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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.
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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 ▇▇▇▇.
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.
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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.
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Date:__________________________ By: X_____________________________
Signature
▇▇▇▇▇▇▇▇ YORK
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Print Name
PRESIDENT
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Title
The undersigned agrees to abide by the foregoing terms and conditions.
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Date:___________________________ By: X______________________________
Signature
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Print Name
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Title
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Dealer's Name
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Address
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City State Zip
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Telephone
Please sign both copies and return to:
Interactive Planning Corp.
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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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
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