-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LnG9f6HgXDa/wGPXs6WZEt6s1HHwG+dXJe1OUySkILWxCZFLHg5clHkBRWGDv+FR sCPgmDoKRvrH7Pqp2z+VoA== 0000909012-03-000512.txt : 20030722 0000909012-03-000512.hdr.sgml : 20030722 20030722111315 ACCESSION NUMBER: 0000909012-03-000512 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20030722 EFFECTIVENESS DATE: 20030722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WWW FUNDS CENTRAL INDEX KEY: 0001011714 IRS NUMBER: 316531163 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-03531 FILM NUMBER: 03795776 BUSINESS ADDRESS: STREET 1: 131 PROSPEROUS PLACE STE 17 CITY: LEXINGTON STATE: KY ZIP: 40509 BUSINESS PHONE: 5133578400 MAIL ADDRESS: STREET 1: 131 PROSPEROUS PLACE STE 17 CITY: LEXINGTON STATE: KY ZIP: 40509 FORMER COMPANY: FORMER CONFORMED NAME: WWW TRUST DATE OF NAME CHANGE: 19981030 FORMER COMPANY: FORMER CONFORMED NAME: WWW INTERNET FUND DATE OF NAME CHANGE: 19960403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WWW FUNDS CENTRAL INDEX KEY: 0001011714 IRS NUMBER: 316531163 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-07585 FILM NUMBER: 03795778 BUSINESS ADDRESS: STREET 1: 131 PROSPEROUS PLACE STE 17 CITY: LEXINGTON STATE: KY ZIP: 40509 BUSINESS PHONE: 5133578400 MAIL ADDRESS: STREET 1: 131 PROSPEROUS PLACE STE 17 CITY: LEXINGTON STATE: KY ZIP: 40509 FORMER COMPANY: FORMER CONFORMED NAME: WWW TRUST DATE OF NAME CHANGE: 19981030 FORMER COMPANY: FORMER CONFORMED NAME: WWW INTERNET FUND DATE OF NAME CHANGE: 19960403 485BPOS 1 t300443.txt POST EFFECTIVE AMENDMENT File Nos. 333-03531and 811-07585 As filed with the Securities and Exchange Commission on July 16, 2003 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A Registration Statement Under the Securities Act of 1933 [X] Pre-Effective Amendment No. ____ [ ] Post-Effective Amendment No. 12 [X] and Registration Statement Under the Investment Company Act of 1940 [X] Amendment No. 12 [X] (Check appropriate box or boxes) ----------------------------------- The WWW Funds 131 Prosperous Place, Suite 17 Lexington KY 40509 859-263-2204 (Registrant's Exact Name, Address and Telephone Number) Lawrence S. York, Copy to: 131 Prosperous Place, Suite 17 William G. Strench, Esq. Lexington, Kentucky 40509 Frost Brown Todd LLC 400 W. Market Street, Suite 3200 (Name and Address of Agent for Service) Louisville, Kentucky 40202 Approximate Date of Proposed Public Offering: As soon as practicable after effectiveness of the Registration Statement. It is proposed that this filing will become effective (check appropriate box) [X] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of rule 485 If appropriate, check the following box: [ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment. EXPLANANTORY NOTE This Post-Effective Amendment to the Registration Statement on Form N-1A of The WWW Funds (the "Trust") is being filed pursuant to Rule 485(b) of the Securities Act of 1933 (the "1933 Act") for the sole purpose of filing certain exhibits to the Trust's Registration Statement. The form of the Prospectus of the Trust has not been changed from that contained in the filing made by the Trust on January 17, 2003 pursuant to Rule 497 under the 1933 Act and it is hereby incorporated by reference. The form of the Statement of Additional Information of the Trust has not been changed from that contained in the filing made by the Trust on January 17, 2003 pursuant to Rule 497 under the 1933 Act and it is hereby incorporated by reference. PART C OTHER INFORMATION Item 23. Exhibits (1) Amended and Restated Declaration of Trust. * (2) By-laws. * (3) Not applicable. (4)(a) Management Agreement between Registrant and WWW Advisors, Inc., previously filed on November 1, 2000. (4)(b) Amended Schedule to Management Agreement.*** (5)(a) Underwriting Agreement between Registrant and Interactive Planning Corp. *** (5)(b) Form of Dealer Agreement. *** (6) Not applicable. (7) Custody Agreement with U.S. Bank, N.A., previously filed on July 12, 1996. (8) Not applicable. (9) Consent of Counsel. ** (10) Not applicable. (11) Not applicable. (12) Purchase Agreement for Initial Capital between Registrant and WWW Advisors, Inc., previously filed on July 12, 1996. (13)(a) Amended Distribution and Shareholder Servicing Plan for WWW Internet Fund. *** (13)(b) Distribution and Shareholder Servicing Plan for Growth Flex Fund and Market Opportunities Fund. *** (13)(c) Form of Shareholder Service Agreement*** (14) Rule 18f-3 Plan. *** (15) Reserved. (16) Code of Ethics, previously filed on November 1, 2000. (99) Powers of Attorney. ** * Previously filed on May 10, 1996. ** Previously filed on September 30, 2002. *** Filed herewith. Page 1 Item 24. Persons Controlled by or Under Common Control with Registrant THE WWW FUNDS 131 Prosperous Place, Suite 17 Lexington, Kentucky 40509 State of Organization: Ohio NAME POSITION WITH TRUST ---- ------------------- Lawrence S. York Chairman, President, Trustee James D. Greene Vice President, Treasurer, Trustee Diane J. Snapp Secretary WWW ADVISORS, INC. 131 Prosperous Place, Suite 17 Lexington, Kentucky 40509 State of Incorporation: Kentucky WWW Advisors, Inc. is the investment manager of The WWW Funds. NAME POSITION WITH WWW ADVISORS ---- -------------------------- Lawrence S. York President, Shareholder James D. Greene Vice President, Treasurer, Shareholder Diane J. Snapp Secretary, Shareholder CAPITAL ADVISORS GROUP, INC. 131 Prosperous Place, Suite 17 Lexington, Kentucky 40509 State of Incorporation: Kentucky Capital Advisors Group, Inc. does not provide any services to The WWW Funds. NAME POSITION WITH CAPITAL ADVISORS GROUP ---- ------------------------------------ Lawrence S. York President, Shareholder Diane J. Snapp Secretary Page 2 INTERACTIVE PLANNING CORP. 131 Prosperous Place, Suite 17 Lexington, Kentucky 40509 State of Incorporation: Kentucky Interactive Planning Corp. is the principal underwriter of The WWW Funds. NAME POSITION WITH CAPITAL ADVISORS GROUP ---- ------------------------------------ Lawrence S. York President, Shareholder, Branch Manager Diane J. Snapp Secretary CAPITAL FUND SERVICES, INC. 131 Prosperous Place, Suite 17 Lexington, Kentucky 40509 State of Incorporation: Kentucky Capital Fund Services, Inc. serves as transfer agent, accounting agent, and administrator to The WWW Funds. NAME POSITION WITH CAPITAL FUND SERVICES ---- ----------------------------------- Lawrence S. York President, Shareholder Diane J. Snapp Secretary, Shareholder Item 25. Indemnification Reference is made to Article VIII of the Registrant's Amended and Restated Declaration of Trust. The application of these provisions is limited by Article 10 of the Registrant's By-laws and by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. Page 3 Item 26. Business and Other Connections of the Investment Adviser Information about other business, profession, vocation or employment of a substantial nature that WWW Advisors, Inc., and each director and officer of WWW Advisors, Inc., is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, officer, employee, partner or trustee is hereby incorporated by reference to the section in the Prospectus of The WWW Funds entitled "Management Services." Item 27. Principal Underwriters (a) Not Applicable. (b) Information required by this Item 27(b) is set forth above under Item 24. (c) Not Applicable. Item 28. Location of Accounts and Records WWW Advisors, Inc. Suite 17 131 Prosperous Place Lexington, Kentucky 40509 U.S. Bank, N.A. 425 Walnut Street Cincinnati, Ohio 45201-1118 Capital Fund Services, Inc. Suite 17 131 Prosperous Place Lexington, Kentucky 40509 Item 29. Management Services Not Applicable. Page 4 Item 30. Undertakings The Registrant undertakes (1) to furnish a copy of the Registrant's latest annual report, upon request and without charge, to every person to whom a Prospectus is delivered, and (2) to call a meeting of shareholders for the purpose of voting upon the question of removal of a trustee or trustees when requested in writing to do so by the holders of at least 10% of the Registrant's outstanding shares of beneficial interest and in connection with such meeting to comply with the provisions of Section 16(c) of the Investment Company Act of 1940 relating to shareholder communications. Page 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 12 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lexington, State of Kentucky, on the 15 day of July, 2003. The WWW Funds By: /S/ LAWRENCE S. YORK --------------------- Lawrence S. York Chairman of the Board and President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed below by the following persons in the capacities indicated on July 15, 2003. SIGNATURE TITLE /S/ LAWRENCE S. YORK Chairman of the Board, Trustee and - -------------------- President Lawrence S. York (Principal executive officer, principal financial officer and principal accounting officer) /S/ JAMES D. GREENE* Trustee, Vice President and Treasurer - ------------------- James D. Greene /S/ TERRY L. CHILDERS* Trustee - --------------------- Terry L. Childers /S/ ROBERT C. THURMOND* Trustee - ----------------------- Robert C. Thurmond /S/ RICHARD T. DIDIEGO* Trustee - ---------------------- Richard T. DiDiego * /S/ LAWRENCE S. YORK -------------------- Lawrence S. York Attorney in Fact EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT 4 Amended Schedule to Management Agreement. 5(a) Underwriting Agreement between Registrant and Interactive Planning Corp. 5(b) Form of Dealer Agreement. 13(a) Amended Distribution and Shareholder Servicing Plan for WWW Internet Fund. 13(b) Distribution and Shareholder Servicing Plan for Growth Flex Fund and Market Opportunities Fund. 13(c) Form of Shareholder Service Agreement. 14 Rule 18f-3 Plan. EX-99.H.4 3 exh-4.txt AMENDED SCHEDULE 1 DECEMBER 7, 2002 NAME OF SERIES REAPPROVAL DATE REAPPROVAL DAY WWW Internet Fund Growth Flex Fund Market Opportunities Fund Page 1 of Schedule 1 AMENDED SCHEDULE 2 DECEMBER 7, 2002 MANAGEMENT FEE CALCULATION WWW INTERNET FUND For the period beginning with the day on which the Fund commences investment operations and ending with the last day of the twelfth full calendar month thereafter, the Fund will pay you, at the end of each month, a monthly advisory fee calculated at an annual rate of 1.00% of the Series' average daily net assets during such month (the "Base Fee"). Beginning with the thirteenth month, the Base Fee will be adjusted each month (the "Monthly Performance Adjustment") depending on the extent to which the investment performance of the Series, reflecting the deduction of expenses, exceeds or is exceeded by the percentage change in the investment record of the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500") for the immediately preceding twelve calendar months on a rolling basis. The rate of the Monthly Performance Adjustment may increase or decrease the fee payable to you by up to 0.50% per annum of the Series' average daily net assets. The performance of the Series during a performance period will be calculated by first determining the change in the Series' net asset value per share during the period, assuming the reinvestment of distributions during that period, and then expressing this amount as a percentage of the net asset value per share at the beginning of the period. The performance of the S&P 500 during a performance period is calculated as the sum of the change in the level of the index during the period, plus the value of any dividends or distributions made by the companies whose securities comprise the index accumulated to the end of the period. After the Monthly Performance Adjustment is effective, the total advisory fee, payable by the Fund to you at the end of each calendar month, will be equal to the Base Fee for the month adjusted upward or downward for the month by the Monthly Performance Adjustment for the month. The monthly advisory fee will be calculated as follows: (1) one-twelfth of the 1.00% annual basic fee rate will be applied to the Series' average daily net assets over the most recent calendar month, giving a dollar amount which will be the Base Fee for that month; (2) one-twelfth of the applicable performance adjustment fee rate from the table below will be applied to the Series' average daily net assets over the most recent month, giving a dollar amount which will be the Monthly Performance Adjustment; and (3) the Monthly Performance Adjustment will then be added to or subtracted from the Base Fee and the result will be the amount payable by the Fund to you as the total advisory fee for that month. The full range of permitted fees on an annualized basis is as follows: Page 1 of Schedule 2 Percentage Point Difference Between Performance (Net of Expenses Including Advisory Fees) and Percentage Change in the S&P 500 Investment Record Performance Adjustment Rate Total Basic Fee (%) (%) Fee (%) - -------------------------------------------------------------------------------- +3.00 percentage points or more 1.00% 0.50% 1.50% +2.75 percentage points or more but less than +3.00 percentage points. 1.00% 0.40% 1.40% +2.50 percentage points or more but less than +2.75 1.00% 0.30% 1.30% percentage points 2.25 percentage points or more but less than +2.50 1.00% 0.20% 1.20% percentage points. +2.00 percentage points or more but less than +2.25 1.00% 0.10% 1.10% percentage points Less than +2.00 percentage points but more than -2.00 1.00% 0% 1.00% percentage points - -2.00 percentage points or less but more than -2.25 1.00% -0.10% 0.90% percentage points - -2.25 percentage points or less but more than -2.50 1.00% -0.20% 0.80% percentage points - -2.50 percentage points or less but more than -2.75 1.00% -0.30% 0.70% percentage points - -2.75 percentage points or less but more than -3.00 1.00% -0.40% 0.60% percentage points - -3.00 percentage points or less 1.00% -0.50% 0.50% The period over which performance will be measured is a rolling 12-month period. GROWTH FLEX FUND The Fund will pay you, at the end of each month, a monthly advisory fee calculated at an annual rate of 1.00% of the Fund's average daily net assets during such month. MARKET OPPORTUNITIES FUND The Fund will pay you, at the end of each month, a monthly advisory fee calculated at an annual rate of 2.00% of the Fund's average daily net assets during such month. Page 2 of Schedule 2 EX-99.H.5.A 4 exh-5.txt DISTRIBUTION AGREEMENT WHEREAS, The WWW Funds (the "Trust") engages in business as an open-end investment company and is registered with the Securities and Exchange Commission ("SEC") as such under the Investment Company Act of 1940, as amended ("1940 Act"); and WHEREAS, shares of beneficial interest of the Trust are currently divided into separate investment portfolios; and WHEREAS, the Trust, on behalf of the separate investment portfolios listed in Appendix A as amended from time to time (each, a "Fund" and together, the "Funds"), wishes to employ Interactive Planning Corp. (the "Distributor") as a distributor of each class of shares of beneficial interest of each Fund (the "Shares") in order to provide for the sale and distribution of the Shares and the Distributor is willing to act as a distributor of the Shares; and WHEREAS, the Shares of each Fund are currently divided into the following classes (the "Classes"): Class A, Class B, Class C and Class Y; NOW, THEREFORE, in consideration of the mutual agreements of the parties hereto as set forth in this Distribution Agreement (the "Agreement"), the parties agree as follows: 1. APPOINTMENT OF DISTRIBUTOR. In consideration of the agreements on your part expressed herein and upon the terms and conditions set forth herein, we hereby appoint you as a non-exclusive sales agent for the Shares and agree that we will deliver such Shares as you may sell. You agree to use your best efforts to promote the sale of Shares, but you are not obligated to sell any specific number of Shares. Nothing herein shall preclude the Trust from appointing other agents for sales of the Shares of any Fund. 2. INDEPENDENT CONTRACTOR. You will undertake and discharge your obligations hereunder as an independent contractor and shall have no authority or power to obligate or bind us by your actions, conduct or contracts except that you are authorized to accept orders for the purchase or repurchase of the Shares as our agent. You may appoint sub-agents or distribute through dealers (pursuant to a Dealer Agreement available from us upon request), your own sales representatives or otherwise as you may determine from time to time, but this Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale or repurchase of Shares on our behalf or otherwise act as our agent for any purpose. 3. PUBLIC OFFERING PRICE. Each Class of Shares of a Fund shall be offered for sale to the public at the public offering price set forth in the then current applicable prospectus ("Prospectus"). The public offering price will not be less than the net asset value of the Shares, and may include a front-end sales charge equal to a percentage of the net asset value of the Shares. Shares may also be sold subject to a contingent deferred sales charge ("CDSC"), in such amount and on such terms as set forth in the Prospectus. Page 1 On each business day on which the New York Stock Exchange is open for business, we will furnish you with the net asset value of the Shares of each Class of each Fund, which shall be determined and become effective as of the close of regular trading on the New York Stock Exchange on that day, as set forth in the Prospectus. You shall forthwith notify all of the dealers comprising your selling group of the effective net asset value as received from us. The net asset value so determined shall apply to all orders for the purchase of the Shares received by the Funds' transfer agent before such determination. Should we at any time calculate the net asset value more frequently than once each business day, we agree to establish and you agree to follow procedures with respect to such additional price or prices comparable to those set forth above in this Section 3. 4. SALES COMMISSION AND OTHER COMPENSATION. You shall be entitled to collect a sales commission on the sale of Shares in the amount, if any, set forth in the Prospectus, which amount shall be mutually agreed upon by us. For Shares that are subject to a front-end sales charge, you shall be entitled to collect, as all or part of your commission, the difference, if any, between the net asset value and the public offering price of the Shares (subject to any quantity or other discounts or waivers of commission as set forth in the Prospectus or corresponding statement of additional information). You may reallow to sub-agents or dealers all or part of such commission, including payments exceeding your total sales commission, as you shall deem advisable so long as any such payments are set forth in the Prospectus or statement of additional information to the extent required by all applicable securities laws. For Shares that are subject to a CDSC, upon redemption of such Shares, you shall be entitled to collect the CDSC in the amount and on the terms set forth in the Prospectus and statement of additional information. You shall also be entitled to collect any amounts authorized for payment to you or any service organization pursuant to the applicable distribution and shareholder servicing plan. If Shares sold by you or your appointed sub-agents or dealers are redeemed or repurchased by the Trust (or by you as agent) within seven business days after the confirmation of the original Share purchase, you shall forfeit any amount above the net asset value collected by you or your appointed sub-agent or dealer with respect to such Shares. You shall include in the form of agreement with your appointed sub-agents or dealers a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them and redeemed or repurchased by the Trust within seven business days after the confirmation of the original Share purchase. Page 2 5. PAYMENT FOR SHARES. At or before the time of delivery of any of the Shares, you will pay or cause to be paid to our custodian, for the applicable Fund's account, an amount in cash equal to the net asset value of such Shares. In the event that you pay for Shares sold by you before your receipt of payment from the purchaser, you are authorized to reimburse yourself for the net asset value of such Shares when you receive payment. 6. REGISTRATION OF SHARES. No Shares of any Fund shall be registered on the books of such Fund until (a) our transfer agent receives the purchase order information and amount from National Securities Clearing Corporation, any other authorized clearing agency or directly from the investor and (b) our custodian receives payment of the amount specified. We will provide for the recording of all Shares purchased in uncertificated form in "book accounts." We will not issue certificates for Shares. 7. PURCHASES FOR YOUR OWN ACCOUNT. You shall not purchase any Shares for your own account for purposes of resale to the public, but you may purchase Shares for your own investment account upon written assurance that the purchase is for investment purposes only and that the Shares will not be resold except through redemption by us. 8. ALLOCATION OF EXPENSES. (a) We will pay or be responsible for the following expenses: o expenses of the preparation of our audited and certified financial statements to be included in any amendments to our Registration Statement under the Securities Act of 1933 (the "1933 Act"), including the Prospectuses and Statements of Additional Information for the Funds included therein (the "Registration Statement"); o expenses of the preparation, including legal fees and the typesetting, and printing of all amendments or supplements to the Registration Statement filed with the SEC, including the copies of the Prospectuses and Statements of Additional Information of the Funds included in the amendments or supplements thereto, other than those that arise from, are necessitated by, or are related to activities of the Distributor or activities of affiliated persons of the Distributor, as such term is defined in the 1940 Act (the "Distributor Affiliates"), where such amendments or supplements result in expenses that the Trust would not otherwise have incurred; Page 3 o expenses of the preparation, printing, and distribution of any reports or communications to existing shareholders of each Fund, including Prospectuses and Statements of Additional Information; o expenses of filing and other fees to federal, state or other securities regulatory authorities necessary to register and maintain registration of the Shares or otherwise required by applicable law in connection with the sale of the Shares; and o expenses of the transfer agent for the Funds, including all costs and expenses in connection with the issuance, transfer and registration of the Shares, including but not limited to any taxes and other governmental charges in connection therewith. (b) You will pay or be responsible for the following expenses: o expenses of the preparation, excluding legal fees and the typesetting, and printing of all amendments and supplements to the Prospectuses and Statements of Additional Information of the Funds that arise from, are necessitated by, or are related to activities of the Distributor or the Distributor Affiliates, where those expenses would not otherwise have been incurred by the Trust; o expenses of printing additional copies, for use by the Distributor as sales literature, of reports or other communications that the Trust has prepared for distribution to existing shareholders of the Funds; and o expenses incurred by the Distributor in advertising, promoting and selling the Shares to the public, including the printing of Prospectuses and Statements of Additional Information for such use. 9. FURNISHING OF INFORMATION. We will furnish to you such information with respect to each Fund and its Shares, in such form and signed by such of our officers as you may reasonably request, and we warrant that the statements therein contained when so signed will be true and correct. We will also furnish you with such information and will take such action as you may reasonably request in order to qualify the Shares for sale to the public under the securities laws of jurisdictions in which you may wish to offer them. We will furnish you, from time to time, such information regarding our financial condition as you may reasonably request. 10. CONDUCT OF BUSINESS. Other than the Prospectuses and Statements of Additional Information of the Funds, you will not prepare or publish any sales material or statements except sales literature or advertising that conforms to the requirements of all applicable securities laws and regulations, has been filed, where necessary, with the appropriate regulatory authorities and has been approved in writing by us. You will furnish us with copies of all such literature and advertising material before you use it and no such material shall be published if we reasonably and promptly object. Page 4 You shall comply with the applicable securities laws and regulations of the jurisdictions in which the Shares are offered for sale and conduct your affairs with us and with dealers, brokers or investors in accordance with the National Association of Securities Dealers, Inc. ("NASD") Conduct Rules or any successor rules. In performing your responsibilities and duties as Distributor under this Agreement, you will act in conformity with the Trust's Declaration of Trust, as amended, its Code of Regulations, its Registration Statement, resolutions adopted by the Trust's Board of Trustees and other instructions provided to you by us. You agree, on behalf of yourself and your employees, to treat confidentially and as proprietary information of the Trust all records and other information about the Trust, its Funds, and prior, present or potential shareholders of the Funds. You agree not to use such records and information for any purpose other than the performance of your responsibilities and duties under this Agreement, except after prior notification to us and approval in writing by us, which shall not be unreasonably withheld and may not be withheld where you are required by law to produce such records or divulge such information. 11. OTHER ACTIVITIES. Your services pursuant to this Agreement shall not be deemed to be exclusive, and you may render similar services and act as a distributor or dealer for other investment companies in the offering of their shares. 12. TERM OF AGREEMENT. This Agreement shall be effective as of December 30, 2002 and shall remain in effect for a period of two years from such date. This Agreement shall continue thereafter for periods not exceeding one year if approved at least annually (a) by a vote of a majority of the outstanding voting securities of a Fund or by a vote of the Trustees of the Trust, cast at a meeting called for the purpose of such approval, and (b) by a vote of a majority of the Trustees of the Trust who are not interested persons or parties to this Agreement (other than as Trustees of the Trust), cast in person at a meeting called for the purpose of voting on such approval. This Distribution Agreement: (a) may at any time be terminated, with respect to any or all Funds, without the payment of any penalty, either by vote of the Trustees of the Trust or, with respect to a Fund, by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to you; Page 5 (b) shall immediately terminate with respect to all of the Funds in the event of its assignment or in the event you are no longer registered with the SEC or a member in good standing of the NASD; and (c) may be terminated with respect to any Fund by you on 60 days' written notice to us. 13. SUSPENSION OF SALES AND REDEMPTIONS. We reserve the right at all times (a) to suspend or limit the public offering of the Shares or any Class thereof upon written notice to you, (b) to reject any order for the purchase of Shares or any Class thereof in whole or in part, and (c) to suspend the redemption of Shares of any Fund at any time permitted by the 1940 or the rules and regulations adopted thereunder. 14. NOTICES. Notices of any kind given to us under this Agreement by you shall be in writing and delivered to the Trust at 131 Prosperous Place, Suite 17, Lexington, Kentucky 40509, unless otherwise specified to you by us. Notices of any kind given to you under this Agreement by us shall be in writing and delivered to the Distributor at ________________________________, unless otherwise specified to us by you. 15. LIABILITY. Nothing herein shall be deemed to protect you against any liability to us or to our securities holders to which you would otherwise be subject by reason of your willful misfeasance, bad faith or gross negligence in the performance of your responsibilities and duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder. 16. INDEMNIFICATION. We agree to indemnify and hold you, your officers and directors, and any person who controls you within the meaning of Section 15 of the 1933 Act (each, an "ID Person") harmless from and against any and all losses, claims, damages or liabilities to which the ID Person may become subject under the 1933 Act, the 1940 Act or any state securities statute, and to reimburse the ID Person for any legal or other expenses reasonably incurred by the ID Person in connection with any claim or litigation, whether or not resulting in any liability, insofar as such losses, claims, damages, liabilities, or litigation arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in the Registration Statement, provided, however, that this indemnity shall not apply to any such losses, claims, damages, liabilities, or litigation arising out of or based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in the Registration Statement, which statement or omission was made in reliance upon information furnished to us or the Trust's administrator by you for inclusion in the Registration Statement. Page 6 We shall not indemnify any ID Person pursuant to the preceding paragraph unless a court or other body before which the proceeding was brought has rendered a final decision on the merits that the ID Person was not liable by reason of the ID Person's willful misfeasance, bad faith or gross negligence in the performance of the ID Person's responsibilities and duties under this Agreement or the ID Person's reckless disregard of any of the ID Person's obligations and duties under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the ID Person was not liable by reason of disabling conduct has been made (a) by a vote of a majority of a quorum of the Trustees of the Trust who are neither interested persons, as defined in the 1940 Act, nor parties to the proceeding or (b) by independent legal counsel in a written opinion. You agree to indemnify and hold us, our officers and directors, and any person who controls us within the meaning of Section 15 of the 1933 Act (each, an "IT Person") harmless from and against any and all losses, claims, damages or liabilities to which the IT Person may become subject under the 1933 Act, the 1940 Act or any state securities statute, and to reimburse the IT Person for any legal or other expenses reasonably incurred by the IT Person in connection with any claim or litigation, whether or not resulting in any liability, insofar as such losses, claims, damages, liabilities, or litigation arise out of or are based upon: (a) any untrue statement or omission or alleged untrue statement or omission of a material fact contained in the Registration Statement, which statement or omission was made in reliance upon information furnished to us or the Trust's administrator by you for inclusion in the Registration Statement; (b) any failure to deliver a Prospectus in connection with the sale of Shares; (c) any unauthorized use of sales materials or any verbal or written misrepresentations or any unlawful sales practices concerning the Shares by you, your agents, representatives, employees or affiliates; and (d) claims by your agents, representatives, employees or affiliates, for commissions, service fees, or other compensation or remuneration of any type. 17. MISCELLANEOUS. This Agreement shall be subject to the laws of the Commonwealth of Kentucky and shall be interpreted and construed to further and promote the operation of the Trust as an open-end investment company. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Page 7 As used herein the terms "net asset value," "offering price," "open-end investment company," "assignment," "interested person," and "majority of the outstanding voting securities," shall have the meanings set forth in the 1933 Act and the 1940 Act and the rules and regulations thereunder. When used in this Agreement, the terms "we," "us," and "our" refer to the Trust and the terms "you" and "your" refer to the Distributor. If the foregoing meets with your approval, please acknowledge your acceptance by signing each of the enclosed counterparts hereof and returning one such counterpart to us, whereupon this shall constitute a binding agreement as of December 30, 2002. THE WWW FUNDS, ON BEHALF OF THE FUNDS SET FORTH IN APPENDIX A (AS MAY BE AMENDED INTERACTIVE PLANNING CORP. FROM TIME TO TIME) By: By: -------------------------------- Name: Name: ------------------------------ Title: Title: ----------------------------- Page 8 APPENDIX A PORTFOLIOS OF THE WWW FUNDS WWW Internet Fund Growth Flex Fund Market Opportunities Fund Page 9 EX-99.H.5.B 5 exh5-b.txt THE WWW FUNDS [LOGO] FUND DISTRIBUTOR: INTERACTIVE PLANNING CORP. 131 PROSPEROUS PLACE, SUITE 17C LEXINGTON, KENTUCKY 40509 TOLL FREE AT: (800) 746-2526 IN KENTUCKY: (859) 263-8500 131 Prosperous Place, Suite 17B DEALER SALES AGREEMENT Lexington, KY 40509 Class A, B & C & Y Shares 859-263-8500 For the purpose of the distribution of shares (the "Shares") of one or more series of funds of THE WWW FUNDS, (the "Funds"), a registered investment company, this non-exclusive Agreement is made as of this __________ day of __________ 200__ between the Interactive Planning Corp, (the "Distributor"), or "us," or "We," and "You," _________________________________, (the "Dealer"), a member who represents that they are in good standing of the National Association of Securities Dealers, Inc. ("NASD"), or a foreign dealer that agrees to abide by all the rules and regulations of the NASD for the purposes of this Agreement. In consideration of the mutual covenants stated below, both parties hereby agree as follows: 1. Dealer agrees to sell Shares (Classes A, B, C, & Y) only at the public offering price of such Shares (the net asset value of the Shares plus any sales charge applicable to such Shares (the "Sales Charge"), as determined in accordance with the then effective Prospectus or Statement of Additional Information used in connection with the offer and sale of Shares (collectively, the "Prospectus"), which public offering price may reflect scheduled variations in, or the elimination of, the Sales Charge on sales of the Funds' Shares either generally to the public or in connection with special purchase plans, as described in the Prospectus. You agree to apply any scheduled variation in, or elimination of, the Sales Charge uniformly to all offerees in the class specified in the Prospectus. 2. You agree to purchase Shares (Classes A, B, C & Y) only through us or from your customers and only for the purpose of covering purchase orders already received from customers or for the Dealer's own bona fide investment. You agree not to purchase Shares for any other securities dealers unless you have an agreement with such other dealer or broker to handle clearing arrangements and then only in the ordinary course of business for such purpose, and only if such other dealer, or you, have executed a Dealer Sales Agreement with the Distributor. You also agree not to withhold any customer order so as to profit therefrom. 3. The procedures relating to the handling of orders shall be subject to instructions that we will forward from time to time to all authorized dealers who have entered into a Dealer Sales Agreement. The minimum initial order shall be specified in the Funds' then current Prospectus(es). All purchase orders are subject to receipt and acceptance by us. We reserve the right of sole discretion to reject any order. 4. With respect to the Funds, the Shares of which are indicated in that Fund's Prospectus as being sold with a Sales Charge (the "Load Funds"), the Dealer will be allowed the concessions from the public offering price and may receive a 12b-1 fee and/or other servicing fee as disclosed in the Funds' Prospectus and/or periodic instructions from us. With respect to the Funds, the Shares of which are indicated in that Fund's Prospectus as being sold with a contingent deferred sales charge (the "CDSC Funds"), the Dealer will be paid a commission and may receive a 12b-1 fee and/or other servicing fee as disclosed in the CDSC Fund's Prospectus and/or periodic instructions from us. With respect to the Funds, or the Money Market Account, whose Shares are indicated as being sold without a Sales Charge or a contingent THE WWW FUNDS DEALER SALES AGREEMENT Page 1 deferred sales charge pursuant to a qualified waiver, the Dealer may charge a reasonable administrative fee and may receive a 12b-1 fee and/or other servicing fee as disclosed in the Funds' Prospectus and/or periodic instructions from us. For the purposes of this Agreement the term Dealer Commission means commissions or concessions allowed and payable to Dealers as disclosed to you by Schedule or in the Funds' Prospectus, and the terms "Sales Charge" and "Dealer Commission" apply only to the Load Funds and the CDSC Funds. All Dealer Commissions, 12b-1 fees and other service fees are subject to a change without notice by us and will comply with any changes in regulatory requirements. You agree you will not combine orders to reach breakpoints in commissions for any purpose whatsoever unless authorized by the Prospectus or by us in writing. 5. You agree that all transactions in Shares of the Funds will be limited to (a) the purchase of Shares from the Funds for resale to the Dealer's customers at the public offering price then in effect or for the Dealer's own bona fide investment, (b) exchanges of Shares between Funds, as permitted by the Funds' then current registration statement (which includes the Prospectus) and in accordance with procedures as may be modified by us from time to time, and (c) transactions involving the redemption or repurchase of Shares by a Fund as an accommodation to shareholders. Redemptions by a Fund and repurchases by us will be effected in the manner and upon the terms described in the Prospectus. To facilitate prompt payment following a redemption or repurchase of Shares, the owner's signature shall appear as registered on the Fund's records and it may be required to be guaranteed by a trust company, commercial bank or member of a national stock exchange. 6. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise the Dealer currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and the Dealer agrees to indemnify us and the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified. 7. We shall accept orders only on the basis of the then current offering price. You agree to place orders in respect of Shares immediately upon the receipt of orders from your customers for the same number of Shares. Orders that you receive from your customers shall be deemed to be placed with the Funds' when received by the Funds' Transfer Agent. Orders which you receive prior to the close of business, as defined in the Prospectus, and placed with the Funds within the time frame set forth in the Prospectus shall be priced at the offering price next computed after they are received. We will not accept a conditional order from any Dealer on any basis. All orders shall be subject to confirmation and acceptance by the Funds' Transfer Agent. 8. Dealer's customer will be entitled to a reduction in the Sales Charge on purchases made under a Volume Purchase, Letter of Intent (LOI) or Right of Accumulation described in the Prospectus. To implement these reductions, we must be notified by you not later than when a sale takes place which qualifies for the reduced charge or discount. In such case the Dealer Commission will be based upon such reduced Sales Charge; however, in case, of a LOI signed by your customer, an adjustment to a higher Dealer Commission will thereafter be made to reflect actual purchases by the Dealer's customer if s/he should fail to fulfill his LOI. If the Dealer fails to so advise the Funds' Transfer Agent of a reduction or discount due a customer, the Dealer will be liable to the Distributor for the return of any Dealer Commission plus interest thereon at the current NY Prime Lending Rate plus 1%. 9. The Dealer agrees not to sell or offer Shares of any Fund except in compliance with all applicable state and federal laws, and to abide by the Conduct Rules of the NASD and all other federal and state rules and regulations that are now or may become applicable to transactions hereunder. You agree that neither the Funds, the Transfer Agent, nor the Distributor are responsible for your sales practices, including, but not limited to, determining customer entitlements for sales charge reductions and breakpoints as well as determining whether any shares are suitable for you and your customers. 10. If you are a member in good standing with the NASD and this Agreement has been terminated, we will continue to make payments to you based upon sales of Fund shares purchased by you that were consummated prior to such termination. The Dealer's expulsion from the NASD will THE WWW FUNDS DEALER SALES AGREEMENT Page 2 automatically terminate this Agreement without notice and we will no longer make payments to you. The Dealer's suspension from the NASD or a violation by you of applicable state and federal laws and rules and regulations of authorized regulatory agencies will terminate this Agreement effective upon notice received by the Dealer from us or the Funds. After the earlier of your ceasing to be a member in good standing or the termination of this Agreement, neither the Funds nor the Distributor shall be obligated to accept instructions from you, or any employees or representatives, regarding accounts or any transactions thereon. Immediately, thereafter you will instruct customers to call the Funds directly at 1-800-263-2204 and if shares are beneficially owned in an omnibus account for your customers, you shall provide to the Fund's Transfer Agent the details by customer including: name, address and telephone number as well as transaction history and number of shares currently owned. You will promptly notify us of any pending or threatened action or proceeding by the NASD, or other SRO bearing on your membership with the NASD, your registration to offer securities in any state, and of any suspension or termination of such membership or registration. In the event that you violate any of your obligations under this Agreement, we may, in our sole discretion, cease paying you any or all amounts to which you would otherwise be entitled under this Agreement. You shall return to us, upon our demand of you, all such portion of any payments we identify to you as having been made by us to you after any such violation. 11. In the event of a dispute, such dispute will be settled by arbitration before arbitrators sitting in Lexington, Kentucky in accordance with the NASD's Code of Arbitration Procedure in effect at the time of the dispute. The arbitrators will act by majority decision and their award may allocate attorney's fees and arbitration costs between the parties. Their award will be final and binding upon the parties, and such award may be entered as a judgment in any court of competent jurisdiction. 12. Settlement will be made only upon receipt by the Funds' Transfer Agent or Custodian of payment in the form of federal funds for wire orders and/or customer check for direct business. If payment is not so received at the offices of the Fund's Transfer Agent, on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, we and the Funds reserve the right to cancel the sale or, at our option, to sell the Shares to the Funds at the then prevailing net asset value. In this event, or in the event that the Dealer cancels the trade for any reason, or in the event that the Funds reverse an order for any reason, the Dealer agrees to be responsible for any loss resulting to the Funds from such actions. The Dealer shall not be entitled to any gains generated thereby. 13. If any Shares of any of the Load Funds or CDSC Fund's sold by you under the terms of this Agreement are redeemed by the Fund or are repurchased for the account of the Funds or are tendered to the Funds for redemption or repurchase within seven (7) business days after the date of the Fund's confirmation to the Dealer of the original purchase order therefore, you agree to pay forthwith to the Funds the full amount of the Dealer Commission allowed to the Dealer on the original sale. We shall also pay to the Fund the amount of our share of the Sales Charges on the original sale of such Shares. 14. The Dealer is herewith authorized to contract the Funds' Transfer Agent directly to purchase, exchange, and redeem Shares of the Funds. Any order placed by the Dealer for the repurchase of Shares of a Fund is subject to the timely receipt by the Fund's Transfer Agent of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation or reversal by buyback, in which case the Dealer agrees to be responsible for any loss resulting to the Funds or to us from such actions. 15. We and/or The Funds reserve the right in our discretion without notice to the Dealer to suspend sales or withdraw any offering of Shares entirely, to change the offering prices as provided in the Prospectus or, upon notice to the Dealer, to amend or cancel this Agreement. The Dealer agrees that any order to purchase Shares of the Funds placed by you after notice of any amendment to this Agreement has been sent to the Dealer shall constitute the Dealer's agreement to any such amendment. 16. In every transaction for shares of any Load Fund, we will act as agent for the Fund and the Dealer will act as principal for its own account. The Dealer has no authority whatsoever to act as agent for the Funds, our agent, any other authorized Dealer or the Funds' Transfer Agent and nothing in this Agreement shall serve to appoint the Dealer as an agent of any of the foregoing in connection with transactions with the Dealer's customers or otherwise. THE WWW FUNDS DEALER SALES AGREEMENT Page 3 17. The Dealer shall indemnify us and the Funds from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by Dealer or failure or refusal by Dealer to abide by the terms of this Agreement. The Distributor shall indemnify and hold the Dealer harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributed to any action or failure or omission to act by us or failure or refusal by the Distributor to abide by the terms of this Agreement. 18. We will supply the Dealer with copies of the Prospectuses of the Funds (including any amendments thereto) in reasonable quantities upon request. The Dealer will provide all customers with a Prospectus prior to or at the time such customer purchases Shares. The Dealer will provide any customer who so requests a copy of the Statement of Additional Information within the time dictated by regulatory requirements, as they may be amended from time to time. 19. The Dealer shall be solely responsible for the accuracy, timeliness and completeness of any orders transmitted by the Dealer on behalf of its customers by mail, fax, wire or telephone for purchases, exchanges or redemptions, and shall indemnify the Funds against any claims by the Dealer's customers as a result of the Dealer's failure to properly transmit their instructions. 20. You are not authorized to make any statement or representation concerning shares of any Fund except those contained in the Funds' currently applicable Prospectus or in currently applicable materials issued by each Fund or by us as supplemental information thereto. No advertising or sales literature, as such terms are defined by the NASD, of any kind whatsoever will be used by the Dealer with respect to the Funds or us unless first provided to you by us or the Funds or unless the Dealer has obtained our prior written approval. 21. All expenses incurred in connection with the Dealer's activities under this Agreement shall be borne by the Dealer. 22. This Agreement shall not be assignable by the Dealer. Any notice to the Dealer shall be duly given if mailed or telegraphed to the Dealer at its address as registered from time to time with the NASD. 23. The parties to this Agreement acknowledge that they are financial institutions subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the "AML Acts"), which require among other things, that financial institutions adopt compliance programs to guard against money laundering. The parties further acknowledge that they are in compliance and will continue to comply with the AML Acts and applicable AML rules of self-regulatory organizations, including Rule 3011 of the National Association of Securities Dealers, Inc., in all relevant respects. Dealer agrees to cooperate with Distributor to satisfy Distributor's AML due diligence policies, which may include annual AML compliance certifications, periodic AML due diligence reviews and/or other requests deemed necessary to ensure Dealer compliance with the AML regulations. Additionally, the Dealer confirms that the Funds for which the Dealer places orders on our behalf are also beneficiaries of this Agreement and therefore are relying upon your compliance with your AML program and any and all laws and regulations applicable to you in the execution of orders for the Funds. 24. The parties to this Agreement acknowledge that they are subject to the Gramm Leach Bliley Act mandating privacy of customer information and agree that when collecting and using information about the customer that they will take measures to safeguard that information. The Distributor acknowledges that it may obtain non-public personal information about the Dealer's Customers by information received from the direct application business, or Fund Serve Networked orders, or other forms transmitted and exchanged between the parties and that it will not use or disclose any nonpublic personal information about the customer to anyone, except as needed in the ordinary course of doing business with the Transfer Agent, and otherwise, only with the Dealers's written consent or as provided herein subject to Sections 10 and 23 above. THE WWW FUNDS DEALER SALES AGREEMENT Page 4 25. Either party to may terminate this Agreement upon written notice to the other. This Agreement shall be governed by the Laws of the Commonwealth of Kentucky and the parties hereto accept its jurisdiction of law as evidenced by their signatures affixed hereto: For the Distributor Interactive Planning Corp_____________ Date: ___________________ By: X _________________________________ Signature Lawrence S. York, President Print Name & Title The undersigned accepts the Distributor's invitation to become an authorized Dealer and agrees to abide by the foregoing terms and conditions. The undersigned Dealer acknowledges the receipt of Prospectuses for use in connection with offers and sales of The WWW Funds. For the Dealer _________________________________ Date: ___________________ Name of Dealer By: X _________________________________ Signature --------------------------------- Print Name --------------------------------- Title --------------------------------- Dealer's Name --------------------------------- Dealer's CRD Number --------------------------------- Address --------------------------------- Address --------------------------------- City State Zip THE WWW FUNDS DEALER SALES AGREEMENT Page 5 EX-99.M.13.A 6 exh13-a.txt AMENDED DISTRIBUTION AND SHAREHOLDER SERVICING PLAN PURSUANT TO RULE 12B-1 WWW INTERNET FUND WHEREAS, The WWW Funds (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 Shares of the Trust, as defined in the Trust's Amended and Restated Declaration of Trust, are issued in series; and WHEREAS, one series of Shares has been designated the WWW Internet Fund; and WHEREAS, the Trust adopted a plan pursuant to Rule 12b-1 under the Act (the "Original Plan") with respect to the WWW Internet Fund; and WHEREAS, on December 7, 2002, the Board of Trustees of the Trust (the "Board") approved a multi-class plan (the "Rule 18f-3 Plan") pursuant to which the WWW Internet Fund will issue Shares in the following four classes: Class A Shares, Class B Shares, Class C Shares and Class Y Shares; and WHEREAS, the Board has determined to redesignate, as Class Y Shares of the WWW Internet Fund, the Shares of the WWW Internet Fund that are outstanding when the Rule 18f-3 Plan is implemented (the "Single Class Shares"); and WHEREAS, the Trust desires to adopt this Amended Distribution and Shareholder Servicing Plan (the "Amended Plan") pursuant to Rule 12b-1 under the Act with respect to the WWW Internet Fund, and the Board has determined that there is a reasonable likelihood that adoption of this Amended Plan will benefit the WWW Internet Fund and its shareholders; and WHEREAS, the Board has also determined that this Amended Plan does not increase materially the amount to be spent for distribution with respect to the Single Class Shares and that amendments to the Original Plan that are contained in this Amended Plan are not material amendments; NOW, THEREFORE, the Trust hereby adopts this Amended Plan in accordance with Rule 12b-1 under the Act, to reflect the adoption of the Rules 18f-3 Plan, on the following terms and conditions: 1. (a) The Trust shall pay a shareholder servicing and distribution fee at the annual rate specified below: o 0.50% of the average daily net asset value of the Class A Shares of the WWW Internet Fund Page 1 o 1.00% of the average daily net asset value of the Class B Shares of the WWW Internet Fund o 1.00% of the average daily net asset value of the Class C Shares of the WWW Internet Fund o 0.50% of the average daily net asset value of the Class Y Shares of the WWW Internet Fund (b) Such fee will be used in its entirety to make payments for administration, shareholder services, and marketing and distribution assistance, including, but not limited to (i) compensation to the Trust's investment adviser (the "Manager"), the Trust's distributor (the "Distributor"), 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 WWW Internet Fund, (ii) compensation to Service Organizations for providing administration, accounting and other shareholder services with respect to shareholders of the WWW Internet Fund, and (iii) otherwise promoting the sale of Shares of the WWW Internet Fund, including paying for the preparation of advertising and sales literature and the printing and distribution of such promotional materials to prospective investors. The Manager or the Distributor 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 Manager or the Distributor. (c) For the purposes of determining the fees payable under this Amended Plan, the average daily net asset value of a class of Shares of the WWW Internet Fund shall be computed in the manner specified in the Trust's charter documents as then in effect for the computation of the average daily net asset value of the class of Shares of the WWW Internet Fund. (d) Only payments for administration, shareholder services, and marketing and distribution assistance properly attributable to the sale of a class of Shares of the WWW Internet Fund may be allocated to such class of Shares. Payments for administration, shareholder services, and marketing and distribution assistance attributable to the sale of more than one class of Shares of the WWW Internet Fund will be allocated at least annually to each class of Shares based upon the ratio in which the sales of each class of Shares bears to the sales of all Shares of the WWW Internet Fund. For this purpose, Shares issued upon reinvestment of dividends or distributions will not be considered sales. 2. This Amended Plan shall not take effect until it, together with any Plan-related agreement, has been approved by vote of a majority of both (a) the 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 Amended 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 Amended Plan and such related agreements. Page 2 3. This Amended Plan shall remain in effect until December 6, 2003 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 Amended Plan in paragraph 2. 4. The Manager and the Distributor 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 incurred. 5. This Amended Plan may be terminated as to any class of Shares of the WWW Internet Fund at any time by vote of a majority of the Rule 12b-1 Trustees or by a vote of a majority of the outstanding Shares of the applicable class. 6. This Amended Plan may not be amended to increase materially the amount of compensation payable by a class of Shares of the WWW Internet Fund pursuant to paragraph 1 hereof unless such amendment is approved by a vote of the majority (as defined in the Act) of the outstanding Shares of the applicable class. No material amendment to the Plan shall be made unless approved in the manner provided in paragraph 2 hereof. 7. While this Amended 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. 8. The Trust shall preserve copies of this Amended Plan and any related agreements and all reports made pursuant to paragraph 4 hereof, for a period of not less than six years from the date of this Amended Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place. Page 3 EX-99.M.13.B 7 exh13-b.txt DISTRIBUTION AND SHAREHOLDER SERVICING PLAN PURSUANT TO RULE 12B-1 GROWTH FLEX FUND MARKET OPPORTUNITIES FUND WHEREAS, The WWW Funds (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 Shares of the Trust, as defined in the Trust's Amended and Restated Declaration of Trust, are issued in series; and WHEREAS, one series of Shares has been designated the Growth Flex Fund and another series of Shares has been designated the Market Opportunities Fund (each, a "Fund" and together, the "Funds"); and WHEREAS, on December 7, 2002, the Board of Trustees of the Trust (the "Board") approved a multi-class plan (the "Rule 18f-3 Plan") pursuant to which each Fund will issue Shares in the following four classes: Class A Shares, Class B Shares, Class C Shares and Class Y Shares; and WHEREAS, the Trust desires to adopt this Distribution and Shareholder Servicing Plan (the "Plan") pursuant to Rule 12b-1 under the Act with respect to the Funds, and the Board has determined that there is a reasonable likelihood that adoption of this Plan will benefit each of the Funds and its shareholders; NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions: 1. (a) The Trust shall pay a shareholder servicing and distribution fee at the annual rate specified below: o 0.50% of the average daily net asset value of the Class A Shares of each Fund o 1.00% of the average daily net asset value of the Class B Shares of each Fund o 1.00% of the average daily net asset value of the Class C Shares of each Fund o 0.50% of the average daily net asset value of the Class Y Shares of each Fund (b) Such fee will be used in its entirety to make payments for administration, shareholder services, and marketing and distribution assistance, including, but not limited to (i) compensation to the Trust's investment adviser (the "Manager"), the Trust's distributor, (the "Distributor"), securities dealers and other organizations (each a "Service Organization" and collectively, the "Service Organizations"), for providing Page 1 distribution assistance with respect to assets invested in the Funds, (ii) compensation to Service Organizations for providing administration, accounting and other shareholder services with respect to shareholders of the Funds, and (iii) otherwise promoting the sale of Shares of the Funds, including paying for the preparation of advertising and sales literature and the printing and distribution of such promotional materials to prospective investors. The Manager or the Distributor 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 Manager or the Distributor. (c) For the purposes of determining the fees payable under this Plan, the average daily net asset value of a class of Shares of a Fund shall be computed in the manner specified in the Trust's charter documents as then in effect for the computation of the average daily net asset value of the class of Shares of the Fund. (d) Only payments for administration, shareholder services, and marketing and distribution assistance properly attributable to the sale of a class of Shares of a Fund may be allocated to such class of Shares. Payments for administration, shareholder services, and marketing and distribution assistance attributable to the sale of more than one class of Shares of a Fund will be allocated at least annually to each class of Shares based upon the ratio in which the sales of each class of Shares bears to the sales of all Shares of the Fund. For this purpose, Shares issued upon reinvestment of dividends or distributions will not be considered sales. 2. This Plan shall not take effect until it, together with any Plan-related agreement, has been approved by vote of a majority of both (a) the 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. 3. This Plan shall remain in effect until December 6, 2003 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 2. 4. The Manager and the Distributor 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 incurred. 5. This Plan may be terminated as to any class of Shares of a Fund at any time by vote of a majority of the Rule 12b-1 Trustees or by a vote of a majority of the outstanding Shares of the applicable class. Page 2 6. This Plan may not be amended to increase materially the amount of compensation payable by a class of Shares of a Fund pursuant to paragraph 1 hereof unless such amendment is approved by a vote of the majority (as defined in the Act) of the outstanding Shares of the applicable class. No material amendment to the Plan shall be made unless approved in the manner provided in paragraph 2 hereof. 7. 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. 8. The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 4 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place. Page 3 EX-99.M.13.C 8 exh13-c.txt 1 THE WWW FUNDS SHAREHOLDER SERVICE AGREEMENT The Shareholder Service Agreement (the "Agreement") has been adopted pursuant to the Rule 12b-1 under the Investment Company Act of 1940, by The WWW Funds (the "Trust"), under a Distribution Plan (the "Plan") adopted pursuant to said Rule for each of the mutual funds listed on Schedule A (the "Funds"). This Agreement, being made between Interactive Planning Corp., Inc., (the "Distributor"), solely as agent for such Funds and the undersigned authorized dealer, defines the services to be provided by the authorized dealer for which it is to receive payments pursuant to the Plan adopted by each of the Funds. The Plan and the Agreement have been approved by a majority of the trustees of the Trust, including a majority of the trustees who are not interested persons of such Trust, and who have no direct or indirect financial interest in the operation of the Plan or related agreements (the "Disinterested Trustees"), by votes cast in person at a meeting called for the purpose of voting on the Plan. Such approval included a determination that in the exercise of their reasonable business judgment and light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit each such Fund and its shareholders. 1. To the extent that you provide distribution-related and continuing personal shareholder services to customers who may, from time to time, directly or beneficially own shares of the Funds, including but not limited to, distributing sales literature, answering routine customer inquiries regarding the Funds, assisting customers in changing dividend options, account designation and addresses, and in enrolling into any of several special investment plans offered in connection with the purchase of the Funds' shares, assisting in the establishment and maintenance of customer accounts and records and in the processing of purchase and redemption transactions, investing dividends and capital gains distributions automatically in shares and providing such other services as the Funds or the customer may reasonably request, we, solely as agent for the Funds, shall pay you a fee periodically or arrange for such fee to be paid to you. 2. The fee paid with respect to each Fund will be calculated at the end of each calendar quarter for each business day of the Fund during such payment period at the annual rate set forth in Schedule A as applied to the average net asset value of the shares of such Fund purchased or acquired through exchange on or after the date of this agreement. Fees calculated in this manner shall be paid to you only if your firm is the dealer of record at the close of business on the last business day of the applicable quarter, for the account in which such shares are held (the "Subject Shares"). In cases where the Distributor has advanced payment to you of the first year's fee for shares sold at net asset value and subject to a contingent deferred sales charge, no additional payments will be made to you during the first year the Subject Shares are held. Page 1 3. The total of the fees calculated for each of the Funds for each calendar quarter shall be billed to the Distributor following the end of such quarter with detailed data supporting your calculation of the fees payable. Payment will be made to you within 30 days after receipt of such bill. 4. We reserve the right to withhold payment with respect to the Subject Shares purchased by you and redeemed by a Fund within seven (7) business days after the date of our confirmation of such purchase. The Distributor reserves the right at any time to impose minimum fee payment requirements before any periodic payments will be made to you hereunder. 5. This Agreement does not require any broker-dealer to provide transfer agency and recordkeeping related services as nominee for its customers. 6. You shall furnish the Distributor and the Funds with such information as shall reasonably be requested either by the trustees of the Trust or by the Distributor with respect to the fees paid to you pursuant to this Agreement. 7. The Distributor shall furnish the trustees of the Trust, for their review on a quarterly basis a written report of the amounts expended under the Plan by the Distributor and the purposes for which such expenditures were made. 8. Neither you nor any of your employees or agents are authorized to make any representation concerning shares of the Funds except those contained in the then current Prospectus or Statement of Additional Information for the Funds, and you shall have no authority to act as agent for the Funds or for the Distributor. 9. The Distributor may enter into other similar Shareholder Service Agreements with any other person without your consent. 10. This Agreement may be amended at any time without your consent by the Distributor mailing a copy of an amendment to you at address set forth below. Such amendment shall become effective on the date specified in such amendment unless you elect to terminate this Agreement within thirty (30) days of your receipt of such amendment. 11. This Agreement may be terminated with respect to any Fund at any time without payment of any penalty by the vote of a majority of the trustees of such Fund who are Disinterested Trustees or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice. It will be terminated by any act, which terminates the Selected Dealer Agreement between your firm and the Funds, and in any event, it shall terminate automatically in the event of its assignment as that term is defined in the 1940 Act. Page 2 12. This Agreement shall become effective upon execution and delivery hereof and shall continue in full force and effect as long as the continuance of the Plan and this related Agreement are approved at least annually by a vote of the Trustees, including a majority of the Dis-interested Trustees, cast in person at a meeting called for the purpose of voting thereon. All communications to the Distributor should be sent to the address as shown at the bottom of this Agreement. Any notice to you shall be duly given if mailed or telegraphed to you at the address specified by you below. 13. You represent that you provide to your customers who own shares of the Funds personal services as defined from time to time in applicable regulations of the National Association of Securities Dealers, Inc., and that you will continue to accept payments under this Agreement only so long as you provide such services. 14. This Agreement shall be construed in accordance with the laws of the Commonwealth of Kentucky. INTERACTIVE PLANNING CORP. ----------------------------------- Date:__________________________ By: X_____________________________ Signature LAWRENCE YORK ------------- Print Name PRESIDENT --------- Title The undersigned agrees to abide by the foregoing terms and conditions. ------------------------------------ Date:___________________________ By: X______________________________ Signature ------------------------------------ Print Name ------------------------------------ Title ------------------------------------ Dealer's Name ------------------------------------ Address ------------------------------------ City State Zip ------------------------------------ Telephone Please sign both copies and return to: Interactive Planning Corp. 131 Prosperous Place, Suite 17 Lexington, Kentucky 40509 Page 3 SCHEDULE A NAME OF SERIES ANNUAL FEE* WWW INTERNET FUND .25% CLASSES A, C & Y GROWTH FLEX FUND CLASSES A, C & Y .25% MARKET OPPORTUNITIES FUND .25% CLASSES A, C & Y Page 4 EX-99.N.14 9 exh-14.txt THE WWW FUNDS MULTI-CLASS PLAN UNDER RULE 18F-3 DECEMBER 7, 2002 I. INTRODUCTION The purpose of this Plan (the "Plan") is to specify the attributes each of the classes of shares offered by The WWW Funds (the "Trust"), including the sales loads, expense allocations, conversion features, and exchange features of each class, as required by Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust offers shares of beneficial interest in separate series (each, a "Fund" and together, the "Funds") and different share classes (each, a "Class" and together, the "Classes"). Attached as Exhibit A, which may be amended from time to time, is a list of the Funds and the Classes. II. CLASSES OF SHARES Each Class shall represent an equal pro rata interest in the applicable Fund, and generally, shall have identical voting, dividend, liquidation and other rights, obligations, preferences, powers, restrictions, limitations, qualifications, and terms and conditions, except that: (a) each Class shall have a different designation; (b) each Class may have a different sales charge structure; (c) each Class may have different exchange privileges and different conversion features as described below; (d) each Class shall have a different arrangement for shareholder services or the distribution of shares or both and shall pay all of the expenses of that arrangement; (e) each Class may pay a different share of other expenses, not including advisory or custodial fees or other expenses related to the management of the applicable Fund's assets, if these expenses are actually incurred in a different amount by that Class or if the Class receives services of a different kind or to a different degrees than other Classes; (f) each Class may pay a different advisory fee to the extent that any difference in the amount paid is the result of the application of the same performance fee provisions in the investment management agreement to the different investment performance of each Class. (g) each Class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement; and Page 1 (h) each Class shall have separate voting rights on any matter submitted to shareholders in which the interests of one Class differ from the interests of any other Class. III. ALLOCATION OF EXPENSES A. ALLOCATION OF TRUST EXPENSES AND FUND EXPENSES To the extent practicable, expenses other than Class Expenses as described below shall be subtracted from the gross income allocated to each Class of a Fund on the basis of net assets of each Class of the Fund. Expenses other than Class Expenses include: (1) expenses incurred by the Trust (for example, fees of Trustees, auditors, and legal counsel) not attributable to a particular Fund or to a particular Class ("Trust Expenses") and (2) expenses incurred by a particular Fund (for example, advisory fees if no performance fee provision is applicable, custodial fees, or other expenses relating to the management of the Fund's assets) not attributable to any particular Class of the Fund ("Fund Expenses"). B. ALLOCATION OF CLASS EXPENSES Payments made pursuant to any arrangement for shareholder services or the distribution of shares or both of a particular Class of a Fund shall be allocated to the particular Class for which such expenses are incurred. Each Class of each Fund shall pay other expenses attributable to that particular Class (the "Other Class Expenses"). Other Class Expenses shall be limited to: (1) transfer agent fees attributable to a specific Class; (2) printing and postage expenses related to preparing and distributing materials, such as shareholder reports, prospectuses and proxy materials, to current shareholders for a specific Class; (3) fees incurred by a Class with respect to filings with state securities regulators relating solely to a Class; (4) Securities and Exchange Commission registration fees incurred by a specific Class; (5) the expense of administrative personnel and services to support the shareholders of a specific Class; (6) litigation or other legal expenses relating solely to a specific Class; (7) Trustees' fees or expenses incurred as a result of issues relating solely to a specific Class; (8) advisory fees if the amount to be paid by a specific Class is the result of the application of the same performance fee provisions in the applicable investment management agreement to the investment performance of the Class; and Page 2 (9) any additional expenses not specifically identified above that are subsequently identified and determined by the officers of the Trust to be properly attributable to a specific Class and approved by the Board of Trustees of the Trust, in light of the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended. IV. CLASS A SHARES Class A Shares of each Fund are offered at the net asset value plus an initial sales charge as set forth in the Trust's then-current prospectus (the "Prospectus"). The initial sales charge may be waived or reduced with respect to certain types of purchases, as described in the Prospectus. As described in the Prospectus, a redemption fee may apply to certain redemptions made within a specified period and a short-term trading fee may apply in certain circumstances. Class A Shares of a Fund may be exchanged for Class A Shares of another Fund of the Trust, subject to any sales charge differential. Class A Shares of each Fund pay an annual fee of 0.50% of the average daily net assets of a Fund's Class A Shares under the applicable Rule 12b-1 Plan, for distribution-related activities or as a service fee, as described in the Rule 12b-1 Plan. V. CLASS B SHARES Class B Shares of each Fund are offered without an initial sales charge but are subject to a contingent deferred sales charge payable upon certain redemptions as set forth in the Prospectus. The deferred sales charge may be waived or reduced under certain circumstances as described in the Prospectus. Class B Shares of each Fund may be exchanged for Class B Shares of another Fund of the Trust, based on their relative net asset values. Class B Shares of a Fund will automatically convert to Class A Shares of the Fund on the first business day of the month in which the sixth (6th) year anniversary of the issuance of such Class B Shares occurs. The conversion will be effected at the relative net asset values per share of the two classes of shares, without the imposition of any sales charge or other fee. Class B Shares of each Fund pay an annual fee of 1.00% of the average daily net assets of a Fund's Class B Shares under the applicable Rule 12b-1 Plan for distribution-related activities or as a service fee, as described in the Rule 12b-1 Plan. VI. CLASS C SHARES Class C Shares of each Fund are offered at net asset value. Page 3 As described in the Prospectus, a redemption fee may apply to certain redemptions made within a specified period and a short-term trading fee may apply in certain circumstances. Class C Shares of each Fund may be exchanged for Class C Shares of another Fund of the Trust, based on their relative net asset values. Class C Shares of each Fund pay an annual fee of 1.00% of the average daily net assets of a Fund's Class C Shares under the applicable Rule 12b-1 Plan for distribution-related activities or as a service fee, as described in the Rule 12b-1 Plan. VII. CLASS Y SHARES Class Y Shares of each Fund are offered at net asset value. As described in the Prospectus, a redemption fee may apply to certain redemptions made within a specified period and a short-term trading fee may apply in certain circumstances. Class Y Shares of each Fund may be exchanged for Class Y Shares of another Fund of the Trust, based on their relative net asset values. Class Y Shares of each Fund pay an annual fee of 0.50% of the average daily net assets of a Fund's Class Y Shares under the applicable Rule 12b-1 Plan for distribution-related activities or as a service fee, as described in the Rule 12b-1 Plan. Page 4 THE WWW FUNDS MULTI-CLASS PLAN UNDER RULE 18F-3 DECEMBER 7, 2002 EXHIBIT A ............................................. ............................ Fund Classes of Shares ............................................. ............................ ............................................. ............................ WWW Internet Fund Class A Class B Class C Class Y ............................................. ............................ ............................................. ............................ Growth Flex Fund Class A Class B Class C Class Y ............................................. ............................ ............................................. ............................ Market Opportunities Fund Class A Class B Class C Class Y ............................................. ............................ Page 5 -----END PRIVACY-ENHANCED MESSAGE-----