Exhibit 15b
AMENDED DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
WHEREAS, WWW Trust (the "Trust") engages in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trust is comprised of the series set forth on Schedule 1,
as such schedule is revised from time to time (each, a "Portfolio"); and
WHEREAS, the Trust desires to adopt this Plan pursuant to Rule 12b-1
under the Act, and the Trust's Board has determined that there is a reasonable
likelihood that adoption of this Plan will benefit the Portfolios and their
shareholders' and
WHEREAS, the Trust employs WWW Advisors, Inc. (the "Manager") as
investment manager for the Portfolios' shares (the "Shares") pursuant to a
Management Agreement dated as of the date hereof.
NOW, THEREFORE, the Trust hereby adopts, and the Manager hereby agrees
to the terms of, this Plan in accordance with Rule 12b-1 under the Act on the
following terms and conditions:
1.(a) Each Portfolio shall pay the Manager a shareholder servicing and
distribution fee at the annual rate of .50% of its average daily
net assets.
(b) Such fee will be used in its entirety by the Manager to make
payments for administration, shareholder services and
distribution assistance, including, but not limited to (i)
compensation to securities dealers and other organizations (each
a "Service Organization" and collectively, the "Service
Organizations"), for providing distribution assistance with
respect to assets invested in the Portfolio, (ii) compensation to
Service Organizations for providing administration, accounting
and other shareholder services with respect to Portfolio
shareholders, and (iii), otherwise promoting the sale of shares
to the Portfolio, including paying for the preparation of
advertising and sales literature and distribution of such
promotional materials to prospective investors. Under the Plan,
any fees not expended during the Funds' fiscal year will be
rolled over into the following fiscal year. The Manager shall
determine the amounts to be paid to third parties and the basis
on which such payments will be made. Payments to a third party
are subject to compliance by the third party with the terms of
any related Plan agreement between the third party and the
Merger.
(c) For the purposes of determining the fees payable under this Plan,
the value of each Portfolio's net assets shall be computed in the
manner specified in the Trust's charter documents as then in
effect for the computation of the value of such Portfolio's net
assets.
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2. As respects each Portfolio, this Plan shall not take effect
until it has been approved by a vote of at least a majority (as
defined in the Act) of the outstanding voting securities of the
relevant Portfolio.
3. As respects each Portfolio, this Plan shall not take effect
until it, together with any related agreement, has been
approved by vote of a majority of both (a) the Trust's Board
and (b) those Trustees who are not "interested persons" of the
Trust (as defined by the Act) and who have no direct or
indirect financial interest in the operation of this Plan or
any agreements related to it (the "Rule 12b-1 Trustees") cast
in person at a meeting (or meetings) called for the purpose of
voting on this Plan and such related Agreements.
4. As respects each Portfolio, this Plan shall remain in effect
until June 30, 2002 and shall continue in effect thereafter so
long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in
paragraph 3.
5. The Manager shall provide to the Trust's Board and the Board
shall review, at least quarterly, a written report of amounts
paid hereunder and the purposes for which they were made.
6. As respects each Portfolio, this Plan may be terminated at any
time by vote of a majority of the Rule 12b-1 Trustees or by a
vote of a majority of its outstanding voting securities.
7. This Plan may not be amended to increase materially the amount
of compensation payable pursuant to paragraph 1 hereof unless
such amendment is approved in the manner provided for initial
approval in paragraph 2 hereof. No material amendment to the
Plan shall be made unless approved in the manner provided in
paragraph 3 hereof.
8. While this Plan is in effect, the selection and nomination of
the Trustees who are not interested persons (as defined in the
Act) of the Trust shall be committed to the discretion of the
Trustees who are not such interested persons.
9. The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 5 hereof,
for a period of not less than six years from the date of this
Plan, any such agreement of any such report, as the case may
be, the first two years in an easily accessible place.
10. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument. The name WWW Trust is the designation of the
Trustees for the time being under an Amended and Restated
Declaration of Trust dated May 8, 1996, as amended from time to
time, and all persons dealing with the Trust must look solely
to the property of the Trust for enforcement of any claims
against the Trust as neither the Trustees, officers, agents or
shareholders assume any personal liability for obligations
entered into on behalf of the Trust.
IN WITNESS WHEREOF, the Trust, on behalf of the Portfolios, and the
Merger have executed this Plan as of the date set forth below.
Dated: October 28, 2000
WWW TRUST
By: /S/ LAWRENCE S. YORK
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Chairman of the Board
WWW ADVISORS, INC.
By: /S/ LAWRENCE S. YORK
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President
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SCHEDULE 1
NAME OF SERIES ANNUAL FEE*
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WWW Internet Fund .50%
WWW Global Internet Fund .50%
