Exhibit 15(f)
CODE OF ETHICS
WWW TRUST
WWW ADVISORS, INC.
and AFFILIATE
I. INTRODUCTION
A. FIDUCIARY DUTY. This Code of Ethics ("Code") has been adopted by WWW
Trust, an Ohio Business Trust ("Trust"), WWW Advisors, Inc., a Kentucky
corporation, and its affiliate company, Capital Advisors Group, Inc., a Kentucky
corporation ("Affiliate"), (hereinafter sometimes referred to collectively as
the "Subject Entities"), in compliance with Rule 17j-1 under the Investment
Company Act of 1940, as amended. Capitalized terms used in this Code are defined
in Appendix 1 to this Code. All Appendices referred to herein are attached
hereto and are made a part of this Code.
This Code is based on the principle that the trustees, officers, and
employees of the Trust, WWW Advisors, Inc., or the Affiliate have a fiduciary
duty to place the interests of their Advisory Clients ahead of their own
personal interests and to treat all Advisory Clients equally regardless of
affiliation. The Code applies to all Access Persons and focuses principally on
pre-clearance and reporting of personal transactions in securities. Access
Persons must avoid activities, interests and relationships that might create
conflicts-of-interest or interfere with making decisions in the best interests
of the Advisory Clients.
As Fiduciaries, Access Persons must at all times:
1. PLACE THE INTERESTS OF THE ADVISORY CLIENTS FIRST. Access Persons
must scrupulously avoid serving their own personal interests ahead of the
interests of the Advisory Clients. An Access Person may not induce or cause an
Advisory Client to take action, or not to take action, for personal benefit,
rather than for the benefit of the Advisory Client. For example, an Access
Person would violate this Code by causing an Advisory Client to purchase a
Security he or she owned for the purpose of increasing the price of that
Security.
2. AVOID TAKING INAPPROPRIATE ADVANTAGE OF THEIR POSITIONS. Access
Persons may not, for example, use their knowledge of portfolio transactions to
profit by the market effect of such transactions. Receipt of investment
opportunities, prerequisites, or gifts from persons seeking business with the
Subject Entities could call into question the exercise of an Access Person's
independent judgment.
3. CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS IN FULL COMPLIANCE WITH
THIS CODE INCLUDING THE REPORTING REQUIREMENTS. Doubtful situations should be
resolved in favor of the Advisory Clients. Technical compliance with the Code's
procedures will not automatically insulate from scrutiny any trades that
indicate an abuse of fiduciary duties.
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B. APPENDICES TO THE CODE. The appendices to this Code are attached to
and are a part of the Code. The appendices include the following:
1. DEFINITIONS (Appendix 1)
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2. CONTACT PERSONS (Appendix 2)
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3. ACKNOWLEDGEMENT OF RECEIPT OF CODE OF ETHICS (Appendix 3)
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4. ANNUAL CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
(Appendix 4)
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5. TRADE PRE-CLEARANCE REQUEST FORM (Appendix 5)
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6. FORM LETTER TO BROKER, DEALER OR BANK (Appendix 6)
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7. GIFT AND ENTERTAINMENT MASTER LOG (Appendix 7)
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8. INITIAL HOLDINGS AND ACCOUNTS REPORT (Appendix 8)
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9. QUARTERLY TRANSACTIONS AND HOLDINGS REPORT (Appendix 9)
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10. ANNUAL TRANSACTIONS AND HOLDINGS REPORT (Appendix 10)
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11. INITIAL PUBLIC OFFERING/PRIVATE PLACEMENT CLEARANCE FORM
(Appendix 11)
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12. WATCH LISTS (Appendix 12)
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C. EXCEPTIONS TO THE CODE FOR INDEPENDENT FUND TRUSTEES.
Notwithstanding the definition of Access Persons, the following provisions do
NOT apply to Independent Fund Trustees and their Immediate Families except that
they must comply with Section III B.
1. Personal Securities Transactions (Section II)
2. Initial, Quarterly and Annual Holdings Reporting Requirements
(Section III.A)
3. Receipt and Giving of Gifts (Section IV.B)
4. Restrictions on Service as a Director of a Publicly Traded Company
(Section IV.E)
II. PERSONAL SECURITIES TRANSACTIONS
A. TRADE PRE-CLEARANCE REQUIREMENTS.
1. General Requirement. All Securities Transactions in an Access
Person's Account or Related Account must be Pre-cleared except for Securities
Transactions set forth in Section III.C.
2. Trade Pre-Clearance Request Form. Prior to entering an order for a
Securities Transaction in an Employee Account or Related Account, you must
complete, in writing, a Trade Pre-Clearance Request Form (see Appendix 5) and
submit the completed Form to the Chief Compliance Officer (or designee). The
Trade Pre-Clearance Request Form requires you to provide certain information and
to make certain representations.
3. Review of the Form. After receiving the completed Trade
Pre-Clearance Request Form, the Chief Compliance Officer (or designee) will
review the information and, as soon as practicable (generally within 24 hours),
determine whether or not to authorize the proposed Securities Transaction. The
authorization and date and time of the authorization must be reflected on the
Trade Pre-Clearance Request Form. The Chief Compliance Officer (or designee)
will keep the completed Form, and return a copy to the Employee.
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B. PROHIBITED TRANSACTIONS.
1. PROHIBITED SECURITIES TRANSACTIONS. The following securities
Transactions are prohibited and will not be authorized by the Compliance Officer
(or a designee) absent exceptional circumstances. The prohibitions apply only to
the categories of Access Persons specified.
a. INITIAL PUBLIC OFFERINGS (INVESTMENT PERSONNEL ONLY). Any
purchase of Securities by Investment Personnel in an initial
public offering (other than a new offering of a registered
open-end investment company). However, if authorized, the
Compliance Officer will maintain a record of the reasons for
such authorization (see Appendix 11).
b. PENDING BUY OR SELL ORDERS (INVESTMENT PERSONNEL ONLY). Any
purchase or sale of Securities by Investment Personnel on any
day during which any Fund has a pending "buy" or "sell" order
in the same Security (or Equivalent Security) until that order
is executed or withdrawn.
c. ONE-DAY BLACKOUT (INVESTMENT PERSONNEL ONLY). Purchases or
sales of Securities by Investment Personnel within one
calendar day of a purchase or sale of the same Securities (or
Equivalent Securities) by the Advisory Clients. For example,
if a Fund trades a Security on day one, day two is the first
day the Investment Personnel may trade that Security for an
account in which he or she has a Benicial Interest.
d. INTENTION TO BUY OR SELL FOR A FUND (ALL ACCESS PERSONS EXCEPT
INDEPENDENT FUND TRUSTEES). Purchases or sales of Securities
by an Access Person at a time when that Access Person intends,
or knows of another's intention, to purchase or sell that
Security (or an Equivalent Security) on behalf of Advisory
Client. This prohibition applies whether the Securities
Transaction is in the same direction (E.G., two purchases) or
the opposite direction (a purchase and sale) as the
transaction of the Fund.
2. ALWAYS PROHIBITED SECURITIES TRANSACTIONS. The following Securities
Transactions are prohibited and will not be authorized under any circumstances.
a. INSIDE INFORMATION. Any transaction in a Security while in
possession of material nonpublic information regarding the
Security or the issuer of the Security.
b. MARKET MANIPULATION. Transactions intended to raise, lower, or
maintain the price of any Security or to create a false
appearance of active trading.
c. OTHERS. Any other transactions deemed by the Compliance
Officer (or a designee) to involve a conflict of interest,
possible diversions of a corporate opportunity, or an
appearance of impropriety.
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3. PRIVATE PLACEMENTS (INVESTMENT PERSONNEL ONLY). Acquisition of
Beneficial Interests in Securities in a private placement by Investment
Personnel is strongly discouraged and subject to prior written approval. The
Compliance Officer (or a designee) will give permission only after considering,
among other facts, whether the investment opportunity should be reserved for a
Fund and whether the opportunity is being offered to the person by virtue of the
person's position as an Investment Person. If a private placement transaction is
permitted, the Compliance Officer will maintain a record of the reasons for such
approval (see Appendix 11). Investment Personnel who have acquired securities in
a private placement are required to disclose those investments to the Compliance
Officer when they play a part in any subsequent consideration of an investment
in the issuer by a Fund, and the decision to purchase securities of the issuer
by a Fund must be independently authorized by a Portfolio Manager with no
personal interest in the issuer.
B. EXEMPTIONS.
1. The following Securities Transactions are exempt from the
restrictions set forth in Section II.B.
a. MUTUAL FUNDS. Securities issued by any registered open-end
investment companies (including the Trust);
b. NO KNOWLEDGE. Securities Transactions where neither the Access
Person nor an Immediate Family member knows of the transaction
before it is completed (for example, Securities Transactions
effected for an Access Person by a trustee of a blind trust or
discretionary trades involving an investment partnership or
investment club in which the Access Person is neither
consulted nor advised of the trade before it is executed);
c. CERTAIN CORPORATE ACTIONS. Any acquisition of Securities
through stock dividends, dividend reinvestments, stock splits,
reverse stock splits, mergers, consolidations, spin-offs, or
other similar corporate reorganizations or distributions
generally applicable to all holders of the same class of
Securities;
d. RIGHTS. Any acquisition of Securities through the exercise of
rights issued by an issuer PRO RATA to all holders of a class
of its Securities, to the extent the rights were acquired in
the issue; and
e. MISCELLANEOUS. Any transaction in the following: (1) bankers'
acceptances, (2) bank certificates of deposit, (3) commercial
paper, (4) high quality short-term debt, including repurchase
agreements, (5) Securities that are direct obligations of the
U.S. Government, and (6) other Securities as may from time to
time be designated in writing by the Compliance Officer on the
grounds that the risk of abuse is minimal or non-existent.
2. Personal Transactions in Securities that also are being purchased,
sold or held by a Fund are exempt from the prohibitions of Sections II.B.1.b,
and c, if the Access Person does not, in connection with his or her regular
functions or duties, make, participate in, or obtain information regarding the
purchase or sale of Securities by that Fund.
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III. REPORTING REQUIREMENTS
A. REPORTING REQUIREMENTS FOR ALL ACCESS PERSONS EXCEPT INDEPENDENT
FUND TRUSTEES.
1. INITIAL HOLDINGS AND ACCOUNTS REPORT. Any person who becomes an
Access Person of the Subject Entities shall within 10 days of becoming said
Access Person file an Initial Holdings and Accounts Report (see Appendix 5) with
the Compliance Officer listing all Securities Accounts and Securities that he or
she holds in such accounts in which that Access Person (or Immediate Family
member) has Beneficial Interest.
2. QUARTERLY REPORTING REQUIREMENTS. Every Access Person and members of
his or her Immediate Family shall arrange for the Compliance Officer to receive
directly from any broker, dealer, or bank that effects any Securities
Transaction, duplicate copies of each confirmation for each such transaction and
periodic statements for each brokerage account in which such Access Person has a
Beneficial Interest. Attached hereto (see Appendix 6) is a form of letter that
may be used to request such documents from such entities. All copies must be
received no later than 10 days after the end of the calendar quarter. Each
confirmation or statement must disclose the following information:
a. the date of the transaction;
b. description of the Security (and interest rate and maturity date,
if applicable)
c. the number of shares and principal amount
d. the nature of the transaction (e.g., purchase, sale);
e. the price of the Security; and
f. the name of the broker, dealer or bank through which the trade was
effected.
If an Access Person is not able to arrange for duplicate confirmations
and periodic statements to be sent that contain the information required above,
the Access Person must submit a Quarterly Transactions and Holdings Report (see
Appendix 9) within 10 days after the completion of each calendar quarter to the
Compliance Officer.
3. Every Access Person who establishes a new Securities account during
the quarter in which that Access Person (or Immediate Family member) has
Beneficial Interest must submit an Initial Holdings and Accounts Report (see
Appendix 8) to the Compliance Officer. This report must be submitted to the
Compliance Officer within 10 days after the completion of each calendar quarter.
4. ANNUAL TRANSACTIONS AND HOLDINGS REPORT. Every Access Person must
submit an Annual Transactions and Holdings Report (see Appendix 10) listing all
Securities accounts and securities in which that Access Person (or Immediate
Family member) has Beneficial Interest. The information in the Annual
Transactions and Holdings Report must be current as of a date no more than 30
days before the report is submitted. The completed report should be submitted to
the Compliance Officer by July 30 following the end of the fiscal year on June
30.
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B. REPORTING REQUIREMENTS FOR INDEPENDENT FUND TRUSTEES. Each
Independent Fund Trustee (and their Immediate Families) must report to the
Compliance Officer any trade in a Security by any account in which an
Independent Fund Trustee has any Beneficial Interest if the Independent Fund
Trustee knew or, in the ordinary course of fulfilling his or her duty as a
Trustee of the Trust, should have known that during the 15-day period
immediately preceding or after the date of the transaction in a Security by the
Trustee such Security (or an Equivalent Security) was or would be purchased or
sold by the a Fund. Independent Fund Trustees who need to report such
transactions should refer to the procedures outlined in Section III.A.2.
C. EXEMPTIONS, DISCLAIMERS AND AVAILABILITY OF REPORTS
1. A Securities Transaction involving the following circumstances or
Securities are exempt from the Reporting Requirements discussed above: (1)
neither the Access Person nor an Immediate Family Member had any direct or
indirect influence or control over the transaction; (2) Securities directly
issued by the U.S. Government; (3) bankers' acceptances; (4) bank certificates
of deposit; (5) commercial paper; (6) high quality short-term debt instruments,
including repurchase agreements; (7) shares issued by open-end mutual funds; and
(7) other Securities as may from time to time be designated in writing by the
Compliance Officer on the grounds that the risk of abuse is minimal or
non-existent.
In addition, no Access Person of the Subject Entities shall be required
to make a Quarterly Transaction Report where such report would duplicate
information recorded by WWW Advisors pursuant to Rule 204-2(a) of the Investment
Advisers Act of 1940, as amended.
2. DISCLAIMERS. Any report of a Securities Transaction for the benefit
of a person other than the individual in whose account the transaction is placed
may contain a statement that the report should not be construed as an admission
by the person making the report that he or she has any direct or indirect
beneficial ownership in the Security to which the report relates.
3. AVAILABILITY OF REPORTS. All information supplied pursuant to this
Code may be made available for inspection to the Board of Trustees of the Trust,
the Board of Directors of the Subject Entities, the Compliance Officer, any
party to which any investigation is referred by any of the foregoing: the SEC,
any self-regulatory organization of which any Subject Entity is a member, any
state securities commission, or any attorney or agent of the foregoing or of the
Trust.
IV. FIDUCIARY DUTIES
A. CONFIDENTIALITY. Access Persons are prohibited from revealing
information relating to the investment intentions, activities or portfolios of
the Advisory Clients or subject entities except to persons authorized by the
Advisory Clients.
B. GIFTS. The following provisions on gifts apply to all Investment
Personnel.
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1. ACCEPTING GIFTS. On occasion, because of their position with the
Trust, Investment Personnel may be offered, or may receive without notice, gifts
from clients, brokers, vendors, or other persons not affiliated with such
entities. Acceptance of extraordinary or extravagant gifts is not permissible.
Any such gifts must be declined or returned in order to protect the reputation
and integrity of the Subject Entities. Gifts of a nominal value (I.E., gifts
whose reasonable value is no more than $100 a year), and customary business
meals, entertainment (E.G., sporting events), and promotional items (E.G., pens,
mugs, T-shirts) may be accepted.
If an Investment Person receives any gift that might be prohibited
Under this Code, the Investment Person must inform the Compliance Officer.
2. SOLICITATION OF GIFTS. Investment Personnel may not solicit gifts or
gratuities.
3. GIVING GIFTS. Investment Personnel may not personally give any gift
with a value in excess of $100 per year to persons associated with securities or
financial organizations, including exchanges, other member organizations,
commodity firms, news media, or clients of the Subject Entities.
C. CORPORATE OPPORTUNITIES. Access Persons may not take personal
advantage of any opportunity properly belonging to the subject entities. This
includes, but is not limited to, acquiring Securities for one's own account that
would otherwise be acquired for a Subject Entity.
D. UNDUE INFLUENCE. Access Persons may not cause or attempt to cause
any subject entity to purchase, sell or hold any Security in a manner calculated
to create any personal benefit to the Access Person. If an Access Person or
Immediate Family member stands to benefit materially from an investment decision
for a Fund which the Access Person is recommending or participating in, the
Access Person must disclose to those persons with authority to make investment
decisions for the Subject Entity (or, if the Access Person in question is a
person with authority to make investment decisions for the Fund, to the
Compliance Officer) any Beneficial Interest that the Access Person (or Immediate
Family member) has in that Security or an Equivalent Security, or in the issuer
thereof, where the decision could create a material benefit to the Access Person
(or Immediate Family member) or the appearance of impropriety. The person to
whom the Access Person reports the interest, in consultation with the Compliance
Officer, must determine whether or not Access Person will be restricted in
making investment decisions.
E. SERVICE AS A DIRECTOR. No Investment Person may serve on the board
of directors of a publicly held company (other than the Trust) absent prior
written authorization by the Compliance Officer. This authorization will rarely,
if ever, be granted and, if granted, normally will require that the affected
Investment Person be isolated, through a "Chinese Wall" or other procedures,
from those making investment decisions related to the issuer on whose board the
person sits.
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V. COMPLIANCE WITH THIS CODE OF ETHICS
A. COMPLIANCE OFFICER REVIEW
1. INVESTIGATING VIOLATIONS OF THE CODE. The Compliance Officer is
responsible for investigating any suspected violation of the Code and shall
report the results of each investigation to the President of WWW Advisors, Inc.
The President of WWW Advisors Inc. together with the Compliance Officer are
responsible for reviewing the results of any investigation of any reported or
suspected violation of the Code. Any violation of the Code by an Access Person
will be reported to the Boards of Trustees of the Trust or to the Board of
Directors of the appropriate Subject Entity no less frequently than each regular
quarterly meeting.
2. ANNUAL REPORTS. The Compliance Officer will review the Code at least
once a year, in light of legal and business developments and experience in
implementing the Code, and will report to the Boards of Trustees of the Trust:
a. Summarizing existing procedures concerning personal investing
and any changes in the procedures made during the past year;
b. Identifying any violation requiring significant remedial
action during the past year; and
c. Identifying any recommended changes in existing restrictions
or procedures based on its experience under the Code, evolving
industry practices, or developments in applicable laws or
regulations.
3. MONITORING EQUAL TREATMENT OF ADVISORY CLIENTS. The Compliance
Officer will review daily watch lists (see Appendix 12) of purchase and sale
activity for the same security transactions occurring in advisory accounts. This
review will be to scrutinize for evidence of price discrepancies to determine if
a transaction in anyone account created a beneficial or disfavorable price for
any client.
B. REMEDIES
1. SANCTIONS. If the Compliance Officer and the President of WWW
Advisors determine that an Access Person has committed a violation of the Code
following a report of the Compliance Officer, the Compliance Officer and the
President of WWW Advisors may impose sanctions and take other actions as they
deem appropriate, including a letter of caution or warning, suspension of
personal trading rights, suspension of employment (with or without
compensation), fine, civil referral to the SEC, criminal referral, and
termination of the employment of the violator for cause. The Compliance Officer
and the President of WWW Advisors, Inc., also may require the Access Person to
reverse the trade(s) in question and forfeit any profit or absorb any loss
derived therefrom. The amount of profit shall be calculated by the Compliance
Officer and the President of WWW Advisors, Inc., and shall be forwarded to a
charitable organization selected by the Compliance Officer and the President of
WWW Advisors. The Compliance Officer and the President of WWW Advisors may not
review his or her own transactions.
2. SOLE AUTHORITY. The Compliance Officer and the President of WWW
Advisors, Inc. have sole authority, subject to the review set forth in Section
V.B.3 below, to determine the remedy for any violation of the Code, including
appropriate disposition of any monies forfeited pursuant to this provision.
Failure to promptly abide by a directive to reverse a trade or forfeit profits
may result in the imposition of additional sanctions.
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3. REVIEW. Whenever the Compliance Officer and the President of WWW
Advisors determine that an Access Person has committed a violation of this Code
that merits remedial action, they will report no less frequently than quarterly
to the Board of Trustees of the Trust, or to the Board of Directors of the
Subject Entities, information relating to the investigation of the violation,
including any sanctions imposed. The Boards of Trustees of the Trust or the
Boards of the appropriate Subject Entity may modify such sanctions, as they deem
appropriate. The Boards of Trustees of the Trust and the Compliance Officer and
the President of WWW Advisors shall have access to all information considered by
the Compliance Officer in relation to the case. The Compliance Officer may
determine whether or not to delay the imposition of any sanctions pending review
by the applicable Board.
C. EXCEPTIONS TO THE CODE. Although exceptions to the Code will rarely,
if ever, be granted, the Compliance Officer may grant exceptions to the
requirements of the Code on a case by case basis if the Compliance Officer finds
that the proposed conduct involves negligible opportunity for abuse. All such
exceptions must be in writing and must be reported as soon as practicable to the
Boards of Trustees of the Trust at its next regularly scheduled meeting after
the exception is granted.
D. COMPLIANCE CERTIFICATION. Each current Access Person and each
newly-hired Access Person shall certify that he or she has received, read and
understands the Code by executing the Acknowledgment of Receipt of Code of
Ethics form (see Appendix 3). In addition, by July 30 following the end of the
prior fiscal year on June 30, all Access Persons will be required to certify
annually by executing the Annual Certification of Compliance with Code of Ethics
Form (see Appendix 4)that they have read and understand the Code, that they have
complied with the requirements of the Code, and that they have reported all
Securities Transactions required to be disclosed or reported pursuant to the
requirements of this Code. Independent Fund Trustees should complete the
Acknowledgment of Receipt of Code of Ethics form (see Appendix 3).
E. INQUIRIES REGARDING THE CODE. The Compliance Officer will answer any
questions about the Code or any other compliance-related matters.
F. MATERIAL CHANGES. No material changes to this Code of Ethics may be
made without prior approval by a majority of the Independent Trustees and
Affiliate Board of Directors.
Dated: _______________, as amended June _______________ 2000.
As adopted by WWW Trust Board of Trustees on _______________, 2000.
As adopted by the Board of Directors of WWW Advisors, Inc. on ___________, 2000.
As adopted by the Board of Directors of Capital Advisors, Inc. on _______, 2000.
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Appendix 1
DEFINITIONS
"ACCESS PERSON" means any trustee, director, officer or Advisory Person
of the Subject Entities.
"ADVISORY PERSON" means (1) any employee of WWW Advisors, Inc., the
Trust or Affiliate (or of any company in a control relationship with such
companies) who, in connection with his or her regular functions or duties,
makes, participates in, or obtains information regarding the purchase or sale of
a security by the Advisory Clients, or whose functions relate to the making of
any recommendation with respect to such purchases or sales, and (2) any natural
person in a control relationship to such companies who obtains information
concerning the recommendations made to the Advisory Clients with respect to the
purchase and sale of securities by the Advisory Clients.
"ADVISORY CLIENTS" means shareholders of WWW Trust and affiliated
investment adviser(s).
"BENEFICIAL INTEREST" means the opportunity, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, to
profit, or share in any profit derived from, a transaction in the subject
Securities. An Access Person is deemed to have a Beneficial Interest in
Securities owned by members of his or her Immediate Family. Common examples of
Beneficial Interest include joint accounts, spousal accounts, UTMA accounts,
partnerships, trust and controlling interests in corporations. Any uncertainty
as to whether an Access Person has a Beneficial Interest in a Security should be
brought to the attention of the Compliance Officer. Such questions will be
resolved in accordance with, and this definition shall be subject to, the
definition of "beneficial owner" found in Rules 16a-1(a)(2) and (5) promulgated
under the Securities Exchange Act of 1934.
"CODE" means this Code of Ethics, as it may be amended from time to
time.
"COMPLIANCE OFFICER" means the Compliance Officer of WWW Advisors, Inc.
and the persons designated in Appendix 2, as such Appendix shall be amended from
time to time.
"EMPLOYEE ACCOUNT" means the following Securities accounts: any
personal account of an Employee; any joint or tenant-in-common account in which
the Employee has an interest or is a participant; any account for which the
Employee acts as trustee, executor, or custodian; any account over which the
Employee has investment discretion or otherwise can exercise control (except
advisory client accounts that are not related accounts), including the accounts
of entities controlled directly or indirectly by the Employee; and any other
account in which the Employee has a direct or indirect Beneficial Interest
(other than such accounts over which the Employee has no investment discretion
and cannot otherwise exercise control).
"EQUIVALENT SECURITY" means any Security issued by the same entity as
the issuer of a subject Security, including options, rights, stock appreciation
rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and
other obligations of that company or security otherwise convertible into that
security. Options on securities are included even if, technically, they are
issued by the Options Clearing Corporation or a similar entity.
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"FUND" and "FUNDS" mean one or more of the portfolios of the Trust, an
investment company registered under the 1940 Act for which WWW Advisors, Inc.
serves as investment adviser.
"IMMEDIATE FAMILY" of an Access Person means any of the following
persons who reside in the same household as the Access Person:
child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
stepparent father-in-law
Immediate Family includes adoptive relationships and any other
relationship (whether or not recognized by law) which the Compliance Officer
determines could lead to the possible conflicts of interest, diversions of
corporate opportunity, or appearances of impropriety which this Code is intended
to prevent.
"INDEPENDENT FUND TRUSTEE" means a trustee of a Trust who is not an
"interested person" as that term is defined in Section 2(a)(19) of the 1940 Act.
"INITIAL PUBLIC OFFERING" is an offering of securities registered under
the Securities Act of 1933 by an issuer who immediately before the registration
of such securities was not subject to the reporting requirements of sections 13
or 15(d) of the Securities Exchange Act of 1934.
"INVESTMENT PERSONNEL" and "INVESTMENT PERSON" mean (1) employees of
the Subject Entities who, in connection with his or her regular functions or
duties, makes or participates in making recommendations regarding the purchase
or sale of a security, or (2) any natural person who controls WWW Advisors,
Inc., or the Trust and who obtains information concerning recommendations made
to the Advisory Clients regarding the purchase and sale of securities by the
Advisory Clients. References to Investment Personnel include Portfolio Managers.
"1940 ACT" means the Investment Company Act of 1940, as amended.
"PRIVATE PLACEMENT" means a limited offering exempt from registration
pursuant to Rules 504, 505 or 506 or under Section 4(2) or 4(6) of the
Securities Act of 1933.
"PORTFOLIO MANAGER" means a person who has or shares principal
day-to-day responsibility for managing the portfolio of a Fund.
"WWW Advisors" means WWW Advisors, Inc.
"SEC" means the United States Securities and Exchange Commission.
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"SECURITY" includes stock, notes, bonds, debentures, and other
evidences of indebtedness (including loan participation and assignments),
limited partnership interests, investment contracts, and all derivative
instruments of the foregoing, such as options and warrants. "Security" does not
include futures and options on futures, but the purchase and sale of such
instruments are nevertheless subject to the reporting requirements of the Code.
"SECURITIES TRANSACTION" means a purchase or sale of Securities in
which an Access Person or a member of his or her Immediate Family has or
acquires a Beneficial Interest.
"SUBJECT ENTITIES" means WWW Trust, WWW Advisors, Inc., and Capital
Advisors, Inc.
"RELATED ACCOUNT" means any Securities account of a member of the
Employee's Immediate Household.
"TRUST" means the WWW Internet Fund, an investment company registered
under the 1940 Act.
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Appendix 2
CONTACT PERSONS
INDIVIDUAL POSITION
Lawrence York Chief Investment Officer
Lawrence York President, WWW Advisors, Inc.
Charles C. Mihalek, Esq. General Counsel
INVESTMENT COMMITTEE MEETING
INDIVIDUAL POSITION
James Greene Portfolio Manager
Head of Equity Research
David Smyth Investment Analyst
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Appendix 3
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received the Code of Ethics of WWW Trust, WWW
Advisors, Inc., and Capital Advisors Group, Inc. dated as of _________, and
represent that:
1. In accordance with Section III.A of the Code of Ethics, I will fully
disclose the securities holdings in my Employee Accounts and Related Accounts
(as defined in the Code of Ethics.)*
2. In accordance with Section II.A of the Code of Ethics, I will obtain
authorization for Pre-Clearance for all Securities Transactions in each of my
Employee Accounts and Related Accounts, except for transactions exempt from
Pre-Clearance under Section II.B of the Code of Ethics.*
3. In accordance with Section III.A of the Code of Ethics, except for
transactions exempt from reporting under Section III.C of the Code of Ethics, I
will arrange for the Chief Compliance Officer (or designee) to receive duplicate
copies of each confirmation and monthly statements for each Securities
Transaction of all Employee Accounts or Related Accounts (unless I am an
Independent Fund Trustee), and I will report all Securities Transactions in each
of my Employee Accounts and Related Accounts (if I am an Independent Fund
Trustee).
4. I will comply with the Code of Ethics in all respects.*
5. I agree to disgorge and forfeit any profits on Prohibited
Transactions in accordance with the requirements of the Code.*
-------------------
Employee Signature
------------------
Print Name
Reviewed by: ____________________________ Date Submitted: _________________
* Representations 1-2 and 4-5 do not apply to Independent Fund Trustees.
14
<PAGE>
Appendix 4
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS
I certify that during the past year:
1. In accordance with Section III.A of the Code of Ethics, I have fully
disclosed the securities holdings in my Employee Accounts and Related Accounts
(as defined in the Code of Ethics.)*
2. In accordance with Section II.A of the Code of Ethics, I have
obtained prior authorization for all Securities Transactions in each of my
Employee Accounts and Related Accounts, except for transactions exempt from
Pre-Clearance under Section II.B of the Code of Ethics.*
3. In accordance with Section III.A of the Code of Ethics, except for
Securities Transactions exempt from the reporting under Section III.C of the
Code of Ethics, I have arranged for the Chief Compliance Officer (or designee)
to receive duplicate copies of each confirmation and monthly statements for each
Securities Transaction of all Employee Accounts or Related Accounts (unless I am
an Independent Fund Trustee), and I have reported all Securities Transactions in
each of my Employee Accounts and Related Accounts (if I am an Independent Fund
Trustee).
4. I have complied with the Code of Ethics in all respects.*
Employee Signature
Print Name
Reviewed by: ____________________________ Date Submitted: ________________
Representations 1-2 and 4 do not apply to Independent Fund Trustees.
15
<PAGE>
Appendix 5
TRADE PRE-CLEARANCE REQUEST FORM
(1) Name of Employee requesting authorization: -----------------------
Employee Name
(2) Account number Employee is requesting for: -----------------------
Account Number
(3) Name of the person on account: -----------------------
Account Holder Name
(4) If different from (1), relationship of acct. holder.-----------------------
Relationship of (2) to
(3)
(5) Name of Securities firm at which acct is held: -----------------------
Securities Firm
(6) Name of Security: -----------------------
Security Name
(7) Maximum number of shares or units or amount of bond:-----------------------
Shares to be Traded
(8) Check all that apply:
Purchase _____ Sale _____ Market Order _____
Limit Order (Price of Order: _____)
(9) Do you possess material nonpublic information regarding (CIRCLE)
--------
the security or the issuer of the security? Yes No
(10) To your knowledge, are there any outstanding purchase Yes No
or sell orders for this security or any equivalent
security on behalf of any Advisory Clients, including
but not limited to any investment company managed by
WWW Advisors?
(11) To your knowledge, has WWW Advisors or its affiliates Yes No
purchased or sole these securities or equivalent
securities for any client within the past seven calendar
days or do you expect that WWW Advisors or its affiliates
will purchase or sell these securities or equivalent
securities on behalf of any client within the next 7
calendar days?
(12) Are the securities being acquired in an initial Yes No
public offering?
(13) Are the securities being acquired in a private Yes No
placement?
In accordance with the Code of Ethics for WWW Trust, WWW Advisors, and Capital
Advisors Group, Inc., I believe that the proposed trade fully complies with the
requirements of the Code.
Employee Signature Print Name
Date and Time Submitted: Received By:
--------------------- -------------------
Date and Time Authorized: Authorized By:
-------------------- -----------------
16
<PAGE>
Appendix 6
FORM LETTER TO BROKER, DEALER OR BANK
Date
Broker ABC
Street Address
City, State ZIP
Re: John Smith & Mary Smith
Account Number: 123-4567-8
In connection with my existing brokerage accounts at your firm noted
above, please be advised that the Compliance Department of WWW Advisors, Inc.
should be noted as an Interested Party with respect to my accounts. They should,
therefore, be sent duplicate copies of all trade confirmations and account
statements relating to my account.
Please send the requested documentation ensuring the account holder's
name appears on all correspondence to:
Compliance Officer
WWW Advisors, Inc.
131 Prosperous Place, Suite 17
Lexington, Kentucky 40509
Thank you for your cooperation in this request.
Sincerely Yours,
Associate
cc: WWW Advisors, Inc.
17
<PAGE>
Appendix 7
GIFT AND ENTERTAINMENT MASTER LOG
The undersigned hereby reports that on ____________________ I received a gift or
entertainment, namely ____________________, valued at $_____________________
from _________________ whose business address is_______________________________.
His or her relationship with WWW TRUST, WWW ADVISORS, INC., CAPITAL ADVISORS,
INC., ____________________________________________ is:
__________________________________________________.
---------------------------------------
Employee Signature
---------------------------------------
Print Name
Reviewed by: _______________________ Date Submitted: _______________________
18
<PAGE>
Appendix 8
INITIAL HOLDINGS AND ACCOUNTS REPORT
In accordance with Section III.A.1 of the Code of Ethics, please provide a list
of all non-exempt Securities in which you or a Related Account has a Beneficial
Interest and all Securities in non-client accounts for which you make investment
decisions. This includes not only securities held by brokers, but also
securities held at home, in safe deposit boxes, or by an issuer.
(1) Name of Employee: ____________________________
Name of Employee
(2) Securities Firm(s) at which Account(s) is (are) Maintained:
a) First Securities Firm
1) Name of Securities Firm ____________________________
Name of Firm
2) Address of Securities Firm ____________________________
State Zip
3) Name of Account Executive ____________________________
Account Executive
4) Phone number of Account Executive ____________________________
Phone Number
5) Name of the person in whose name the ____________________________
account is held. Name of Account Holder
6) If different from (1), indicate the ____________________________
relationship of person holding the account. Relationship
7) Account Number: ____________________________
Account Number
19
<PAGE>
Appendix 8 (cont.)
b) Second Securities Firm
1) Name of Securities Firm ____________________________
Name of Firm
2) Address of Securities Firm ____________________________
Address
____________________________
State Zip
3) Name of Account Executive ____________________________
Account Executive
4) Phone number of Account Executive ____________________________
Phone Number
5) Name of the person in whose name the ____________________________
account is held. Name of Account Holder
6) If different from (1), indicate the ____________________________
relationship of person holding the Relationship
account.
7) Account Number: ____________________________
Account Number
b) Third Securities Firm
1) Name of Securities Firm ____________________________
Name of Firm
2) Address of Securities Firm ____________________________
Address
____________________________
State Zip
3) Name of Account Executive ____________________________
Account Executive
4) Phone number of Account Executive ____________________________
Phone Number
5) Name of the person in whose name the ____________________________
account is held. Name of Account Holder
6) If different from (1), indicate the ____________________________
relationship of person holding the Relationship
account.
7) Account Number: ____________________________
Account Number
20
<PAGE>
Appendix 8 (cont.)
b) Fourth Securities Firm
1) Name of Securities Firm ____________________________
Name of Firm
2) Address of Securities Firm ____________________________
Address
____________________________
State Zip
3) Name of Account Executive ____________________________
Account Executive
4) Phone number of Account Executive ____________________________
Phone Number
5) Name of the person in whose name the ____________________________
account is held. Name of Account Holder
6) If different from (1), indicate the ____________________________
relationship of person holding the Relationship
account.
7) Account Number:
____________________________
Account Number
b) Fifth Securities Firm
1) Name of Securities Firm ____________________________
Name of Firm
2) Address of Securities Firm ____________________________
Address
____________________________
State Zip
3) Name of Account Executive ____________________________
Account Executive
4) Phone number of Account Executive ____________________________
Phone Number
5) Name of the person in whose name the ____________________________
account is held. Name of Account Holder
6) If different from (1), indicate the ____________________________
relationship of person holding the Relationship
account.
7) Account Number:
___________________________
Account Number
21
<PAGE>
Appendix 8 (cont.)
(3) For each account, attach your most recent account statement listing
securities in that account.
(4) If you own securities that are not listed in an attached account
statement, list them below:
NAME OF SECURITY QUANTITY VALUE CUSTODIAN
1) _____________________________________________________________________________
2) _____________________________________________________________________________
3) _____________________________________________________________________________
4) _____________________________________________________________________________
5) _____________________________________________________________________________
(Attach separate sheet if necessary)
I certify that this form and the attached statements (if any) constitute all of
the Securities in my Employee Accounts and Related Accounts.
Employee Signature
Print Name
Reviewed By: ________________________ Date Submitted: _____________________
22
<PAGE>
Appendix 9
QUARTERLY TRANSACTIONS AND HOLDINGS REPORT
In accordance with Section III.A.2 of the Code of Ethics, please provide a list
of all non-exempt Securities in which you or a Related Account has a Beneficial
Interest and all Securities in non-client accounts for which you make investment
decisions. This includes not only securities held by brokers, but also
securities held at home, in safe deposit boxes, or by an issuer.
(1) Name of Employee: ----------------------------
Name of Employee
(2) The period for which above employee (1) is
submitting this Quarterly Transactions and
Holdings Report: Beginning _____________, Ending _____________
(Month/Day/Year)
(Month/Day/Year)
(3) Securities Firm(s) at which Account(s) is (are) Maintained:
a) First Securities Firm
1) Name of Securities Firm Name of Firm
____________________________
2) Address of Securities Firm Address
____________________________
State Zip
____________________________
3) Name of Account Executive Account Executive
____________________________
4) Phone number of Account Executive Phone Number
____________________________
5) Name of the person in whose name the Name of Account Holder
account is held.
____________________________
6) If different from (1), indicate the Relationship
relationship of person holding the
account.
7) Account Number: ____________________________
Account Number
23
<PAGE>
b) Second Securities Firm
1) Name of Securities Firm Name of Firm
____________________________
2) Address of Securities Firm Address
____________________________
State Zip
____________________________
3) Name of Account Executive Account Executive
____________________________
4) Phone number of Account Executive Phone Number
____________________________
5) Name of the person in whose name the Name of Account Holder
account is held.
____________________________
6) If different from (1), indicate the Relationship
relationship of person holding the
account.
7) Account Number:
____________________________
Account Number
b) Third Securities Firm
1) Name of Securities Firm Name of Firm
____________________________
2) Address of Securities Firm Address
____________________________
State Zip
____________________________
3) Name of Account Executive Account Executive
____________________________
4) Phone number of Account Executive Phone Number
____________________________
5) Name of the person in whose name the Name of Account Holder
account is held.
____________________________
6) If different from (1), indicate the Relationship
relationship of person holding the
account.
7) Account Number:
___________________________
Account Number
24
<PAGE>
b) Fourth Securities Firm
1) Name of Securities Firm Name of Firm
____________________________
2) Address of Securities Firm Address
____________________________
State Zip
____________________________
3) Name of Account Executive Account Executive
____________________________
4) Phone number of Account Executive Phone Number
____________________________
5) Name of the person in whose name the Name of Account Holder
account is held.
____________________________
6) If different from (1), indicate the Relationship
relationship of person holding the
account.
7) Account Number:
____________________________
Account Number
b) Fifth Securities Firm
1) Name of Securities Firm Name of Firm
____________________________
2) Address of Securities Firm Address
____________________________
State Zip
____________________________
3) Name of Account Executive Account Executive
____________________________
4) Phone number of Account Executive Phone Number
____________________________
5) Name of the person in whose name the Name of Account Holder
account is held.
____________________________
6) If different from (1), indicate the Relationship
relationship of person holding the
account.
7) Account Number:
___________________________
Account Number
25
<PAGE>
Appendix 9 (cont.)
(4) Please list below all transactions during reporting period indicated in (2)
of this report.
<TABLE>
<CAPTION>
DATE OF TRANSACTION TYPE OF TRANSACTION PRICE OR VALUE OF COMMISSION NAME OF BROKER, DEALER
------------------- ------------------- ---------------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
1)
------------------------------------------------------------------------------------------------------------------------
2)
------------------------------------------------------------------------------------------------------------------------
3)
------------------------------------------------------------------------------------------------------------------------
4)
------------------------------------------------------------------------------------------------------------------------
5)
------------------------------------------------------------------------------------------------------------------------
</TABLE>
(Attach separate sheet if necessary)
(5) For each account, attach your most recent account statement listing
securities in that amount.
(6) If you own securities that are not listed in an attached account statement,
list them below:
NAME OF SECURITY QUANTITY VALUE CUSTODIAN
1)
-----------------------------------------------------------------------------
2)
-----------------------------------------------------------------------------
3)
-----------------------------------------------------------------------------
4)
-----------------------------------------------------------------------------
5)
-----------------------------------------------------------------------------
(Attach separate sheet if necessary)
I certify that this form and the attached statements (if any) constitute all of
the Securities in my Employee Accounts and Related Accounts.
Employee Signature
Print Name
Reviewed By: ________________________ Date Submitted: _____________________
26
<PAGE>
Appendix 10
ANNUAL TRANSACTIONS AND HOLDINGS REPORT
In accordance with Section III.A.4 of the Code of Ethics, please provide a list
of all non-exempt Securities in which you or a Related Account has a Beneficial
Interest and all Securities in non-client accounts for which you make investment
decisions. This includes not only securities held by brokers, but also
securities held at home, in safe deposit boxes, or by an issuer.
(1) Name of Employee:
Name of Employee
(2) The period for which above employee (1) is
submitting this Annual Transactions and
Holdings Report: Beginning July 1 of ____, Ending June 30 of ____
(Year)
(Year)
(3) Securities Firm(s) at which Account(s) is (are) Maintained:
a) First Securities Firm
1) Name of Securities Firm ____________________________
Name of Firm
2) Address of Securities Firm ____________________________
Address
____________________________
State Zip
3) Name of Account Executive ____________________________
Account Executive
4) Phone number of Account Executive ____________________________
Phone Number
5) Name of the person in whose name the ____________________________
account is held. Name of Account Holder
6) If different from (1), indicate the ____________________________
relationship of person holding the Relationship
account.
7) Account Number:
____________________________
Account Number
27
<PAGE>
Appendix 10(cont.)
b) Second Securities Firm
1) Name of Securities Firm ____________________________
Name of Firm
2) Address of Securities Firm ____________________________
Address
____________________________
State Zip
3) Name of Account Executive ____________________________
Account Executive
4) Phone number of Account Executive ____________________________
Phone Number
5) Name of the person in whose name the ____________________________
account is held. Name of Account Holder
6) If different from (1), indicate the ____________________________
relationship of person holding the Relationship
account.
7) Account Number:
____________________________
Account Number
b) Third Securities Firm
1) Name of Securities Firm ____________________________
Name of Firm
2) Address of Securities Firm ____________________________
Address
____________________________
State Zip
3) Name of Account Executive ____________________________
Account Executive
4) Phone number of Account Executive ____________________________
Phone Number
5) Name of the person in whose name the ____________________________
account is held. Name of Account Holder
6) If different from (1), indicate the ____________________________
relationship of person holding the Relationship
account.
7) Account Number: ____________________________
Account Number
28
<PAGE>
Appendix 10 (cont.)
b) Fourth Securities Firm
1) Name of Securities Firm ____________________________
Name of Firm
2) Address of Securities Firm ____________________________
Address
____________________________
State Zip
3) Name of Account Executive ____________________________
Account Executive
4) Phone number of Account Executive ____________________________
Phone Number
5) Name of the person in whose name the ____________________________
account is held. Name of Account Holder
6) If different from (1), indicate the ____________________________
relationship of person holding the Relationship
account.
7) Account Number: ____________________________
Account Number
b) Fifth Securities Firm
1) Name of Securities Firm ____________________________
Name of Firm
2) Address of Securities Firm ____________________________
Address
____________________________
State Zip
3) Name of Account Executive ____________________________
Account Executive
4) Phone number of Account Executive ____________________________
Phone Number
5) Name of the person in whose name the ____________________________
account is held. Name of Account Holder
6) If different from (1), indicate the ____________________________
relationship of person holding the Relationship
account.
7) Account Number: ____________________________
Account Number
29
<PAGE>
Appendix 10 (cont.)
(4) Please list below all transactions during reporting period indicated in (2)
of this report.
<TABLE>
<CAPTION>
DATE OF TRANSACTION TYPE OF TRANSACTION PRICE OR VALUE OF COMMISSION NAME OF BROKER, DEALER
------------------- ------------------- ---------------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
1)
------------------------------------------------------------------------------------------------------------------------
2)
------------------------------------------------------------------------------------------------------------------------
3)
------------------------------------------------------------------------------------------------------------------------
4)
------------------------------------------------------------------------------------------------------------------------
5)
------------------------------------------------------------------------------------------------------------------------
</TABLE>
(Attach separate sheet if necessary)
(5) For each account, attach your most recent account statement listing
securities in that amount.
(6) If you own securities that are not listed in an attached account statement,
list them below:
NAME OF SECURITY QUANTITY VALUE CUSTODIAN
1)
-----------------------------------------------------------------------------
2)
-----------------------------------------------------------------------------
3)
-----------------------------------------------------------------------------
4)
-----------------------------------------------------------------------------
5)
-----------------------------------------------------------------------------
(Attach separate sheet if necessary)
I certify that this form and the attached statements (if any) constitute all of
the Securities in my Employee Accounts and Related Accounts.
Employee Signature
Print Name
Reviewed By: ________________________ Date Submitted: _____________________
30
<PAGE>
Appendix 11
INITIAL PUBLIC OFFERINGS/PRIVATE PLACEMENT CLEARANCE FORM
In accordance with Section II.A.1.a concerning Initial Public Offerings and
Section II.A.3 concerning Private Placements of the Code of Ethics,
The undersigned hereby requests permission to buy an Initial Public
Offering/Private Placement in the following offering:
1) Name of Issuer: _______________________________
Issuer
2) Number of Shares: _______________________________
Number of Shares
3) Purchase Price: _______________________________
Price
4) Anticipated Date of Initial Public Offering/Private Placement________________
Date
5) Name of Underwriter: __________________________________________
Underwriter
Employee Signature
Print Name
Reviewed By: ________________________ Date Submitted: _____________________
--------
* Annual fee as a percentage of average daily net assets.
