as a result of political, economic and market developments. If the
stock market declines in value, the Fund's share price is likely to decline in
value.
GROWTH STOCK RISKS. There is no assurance that the Fund's "growth" style of
investing will achieve its desired result. In fact, the Fund may decline in
value as a result of emphasizing this style of investing. "Growth" stocks
generally are more expensive relative to their earnings or assets than other
types of stocks. Consequently, these stocks are more volatile than other types
of stocks. In particular, growth stocks are very sensitive to changes in their
earnings. Negative developments in this regard could cause a stock to decline
dramatically, resulting in a decrease in the Fund's share price.
SECTOR RISKS. Because of its narrow sector focus, the Fund's performance is
closely tied to, and affected by, the sector in which it invests. Companies in
the same or similar sectors 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, shares of
the Fund are more volatile than shares of mutual funds which do not have such a
narrow sector focus.
In addition, competitive pressures and changing demand may have a
significant effect on the financial condition of internet and internet-related
companies. Such companies spend heavily on research and development and are
especially sensitive to the risk of product obsolescence due to rapid
technological changes.
SMALLER COMPANY RISKS. 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.
ILLIQUID SECURITIES RISKS. 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
common stocks that are subject to legal or contractual restrictions on resale.
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.
BAR CHART AND PERFORMANCE TABLE
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year over the life of the Fund and by showing how the Fund's average annual
returns for a one year period and the life of the Fund compare to those of a
broad-based securities market index. How the Fund has performed in the past is
not necessarily an indication of how the Fund will perform in the future.
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WWW INTERNET FUND*
1997 1998
---- ----
0.43% 70.58%
*Total return for the nine months ended September 30, 1999 was 48.87%.
During the life of the Fund, the highest return for a quarter was
71.47% (quarter ending December 31, 1998) and the lowest return for a quarter
was -14.97% (quarter ending March 31, 1997).
Average Annual Total Returns Past Life
(for the periods ending December 31, 1998) One Year of Fund*
- ------------------------------------------ -------- --------
WWW INTERNET FUND 70.58% 31.39%
Standard & Poor's 500 Index 28.58% 32.75%
*Since inception date of August 1, 1996.
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Redemption Fee (as a percentage of the amount subject to charge)
(payable only if shares are redeemed within one year of purchase) 1.00%*
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ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees** 1.42%***
Distribution and Service (12b-1) Fees .50%
Other Expenses** 1.73%
Total Annual Fund Operating Expenses** 3.65%
* In addition, a fee of $15.00 is charge for each wire redemption.
** 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 Annual 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. Such waiver was
made for the fiscal year ended June 30, 1999. Figures in the above
table do not take such fee waiver into account. With such waiver, for
such fiscal year, Management Fees were .27%, Distribution (12b-1)
Fees were .50%, Other Expenses were 1.73% and Total Annual Fund
Operating Expenses were 2.50%.
*** 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 monthly performance. See "Management
Services."
EXAMPLE: THIS EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING
IN THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.
THE EXAMPLE ASSUMES THAT YOU INVEST $10,000 IN THE FUND FOR THE TIME
PERIODS INDICATED AND THEN REDEEM ALL OF YOUR SHARES AT THE END OF THOSE
PERIODS. THE EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT HAS A 5% RETURN EACH YEAR
AND THAT THE FUND'S OPERATING EXPENSES REMAIN THE SAME. ALTHOUGH YOUR ACTUAL
COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COSTS WOULD BE:
1 YEAR* 3 YEARS* 5 YEARS* 10 YEARS*
------ -------- ------- ---------
$383 $1,163 $1,962 $4,040
* The above figures do not take into account the management fee waiver
described above. Taking such waiver into account, you would pay the
following expenses: 1 year - $263; 3 years - $806; 5 years - $1,376; and 10
years - $2,924.
WHO MANAGES THE FUND
THE MANAGER. WWW Advisors, Inc. (the "Manager") manages the investments of
the Fund and is responsible for the overall management of the business affairs
of the 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
President of the Manager and owns 76% of its outstanding shares. Since 1991, Mr.
York also has been President of Capital Advisors Group, Inc. a financial
planning and investment advisory firm. Mr. York and these companies provide
investment management advice to individual, business and institutional accounts
having an aggregate value of more than $75 million. Mr. York is lead portfolio
manager of the Fund, responsible for fundamental financial research and stock
selection. Mr. York holds a B.A. degree from Berea College and an M.B.A. degree
from the University of Kentucky.
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Mr. Greene, the Vice President and Treasurer of the Fund, is the Executive
Senior Vice President of the Manager and owns 7% of its outstanding shares.
Since 1997, Mr. Greene has been a Senior Product Manager for NCR Corp., a
manufacturer of retail point-of-sale systems. From 1991 to 1997, he was a
marketing strategist with Lexmark International, Inc., a manufacturer of network
personal computer and office electronics, and previously held marketing and
strategist positions with other computer companies such as Tandy, Computerland
and Texas Instruments. Mr. Greene is a co-portfolio manager of the Fund,
responsible for providing the Fund with technology assessments and for
identifying promising internet technology trends of significance to 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; 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:
PERCENTAGE POINT DIFFERENCE
BETWEEN FUND PERFORMANCE
(NET OF EXPENSES TOTAL
INCLUDING ADVISORY FEES) PERFORMANCE
AND PERCENTAGE CHANGE BASE ADJUSTMENT
IN THE S&P 500 INDEX FEE(%) RATE(%)
- --------------------------------------------------------------------------------
FEE(%)
------
+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 1% 0%
than -2.00 percentage points 1.00%
- -2.00 percentage points or less but more 1% -.10%
than -2.25 percentage points .90%
- -2.25 percentage points or less but more 1% -.20%
than -2.50 percentage points .80%
- -2.50 percentage points or less but more 1% -.30%
than -2.75 percentage points .70%
- -2.75 percentage points or less but more 1% -.40%
than -3.00 percentage points .60%
- -3.00 percentage points or less .50% 1% -.50%
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.
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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.
FEE WAIVER. 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 (but excluding interest, taxes, brokerage fees and commissions
and extraordinary expenses), 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, is subject to year-end adjustment.
In addition, in prior years the Manager voluntarily reimbursed the Fund for
all other operating expenses to the extent that total Fund operating expenses
would have exceeded 2.50%. Due to the growth of the Fund, such reimbursement was
not necessary for the year ended June 30, 1999 and it is not anticipated that it
will be necessary for the current fiscal year. The Manager, in its discretion,
may make such reimbursements in the future if total Fund operating expenses
would otherwise exceed 2.50%. If such reimbursements are made, they may be
discontinued at any time without notice.
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, marketing and distribution assistance. Because these fees
are paid out of the Fund's assets on an ongoing basis, over time these fees will
increase the cost of your investment and may cost you more than paying other
types of sales charges.
HOW TO BUY SHARES
GENERAL. The minimum initial investment is $2,000. 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.
The purchase price of a share of the Fund is the net asset value of a share
(as defined in "Net Asset Value" below).
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 based upon 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.
Shareholders receive a confirmation of their share purchases and quarterly
statements of their accounts.
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 address listed below. If you prefer
overnight delivery, use the overnight address listed below.
U.S. MAIL: WWW Internet Fund OVERNIGHT: WWW Internet Fund
P.O. Box 55089 131 Prosperous Place
Lexington, Kentucky 40555 Suite 17
Lexington, Kentucky
40509-1804
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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:
Firstar Bank, N.A. Cinti/Trust
ABA #0420-0001-3
Attn: WWW Internet Fund
D.D.A. # 485777098
Account Name (write in your account registration name)
For the Account # (write in your 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 purchase by wire:
WWW Internet Fund
c/o American Data Services, Inc.
150 Motor Parkway, Suite 109
Hauppauge, New York 11788
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. The custodian may charge shareholders for the receipt of wired funds.
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 address as set forth above under
"INITIAL PURCHASE--BY MAIL". A bank wire should be sent as set forth above under
"INITIAL PURCHASE--BY WIRE".
PURCHASES THROUGH PROCESSING ORGANIZATIONS. Shares of the Fund may also be
purchased through a "Processing Organization," which is a third-party plan
administrator, 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
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charitable organizations); and other qualified retirement plans. You should
contact the Fund Manager for the procedure to open an IRA or SEP plan. For more
specific information regarding these retirement plan options, consult with your
tax advisor. 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
account unless the fees are paid directly to the IRA custodian (Firstar Bank,
N.A.). You can obtain information about IRA fees charged by the IRA custodian by
calling the Fund Manager at (888) 263-2204.
SYSTEMATIC INVESTMENT PLAN. The Systematic Investment Plan permits
investors to purchase shares of the Fund (minimum initial investment of $1,000
and minimum subsequent investments of $50 per transaction) at regular intervals.
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 or about the twentieth day. Only an account maintained at a domestic
financial institution which is an Automated Clearing House member may be so
designated. Investors desiring to participate in the Systematic Investment Plan
should call the Fund Manager at (888) 263-2204 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. The Fund charges a $5.00
set-up fee for enrolling an investor in the Systematic Investment Plan, which
must be sent to the Fund together with the initial minimum investment. If this
fee is not sent, it may be deducted from the shareholder's account.
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").
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 by the Fund. 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 and you
may be prohibited or restricted from making future purchases in the Fund.
HOW TO SELL 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,
but the Fund may take up to seven days to process redemptions if making sooner
payment would adversely affect the Fund. 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.
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Redemptions may be suspended or payment dates postponed when the New York
Stock Exchange ("NYSE") is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the Securities and
Exchange Commission.
Redemption proceeds may be paid in securities or other assets rather than
in cash if the Board of Trustees determines it is in the best interest of the
Fund.
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 $2,000
or less, for reasons other than market conditions, and remains so during the
notice period.
CONTINGENT REDEMPTION FEE. Except in circumstances described below, a
redemption fee of 1% payable to and retained by the Fund is imposed on any
redemption of shares within one year of the date of purchase. The 1% fee is
imposed on the net asset value of the redeemed shares at the time of purchase.
This fee is designed to offset the market impact and other costs associated with
fluctuations in Fund asset levels and cash flow caused by short-term shareholder
trading.
No redemption fee will be imposed on shares acquired through reinvestment
of dividends or capital gain distributions or on increases in the net asset
value of an investor's shares above the net asset value at the time of purchase.
With respect only to shares purchased before October 31, 1999, 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.
150 Motor Parkway, Suite 109
Hauppauge, New York 11788
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. 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.
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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 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,
the Fund's 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.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund declares and pays any dividends annually to shareholders.
Dividends are paid to all shareholders invested in the Fund on the record date.
The record date is the date on which a shareholder must officially own shares in
order to earn a dividend.
In addition, the Fund pays any capital gains at least annually. Your
dividends and capital gains distributions will be automatically reinvested in
additional shares, unless you elect cash payments when completing the
application at time of purchase.
If you purchase shares just before the Fund declares a dividend or capital
gain distribution, you may receive a taxable distribution (with a corresponding
reduction in the net asset value of your shares), whether or not you reinvest
the distribution in shares. Therefore, you should consider the tax implications
of purchasing shares shortly before the Fund declares a dividend or capital
gain. Contact your investment professional or the Fund for information
concerning when dividends and capital gains will be paid.
The Fund sends an annual statement of your account activity to assist you
in completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.
Fund distributions may be both dividends and capital gains. Generally,
distributions from the Fund are expected to be primarily capital gains
distributions. Redemptions and exchanges are taxable sales. Please consult your
tax adviser regarding your federal, state and local tax liability.
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 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 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
Morningstar, Inc., Lipper Analytical Service, Inc., The Wall Street Journal and
other independent reporting services which monitor the performance of mutual
funds. In calculating the total return of the Fund's shares, these analyses
generally assume investment of all dividends and distributions paid. 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.
-11-
<PAGE>
FOR THE YEAR ENDED JUNE 30, 1999, THE FUND HAD A TOTAL RETURN OF 112%. FOR
THE LIFE OF THE FUND (AUGUST 1, 1996 THROUGH JUNE 30, 1999), THE FUND HAS HAD AN
AVERAGE ANNUAL TOTAL RETURN OF 41.53%.
THE YEAR 2000 PROBLEM
Many computer systems were designed using only two digits to designate
years. These systems may not be able to distinguish the Year 2000 from the Year
1900 (commonly known as the "Year 2000 Problem"). The Fund could be adversely
affected if the computer systems used by the Manager or other Fund service
providers do not properly address this problem before January 1, 2000. The
Manager expects to have fully addressed this problem before then, and does not
anticipate that the services it provides will be adversely affected. The Fund's
other service providers have reported to the Manager that they have addressed
the Year 2000 Problem, and the Manager will continue to monitor the
situation as the Year 2000 approaches. However, if the problem has not been
completely addressed, the Fund could be negatively affected. The Year 2000
Problem could also have a negative impact on the companies in which the Fund
invests, and this could hurt the Fund's investment returns.
GENERAL INFORMATION
The Fund is an open-end diversified portfolio of WWW Trust (the "Trust").
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 WWW
Internet Fund are being offered.
-12-
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Fund's financial performance for the period of the Fund's operations. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). The information with respect to the fiscal years ended June 30,
1999 and June 30, 1998 has been audited by Berge & Company, Ltd., whose report,
along with the Fund's financial statements, are included in the SAI, which is
available upon request.
<TABLE>
<CAPTION>
FISCAL YEAR Fiscal Year Period
ENDED Ended Ended
JUNE 30, 1999 June 30, 1998 June 30, 1997**
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $ 10.95 $ 10.99 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) (0.37) (0.21) (0.16)
Net Gains or Losses on Securities 12.39 1.70 1.36
------- ------- ------
(realized or unrealized)
Total from Investment Operations 12.02 1.49 1.20
------- ------- ------
LESS DISTRIBUTIONS
Distributions (from capital gains) (0.33) (1.53) (0.21)
------- ------- ------
Net Asset Value, End of Period $ 22.64 $ 10.95 $ 10.99
======= ======== =======
Total Return 112.01% 15.96% 13.08%
======= ======== =======
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands) $33,318 $ 2,628 $ 1,472
Ratio of Expenses to Average Net Assets
(before fee waiver and expense reimbursement) 3.65% 5.10% 7.23%*
Ratio of Expenses to Average Net Assets
(after fee waiver and expense reimbursement) 2.50% 2.50% 2.50%*
Ratio of Net Income (Loss) to
Average Net Assets (before fee
waiver and expense reimbursement) (3.07%) (4.47%) (1.62%)*
Ratio of Net Income (Loss) to Average Net Assets
(after fee waiver and expense reimbursement) (1.90%) (1.89%) (0.62%)*
Portfolio Turnover Rate 48.03% 70.52% 109.52%
<FN>
* Annualized
** From inception (August 1, 1996)
</FN>
</TABLE>
Notes to Financial Statements appear in the Fund's
Statement of Additional Information.
-13-
<PAGE>
WWW INTERNET FUND
A Statement of Additional Information (SAI) dated October 31, 1999 is
incorporated by reference into this prospectus. Additional information about the
Fund's investments is available in the Fund's annual and semi-annual reports to
shareholders. The annual report discusses market conditions and investment
strategies that significantly affected the Fund's performance during its last
fiscal year. To obtain the SAI, the annual report, semi-annual report and other
information without charge and to make shareholder inquiries, call the Fund
Manager at 1-888-263-2204.
Information about the Fund (including the SAI) can be reviewed and copied
at the Public Reference Room of the Securities and Exchange Commission in
Washington, D.C. Reports and other information about the Fund are available on
the Commission's Internet site at http://www.sec.gov and copies of this
information may be obtained, upon payment of a duplicating fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009. You can
call 1-800-SEC-0330 for information on the Public Reference Room's operations
and copying charges.
INVESTMENT MANAGER
WWW Advisors, Inc.
131 Prosperous Place, Suite 17
Lexington, KY 40509
SHAREHOLDER SERVICING,
DIVIDEND DISBURSING AND
TRANSFER AGENT
American Data Services, Inc.
150 Motor Parkway, Suite 109
Hauppauge, NY 11788
PORTFOLIO SECURITIES CUSTODIAN
Firstar Bank, N.A.
425 Walnut Street
Cincinnati, OH 45201
EXISTING ACCOUNTS AND REDEMPTIONS ONLY
(888) 999-8331
LITERATURE REQUESTS AND NEW ACCOUNTS
SECURITIES DEALERS AND
FINANCIAL INSTITUTIONS
(888) 263-2204
NASDAQ TRADING SYMBOL: WWIFX
Investment Company Act File No. 811-07585
-14-
<PAGE>
INVESTING IN THE FASTEST
GROWING SEGMENT OF
TECHNOLOGY
WWW.INTERNETFUND.COM
1-(888)263-2204
-15-
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
WWW INTERNET FUND
October 31, 1999
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 October 31,
1999. It should be read in conjunction with the Prospectus, which may be
obtained without charge by calling the Fund Manager at (888) 263-2204.
WWW Advisors, Inc. (the "Manager") is the Fund's investment manager.
TABLE OF CONTENTS
PAGE
Fund History...............................................................2
Investments and Risks......................................................2
Management of the Fund.....................................................7
Ownership of Shares........................................................8
Investment Advisory and Other Services.....................................9
Distribution and Shareholder Servicing Plan................................9
Portfolio Transactions....................................................10
Valuation.................................................................10
Taxation of the Fund......................................................12
Financial Statements......................................................13
<PAGE>
FUND HISTORY
WWW Internet Fund (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 on April 23, 1996.
INVESTMENTS AND RISKS
CLASSIFICATION
The Trust is a diversified, open-end management investment company.
INVESTMENT STRATEGIES AND RISKS
The Fund has an investment objective of obtaining long-term growth through
capital appreciation. The principal investment strategies used by the Fund to
pursue this objective, together with the principal risks of investing in the
Fund, are described in the Prospectus under the heading "Risk/Return Summary."
Described below are (i) certain other investment strategies (including
strategies to invest in particular types of securities) which are not principal
strategies and (ii) the risks of those strategies:
OPTIONS
The Fund may write (sell) "covered" put and call options and buy put and
call options, including securities index options. A call option is a contract
that gives to the holder the right to buy a specified amount of the underlying
security at a fixed or determinable price (called the exercise or strike price)
upon exercise of the option. A put option is a contract that gives the holder
the right to sell a specified amount of the underlying security at a fixed or
determinable price upon exercise of the option. In the case of index options,
exercises are settled through the payment of cash rather than the delivery of
property. A call option is covered if, for example, the Fund owns the underlying
security covered by the call or, in the case of a call option on an index, holds
securities the price changes of which are expected to substantially correlate
with the movement of the index. A put option is covered if, for example, the
Fund segregates cash or liquid securities with a value equal to the exercise
price of the put option.
The Fund may write call options on securities or securities indexes for the
purpose of providing a partial hedge against a decline in the value of its
portfolio securities. The Fund may write put options on securities or securities
indexes in order to earn additional income or (in the case of put options
written on individual securities) to purchase the underlying security at a price
below the current market price. If the Fund writes an option which expires
unexercised or is closed out by the Fund at a profit, it will retain all or part
of the premium received for the option, which will increase its gross income. If
the price of the underlying security moves adversely to the Fund's position, the
option may be exercised and the Fund will be required to sell or purchase the
underlying security at a disadvantageous price, or, in the case of index
options, deliver an amount of cash, which loss may only be partially offset by
the amount of premium received.
The Fund may also purchase put or call options on securities and securities
indexes in order to hedge against changes in interest rates or stock prices
which may adversely affect the prices of securities that the Fund wants to
purchase at a later date, to hedge its existing investments against a decline in
value, or to attempt to reduce the risk of missing a market or industry segment
advance or decline. In the event that the expected changes in interest rates or
stock prices occur, the Fund may be able to offset the resulting adverse effect
on the Fund by exercising or selling the options purchased. The premium paid for
a put or call option plus any transaction costs will reduce the benefit, if any,
realized by the Fund upon exercise or liquidation of the option. Unless the
price of the underlying security or level of the securities index changes by an
amount in excess of the premium paid, the option may expire without value to the
Fund.
The Fund may also purchase and write options in combination with each other
to adjust the risk and return characteristics of certain portfolio security
positions. This technique is commonly referred to as a "collar."
Options purchased or written by the Fund may be traded on the national
securities exchanges or negotiated with a dealer. Options traded in the
over-the-counter market may not be as actively traded as those on an exchange,
so it may be more difficult to value such options. In addition, it may be
difficult to enter into closing transactions with respect to such options. Such
options and the securities used as "cover" for such options, unless otherwise
indicated, would be considered illiquid securities.
In instances in which the Fund has entered into agreements with primary
dealers with respect to the over-the-counter options it has written, and such
agreements would enable the Fund to have an absolute right to repurchase at a
pre-established formula price the over-the-counter option written by it, the
Fund would treat as illiquid only securities equal in amount to the formula
price described above less the amount by which the option is "in-the-money,"
i.e., the price of the option exceeds the exercise price.
-2-
<PAGE>
Options are subject to certain risks, including the risk of imperfect
correlation between the option and the Fund's other investments and the risk
that there may not be a liquid secondary market for the option when the Fund
seeks to hedge against adverse market movements. This may cause the Fund to lose
the entire premium on purchased options or reduce its ability to effect closing
transactions at favorable prices.
The Fund will not write options if, immediately after such sale, the
aggregate value of the securities or obligations underlying the outstanding
options exceeds 50% of the Fund's total assets. The Fund will not purchase
options if, at the time of the investment, the aggregate premiums paid for
outstanding options will exceed 20% of the Fund's total assets.
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. Within
such limitation, when the Manager believes that securities prices are depressed
and may increase in value, the Fund may borrow money from banks for the purpose
of increasing the amount of its portfolio investments above 100% of the Fund's
net assets and may pledge portfolio securities as collateral for such
borrowings. The "leverage" created by such borrowing will increase the
volatility of the price of the Fund's shares by magnifying losses when the
Fund's portfolio decreases in value and magnifying gains when the portfolio
increases in value.
PREFERRED STOCK
The Fund may invest in preferred stocks of companies in the industries
described in the Prospectus. The 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.
CONVERTIBLE SECURITIES
The Fund may invest in convertible securities of companies in the
industries described in the Prospectus. Convertible securities are fixed-income
securities that may be converted at either a stated price or stated rate into
underlying shares of common stock. Convertible securities have general
characteristics similar to both fixed-income and equity securities. Although to
a lesser extent than with fixed-income securities generally, the market value of
convertible securities tends to decline as interest rates increase and,
conversely, tends to increase as interest rates decline. In addition, because of
the conversion feature, the market value of convertible securities tends to vary
with fluctuations in the market value of the underlying common stock, and,
therefore, also will react to variations in the general market for equity
securities. A unique feature of convertible securities is that as the market
price of the underlying common stock declines, convertible securities tend to
trade increasingly on a yield basis, and so may not experience market value
declines to the same extent as the underlying common stock. When the market
price of the underlying common stock increases, the prices of the convertible
securities tend to rise as a reflection of the value of the underlying common
stock. While no securities investments are without risk, investments in
convertible securities generally entail less risk than investments in common
stock of the same issuer.
As fixed-income securities, convertible securities are investments that
provide for a stable stream of income with generally higher yields than common
stocks. Of course, like all fixed-income securities, there can be no assurance
of current income because the issuers of the convertible securities may default
on their obligations. Convertible securities, however, generally offer lower
interest or dividend yields than non-convertible securities of similar quality
because of the potential for capital appreciation. A convertible security, in
addition to providing fixed income, offers the potential for capital
appreciation through the conversion feature, which enables the holder to benefit
from increases in the market price of the underlying common stock. There can be
no assurance of capital appreciation, however, because securities prices
fluctuate.
-3-
<PAGE>
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 in the Prospectus under
"Risk/Return Summary," 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 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.
-4-
<PAGE>
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.
SHORT SALES
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 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 anticipates that the frequency of short sales will vary
substantially in different periods, and it does not intend that any specified
portion of its assets, as a matter of practice, will be invested in short sales.
However, no securities will be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed 20%
of the value of the Fund's net assets. The Fund may not sell short the
securities of any single issuer listed on a national securities exchange to the
extent of more than 5% of the value of its net assets. The Fund may not sell
short the securities of any class of an issuer to the extent, at the time of the
transaction, of more than 2% of the outstanding securities of that class.
FUND POLICIES
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-
<PAGE>
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.
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.
-6-
<PAGE>
MANAGEMENT OF THE FUND
The Board of Trustees provides broad supervision over the affairs of the
Fund. 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* (48) Trustee, Chairman of the Board and President of the Trust;
131 Prosperous Place, Suite 17 President, Capital Advisors Group, Inc. (financial planning and
Lexington, Kentucky 40509 investment advisory firm); President, WWW Advisors, Inc.
(investment advisor); Director, Guthrie York & Co., Inc.
(financial services); Director, Visual Net, Inc. (developmental
internet software); President and licensed sales representative,
Interactive Planning Corp. (broker-dealer) since January 1, 1999;
licensed sales representative, B.D. Holdings, Inc. (broker-dealer)
(September-December 1998); President (until June 1997) and
licensed sales representative (until August 1998) of RH York &
Company, Inc. (broker-dealer).
James D. Greene* (42) Trustee, Vice President and Treasurer of the Trust; Senior Product
312 Breezewood Court Manager, NCR Corp. (manufacturer of retail point-of-sale
Suwanee, Georgia 30024 systems) (1997 to present); Executive Senior Vice President of
WWW Advisors, Inc. (investment advisor); formerly Marketing
Strategist, Lexmark International, Inc. (manufacturer of network
personal computer and office electronics) (1991-1997).
Charles F. Haywood (72) Trustee of the Trust; National City Bank Professor of Finance,
348 Business & Economics University of Kentucky; Member, Board of Directors, The Pittston
University of Kentucky Company.
Lexington, Kentucky 40506
Robert C. Thurmond (48) Trustee of the Trust; Director, Telecommunications Research
Quality Communications, Inc. Center, University of Louisville, until 1997; Manager, Knowledge
9931 Corporate Campus Drive Creation Group, Quality Communications, Inc. since 1998.
Suite 1000
Louisville, KY 40223
Diane Snapp (36) Secretary of the Trust; Secretary of Interactive Planning Corp.
131 Prosperous Place, Suite 17 since 1999; Operations Administrator, Capital Advisors Group,
Lexington, Kentucky 40509 Inc. (administrative and accounting services) since 1996;
previously, Office Manager, Harrison Tobacco Warehouse.
</TABLE>
For so long as the Plan described in the section captioned "Distribution
and Shareholder Servicing Plan" remains in effect, the Trust's Trustees who are
not "interested persons" of the Fund, as defined in the 1940 Act, will be
selected and nominated by the Trustees who are not "interested persons" of the
Trust.
No meetings of shareholders of the Trust will be held for the purpose of
electing Trustees unless and until such time as less than a majority of the
Trustees holding office have been elected by shareholders, at which time the
Trustees then in office will call a shareholders' meeting for the election of
Trustees. Under the 1940 Act, shareholders of record of not less than two-thirds
of the outstanding shares of the Trust may remove a Trustee through a
declaration in writing or by vote cast in person or by proxy at a meeting called
for that purpose. Under the Trust's Declaration of Trust, the Trustees are
required to call a meeting of shareholders for the purpose of voting upon the
question of removal of any such Trustee when required in writing to do so by the
shareholders of record of not less than 10% of the Trust's outstanding shares.
-7-
<PAGE>
<TABLE>
<CAPTION>
COMPENSATION TABLE
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM
BENEFITS ESTIMATED TRUST
ACCRUED ANNUAL (THE TRUST
AGGREGATE AS PART BENEFITS IS NOT
NAME OF PERSON, COMPENSATION OF TRUST UPON IN A FUND
POSITION FROM TRUST EXPENSES 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
Charles F. Haywood, Trustee 4,000* 0 0 4,000*
Robert C. Thurmond, Trustee 4,000* 0 0 4,000*
<FN>
* Payments for the fiscal year ended June 30, 1999.
</FN>
</TABLE>
The Trust does not compensate its officers. The Trust pays each Trustee who
is not an officer or employee of the Manager a fee of $1,000 per quarter and
reimbursement for travel and out-of-pocket expenses.
OWNERSHIP OF SHARES
The only persons known by the Fund to be holder of record or beneficially
of 5% or more of the Fund as of August 13, 1999 are as follows:
PERCENTAGE
NAME AND ADDRESS HELD
---------------- ----
National Investor Services Corp.* 16.6%
55 Water Street 32nd Floor
New York, NY 10041
Donaldson Lufkin Jenrette* 10%
Mutual Fund Trading
P.O. Box 2052
Jersey City, NJ 07303
* Shares held in "street name" for benefit of others.
As of August 13, 1999, all officers and Trustees as a group beneficially
owned less than 1% of the outstanding shares of the Fund.
-8-
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED "WHO MANAGES THE FUND."
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.
All expenses incurred in the operation of the Fund will be borne by the
Fund, except to the extent specifically assumed by the Manager. The expenses to
be borne by the Fund will include: organizational costs, taxes, interest,
brokerage fees and commissions, fees of board members who are not officers,
directors or employees of the Manager or its affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory, administrative and
fund accounting fees, charges of custodians, transfer and dividend disbursing
agents' fees, insurance premiums, industry association fees, outside auditing
and legal expenses, costs of maintaining the Fund's existence, costs of
independent pricing services, costs attributable to investor services
(including, without limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, costs of preparing and printing prospectuses
and statements of additional information, amounts payable under the Fund's
Distribution and Shareholder Servicing Plan and any extraordinary expenses.
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, voted to continue the
Agreement at a meeting held on August 16, 1999. 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).
After giving effect to the management fee waiver arrangement described in
the Prospectus under "Who Manages the Fund--Fee Waiver," management fees paid to
the Manager were $31,223 for the fiscal year ended June 30, 1999, $0 for the
fiscal year ended June 30, 1998 and $0 for the fiscal year ended June 30, 1997.
The Fund is a party to a Fund Accounting Service Agreement and a Transfer
Agency Agreement with American Data Services, Inc. ("ADS"). Under these
agreements, ADS has agreed to provide the following services for the Fund: (a)
timely calculate and transmit the Fund's daily net asset value, (b) maintain and
keep current certain books and records (including shareholder accounts) of the
Fund, and (c) provide the Fund and the Manager with daily portfolio valuation,
net asset value calculation and other standard operational reports as requested
from time to time. In consideration for these services, the Fund has paid to ADS
$65,000 for the fiscal year ended June 30, 1999, $36,528 for the fiscal year
ended June 30, 1998 and $36,759 for the period ended June 30, 1997.
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.
Under 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 distributions 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. The plan is a "compensation" plan;
that is, the fees paid to the Manager under the Plan 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.
-9-
<PAGE>
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. Continuation of the Plan was approved by the
Trustees, on August 16, 1999. 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). During the year ended June 30, 1999, $60,722 (.5% of
average net assets) was paid by the Fund pursuant to the Plan. During such
fiscal year, the following amounts were expended by the Manager: $485 for
advertising, $4,530 for compensation to broker-dealers, and $26 for printing and
mailing prospectuses to other from current stockholders. During the fiscal year
ended June 30, 1998, $15,319 was expended by the Manager although the Fund paid
the Manager only $12,228 pursuant to the Plan. During the fiscal year ended June
30, 1997, $47,474 was expended by the Manager although the Fund paid the Manager
only $6,489 pursuant to the Plan.
PORTFOLIO TRANSACTIONS
The Management Agreement recognizes that in the purchase and sale of
portfolio securities the Manager will seek the most favorable price and
execution, and, consistent with that policy, may give consideration to the
research, statistical and other services furnished by brokers or dealers to the
Manager for their use, as well as to the general attitude toward and support of
investment companies demonstrated by such brokers or dealers. Such services
include supplemental investment research, analysis and reports concerning
issuers, industries and securities deemed by the Manager to be beneficial to the
Fund. In addition, the Manager is authorized to place orders with brokers who
provide supplemental investment and market research and statistical and economic
analysis although the use of such brokers may result in a higher brokerage
charge to the Fund than the use of brokers selected solely on the basis of
seeking the most favorable price and execution and although such research and
analysis may be useful to the Manager in connection with its services to clients
other than the Fund.
In over-the-counter markets, the Fund deals with primary market makers
unless a more favorable execution or price is believed to be obtainable. The
Fund may buy securities from or sell securities to dealers acting as principal,
except dealers with which its directors and/or officers are affiliated.
Consistent with these considerations, the Manager may consider sales of
shares of the Fund as a factor in the selection of brokers or dealers to execute
portfolio transactions for the Fund.
During the fiscal years ended June 30, 1999, 1998 and 1997, the Fund paid
brokerage commissions in the aggregate amounts of $5,704, $2,103 and $4,354,
respectively. Of these amounts, (1) $22, $1,833 and $4,287, respectively, was
paid to R.H. York & Company, Inc. (2) $4,511, $0 and $0, respectively, was paid
to Interactive Planning Corp and (3) $1,231, $0 and $0, respectively, was paid
to B.D. Holdings, Inc. Lawrence S. York, Chairman of the Fund, has been
President and licenses sales representative of Interactive Planning Corp. since
January 1, 1999, was President (until June 1997) and licensed sales
representative (until August 1998) of R.H. York & Company, Inc. and was a
licensed sales representative at B D. Holdings, Inc. from September through
December, 1998. During the fiscal year ended June 30, 1999, the percentage of
the Fund's aggregate brokerage commissions paid to R.H. York & Company, Inc.,
Interactive Planning Corp. and B.D. Holdings, Inc. was .38%, 78% and 21%,
respectively, and the percentage of the Fund's aggregate dollar amount of
transactions involving payment of commissions effected through R.H. York &
Company, Inc., Interactive Planning Corp. and B.D. Holdings, Inc. was .64%, 77%
and 22%, respectively.
-10-
<PAGE>
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.
-11-
<PAGE>
TAXATION OF THE FUND
The Fund intends to qualify each year as a "regulated investment company"
under the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended. Qualification as a regulated investment company will result in the
Fund's paying no taxes on net income and net realized capital gains distributed
to shareholders. If these requirements are not met, the Fund will not receive
special tax treatment and will pay federal income tax, thus reducing the total
return of the Fund.
Statements as to the tax status of each shareholder's dividends and
distributions will be mailed annually by the Fund's transfer agent. Shareholders
are urged to consult their own tax advisors regarding specific questions as to
Federal, state or local taxes.
-12-
<PAGE>
INDEPENDENT AUDITORS REPORT
To the Shareholders and
Board of Trustees
WWW Trust
We have audited the accompanying statement of assets and liabilities of the WWW
Trust, an Ohio business trust, (comprising the WWW Internet Fund) including the
schedule of investments in securities as of June 30, 1999, the related statement
of operations for the year then ended, the statements of changes in net assets
and financial highlights for each of the two years in the period then ended.
These financial statements and financial highlights are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits. The financial
highlights for the period from inception (August 1, 1996) through June 30, 1997
were audited by other auditors whose report dated July 22, 1997, expressed an
unqualified opinion on those financial highlights.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1999, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
WWW Trust as of June 30, 1999, the results of its operations for the year then
ended, the changes in its net assets and financial highlights for each of the
two years in the period then ended in conformity with generally accepted
accounting principles.
Berge & Company LTD
Cincinnati, Ohio
July 28, 1999
-13-
<PAGE>
WWW TRUST
WWW INTERNET FUND
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Investments in securities, at value $ 32,228,616
Cash at custodian bank 1,000,000
Receivable for fund shares sold 162,892
Dividends and interest receivable 3,453
Due from advisor 148,710
Service deposit 5,000
Deferred organizational costs 14,117
------------
Total assets 33,562,788
LIABILITIES
Payables for fund shares redeemed 49,622
Accrued fees payable to investment advisor 174,200
Other accrued expenses 20,679
------------
Total liabilities 244,501
------------
NET ASSETS $ 33,318,287
============
NET ASSETS CONSIST OF
Capital shares $ 27,522,386
Accumulated net investment loss (232,807)
Accumulated net realized gains from investment transactions 28,467
Net unrealized appreciation on investments 6,000,241
------------
NET ASSETS $ 33,318,287
============
Net asset value, offering price and redemption price per share $ 22.64
============
Fund shares outstanding 1,471,530
============
</TABLE>
See accompanying notes to financial statements.
-14-
<PAGE>
WWW TRUST
WWW INTERNET FUND
SCHEDULE OF INVESTMENTS IN SECURITIES
June 30, 1999
<TABLE>
<CAPTION>
COMMON STOCKS 95.79%
SHARES VALUE
------ -----
Broadcast & Information Resources: 10.59%
<S> <C> <C>
ACTV Inc* 30,000 $ 416,250
AT&T Corp.-Liberty Media Group CL A* 11,500 422,625
CNET Inc* 15,000 864,375
Data Broadcasting Corp* 9,000 95,062
EchoStar Communications Corp* 6,000 920,625
Healtheon Corp* 9,000 693,000
----------
3,411,937
Computers & Computer Peripherals: 5.03%
Compaq Computer Corp 12,000 284,250
Creative Technology Ltd 22,000 295,625
Dell Computer Corp* 4,000 148,000
Sun Microsystems Inc* 12,000 826,500
Tech Squared Inc* 15,000 66,562
----------
1,620,937
Electronic Commerce: 10.44%
ProxyMed Inc* 16,500 262,969
BroadVision Inc* 8,000 590,000
DoubleClick Inc* 9,000 825,750
Edify Corp* 4,500 60,187
Harbinger Corp* 16,500 206,250
NetGravity Inc* 10,000 227,500
Open Market Inc* 11,000 156,062
Verisign Inc* 12,000 1,035,000
----------
3,363,718
See accompanying notes to financial statements.
-15-
<PAGE>
WWW TRUST
WWW INTERNET FUND
SCHEDULE OF INVESTMENTS IN SECURITIES
June 30, 1999
SHARES VALUE
------ -----
Enterprise Software: 7.86%
Compuware Corp* 12,000 $ 381,750
HNC Software Inc* 12,000 369,750
J.D. Edwards & Co* 15,000 277,500
Microsoft Corp* 10,000 901,875
Novell Inc* 3,000 79,500
Peoplesoft Inc* 22,000 379,500
VERITAS Software Corp* 1,500 142,406
----------
2,532,281
Financial Services: 10.24%
Checkfree Holdings Corp* 4,000 110,250
First Sierra Financial Inc* 5,000 125,000
London Pacific Group Ltd, ADR 18,000 414,000
Security First Technologies Corp* 26,000 1,173,250
Wit Capital Group Inc* 20,000 680,000
E*Trade Group Inc* 20,000 798,750
----------
3,301,250
Firewall & Internet Security: 4.87%
Check Point Software Technologies Ltd* 10,000 536,250
Entrust Technologies Inc* 12,000 399,000
ISS Group Inc* 15,000 566,250
Pilot Network Services Inc* 7,000 68,687
----------
1,570,187
Internet Tools: 7.73%
Critical Path Inc* 6,200 342,938
Inktomi Corp* 6,000 783,375
INSO Corp* 6,000 32,250
Spyglass Inc* 10,000 201,250
Symantec Corp* 10,000 255,000
Vignette Corp* 10,000 750,000
Prosoft Training.com* 50,800 127,200
----------
2,492,013
See accompanying notes to financial statements.
-16-
<PAGE>
WWW TRUST
WWW INTERNET FUND
SCHEDULE OF INVESTMENTS IN SECURITIES
June 30, 1999
SHARES VALUE
------ -----
Internet Venture Capital: 3.80%
CMGI Inc* 8,000 $ 912,500
Rare Medium Group Inc* 25,000 310,938
----------
1,223,438
ISP/Hosting Service: 10.23%
America Online Inc* 3,000 331,500
Earthlink Network Inc* 5,000 307,188
Exodus Communications Inc* 9,000 1,079,438
InfoSpace.com Inc* 10,000 470,000
PSINet Inc* 5,000 218,750
TownPagesNet.com ADR* 50,000 350,000
Verio Inc* 4,000 278,000
VerticalNet Inc* 2,500 262,188
----------
3,297,064
Multimedia: 5.20%
CBS Corporation 7,500 325,781
Time Warner Inc 8,000 588,000
USA Networks Inc* 19,000 762,375
----------
1,676,156
On-Line Retailing: 3.36%
800 Travel Systems Inc* 17,000 68,000
Audio Book Club Inc* 11,000 143,000
Egghead.com Inc* 5,000 55,937
Launch Media Inc* 15,000 268,125
Preview Travel Inc* 25,000 548,438
----------
1,083,500
Semiconductors & Equipment Makers: 4.48%
Broadcom Corp CL A* 2,200 318,038
Dallas Semiconductor Corp 10,000 505,000
Intel Corp 8,000 476,000
Texas Instruments Inc 1,000 145,000
----------
1,444,038
</TABLE>
See accompanying notes to financial statements.
-17-
<PAGE>
WWW TRUST
WWW INTERNET FUND
SCHEDULE OF INVESTMENTS IN SECURITIES
June 30, 1999
<TABLE>
<CAPTION>
SHARES/FACE
AMOUNT VALUE
------ -----
Telecom Services: 5.95%
<S> <C> <C>
IXC Communications Inc* 5,000 $ 196,563
Inet Technologies Inc* 10,000 240,000
Intermedia Communications Inc* 9,000 270,000
Qwest Communications International Inc* 14,000 462,875
Teligent Inc CL A* 2,000 119,625
USA Talks.com Inc*(1) 320,000 360,000
Winstar Communications Inc* 5,500 268,124
-----------
1,917,187
Telecommunication Equipment: 3.12%
CIENA Corp* 15,000 452,813
Com21 Inc* 18,000 307,125
General Instrument Corp* 2,000 85,000
Lucent Technologies Inc 2,400 161,850
-----------
1,006,788
Web Development: 2.89%
Scient Corp* 6,500 309,156
Silknet Software Inc* 11,500 465,750
USWEB Corp* 7,000 155,312
-----------
930,218
-----------
Total Common Stock (Cost: $24,926,722) 30,870,712
CONVERTIBLE NOTE: 0.48%
Prosoft Training.com
Convertible Note,13.00%,
11/30/2003 $ 100,000 156,250
(Cost $100,000)
MONEY MARKET FUND: 3.73%
Firstar Bank Treasury Fund $ 1,201,654 1,201,654
-----------
(Cost $1,201,654)
Total Investments In Securities 100%
(Cost $26,228,376) $32,228,616
===========
*Non-dividend paying securities.
(1)Restricted securities.
</TABLE>
See accompanying notes to financial statements.
-18-
<PAGE>
WWW TRUST
WWW INTERNET FUND
STATEMENT OF OPERATIONS
Year Ended June 30, 1999
<TABLE>
<CAPTION>
INVESTMENT INCOME
<S> <C>
Dividends $ 4,519
Interest 66,283
-----------
Total Investment Income 70,802
EXPENSES
Investment advisory fee 174,200
Administration fee 65,000
Custody fee 21,539
Professional fees 16,747
Distribution fee 60,722
Printing 42,558
Registration fees 19,033
Trustee fee 8,000
Amortization of organization expenses 11,262
Fulfillment expense 21,944
Other 5,581
-----------
Total expenses 446,586
Less: Expense reimbursement (142,977)
-----------
Net expenses 303,609
-----------
NET INVESTMENT LOSS (232,807)
REALIZED AND UNREALIZED GAINS (LOSSES)
ON INVESTMENTS
Net realized gain from investment transactions 29,950
Net change in unrealized appreciation of investments 5,941,215
-----------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS 5,971,165
-----------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 5,738,358
===========
</TABLE>
See accompanying notes to financial statements.
-19-
<PAGE>
WWW TRUST
WWW INTERNET FUND
STATEMENTS OF CHANGES IN NET ASSETS
Years ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
FROM OPERATIONS:
<S> <C> <C>
Net investment loss $ (232,807) $ (46,174)
Net realized gain from investment transactions 29,950 224,862
Net changed in unrealized appreciation of investments 5,941,215 191,091
------------ ------------
Net increase in net assets from operations 5,738,358 369,779
DISTRIBUTIONS TO SHAREHOLDERS:
from net capital gains on investments (112,653) (306,145)
CAPITAL SHARE TRANSACTIONS:
Net increase from capital share transactions 25,064,257 633,329
------------ ------------
NET INCREASE IN NET ASSETS 30,689,962 696,963
NET ASSETS
Beginning of year 2,628,325 1,931,362
------------ ------------
End of year $ 33,318,287 $ 2,628,325
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
WWW TRUST
WWW INTERNET FUND
FINANCIAL HIGHLIGHTS
(For a fund share outstanding throughout the years ended June 30, 1999 and 1998
and for the period from inception (August 1, 1996) through June 30, 1997)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net asset value, beginning of period $ 10.95 $ 10.99 $ 10.00
Income from investment operations
Net investment loss (0.37) (0.21) (0.16)
Net realized and unrealized gain on
investments 12.39 1.70 1.36
----------- ---------- ---------
Total from investment operations 12.02 1.49 1.20
----------- ---------- ---------
Less distributions from realized gains from
security transactions (0.33) (1.53) (0.21)
----------- ---------- ---------
Net asset value, end of period $ 22.64 $ 10.95 $ 10.99
========== ========= =========
Total return 112.01% 15.96% 13.08%
========== ========= =========
Ratios/supplemental data
Net assets end of period (in thousands) $ 33,318 $ 2,628 $ 1,472
Ratio of expenses to average net assets
before expense reimbursement 3.65% 5.10% 7.23%*
Ratio of expenses to average net assets
after expense reimbursement 2.50% 2.50% 2.50%
Ratio of net investment (loss to average net
assets) (3.07%) (4.47%) (1.62%)*
Ratio of net investment (loss) to average
net assets net of reimbursement (1.90%) (1.89%) (0.62%)*
Portfolio turnover rate 48.03% 70.52% 109.52%
<FN>
* Annualized
</FN>
</TABLE>
See accompanying notes to financial statements.
-20-
<PAGE>
WWW TRUST
WWW INTERNET FUND
FINANCIAL HIGHLIGHTS
1. Significant accounting policies and organization
The WWW Trust (comprising the WWW Internet Fund) (the "Fund") was organized
as an Ohio business trust, on April 23, 1996, and commenced operations on
August 1, 1996. The Trust is registered under the Investment Company Act of
1940 (1940 Act), 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. The Trust was
formed to achieve the investment objective of long term growth through
capital appreciation by investing primarily 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 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 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.
Organization expenses - During its organization and initial registration
with the Securities and Exchange Commission (the "SEC"), the Fund incurred
organization expenses of $65,993. The fund has elected to defer these
expenses and amortize them on a straight-line basis over a 60 month period
beginning with the Funds' commencement of operations. For the year ended
June 30, 1999, $11,262 was amortized.
Investments - 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.
2. Investment advisory 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 it is 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,
-21-
<PAGE>
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 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 normally exceed the amount of
fees received by the Manager under the Management Agreement for such fiscal
year. For the year ended June 30, 1999, the manager has reimbursed all
expenses in excess of 2.50%. 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.
3. 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 its entirety by the
Manager to make payments for administration, shareholder services and
distribution assistance, including, but not limiting to (1) 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, (2) compensation to
Service Organizations for providing administration, accounting and other
shareholder services with respect to Fund shareholders, and (3) 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 that may be received by them from the Manager under the Plan.
For the year ended June 30, 1999, the amount paid or accrued for such
expenses was $60,722.
4. Capital share transactions
As of June 30, 1999 there was an unlimited number of $.001 par value shares
of capital shares authorized for the Fund. Capital share transactions for
1999 and 1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
---------------------------------------------
SHARES AMOUNT SHARES AMOUNT
------ ------ ------ ------
<S> <C> <C> <C> <C>
Shares Sold 1920436 $38,668,211 132448 $1,490,785
Shares issued by reinvestment of
dividends 7579 98532 32578 303629
Shares redeemed
(net of redemption fees) (696500) (13702486) (100817) (1161085)
------- ----------- ------- -----------
Net increase 1231515 $25,064,257 64209 $ 633,329
======= =========== ======= ===========
</TABLE>
5. Investments
For the year ended June 30, 1999, purchases and sales of investment
securities, other than short-term investments, aggregated $27,706,685 and
$5,280,153 respectively. The gross unrealized appreciation for all
securities totaled $7,652,761 and the gross unrealized depreciation for
all securities totaled $1,652,520 for a net unrealized appreciation of
$6,000,241. The aggregate cost of securities for federal income tax
purposes at June 30, 1999 was $26,228,376.
-22-
<PAGE>
6. Related party transactions
Certain owners of WWW Advisors, Inc. are also Owners and/or Trustees of the
Fund. These individuals may receive benefits from any Management fee paid
to the Advisor.
7. Distributions
For the year ended June 30, 1999, Distributions of $0.04 aggregating
$13,715 and $0.29 aggregating $98,938 were made from Short Term Capital
Gains and Long Term Capital Gains respectively.
8. Restricted securities
Investments in restricted securities and securities for which no quoted
market exists are valued at fair value as determined in good faith by the
Board of Trustees.
The investment in 320,000 shares of USA Talks.com Inc. common stock, the
sale of which is restricted, has been valued by the Board of Trustees at
$1.125 per share after considering certain pertinent factors, including the
current market price of this company's unrestricted common stock. The
Fund's valuation of its restricted shares of USA Talks.com Inc. is 75% of
the current market price of unrestricted common stock of this Company at
June 30, 1999. It is possible that this estimated value may differ
significantly from the amount that might ultimately be realized in the near
term.
