SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2)
[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

WWW TRUST
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction
applies:

Shares of beneficial interest, par value $.001 per share
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(2) Aggregate number of securities to which transaction applies:

N/A
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

N/A
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(4) Proposed maximum aggregate value of transaction:

N/A
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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

WWW TRUST
131 Prosperous Place, Suite 17
Lexington, Kentucky 40509

DEAR SHAREHOLDER:

You are cordially invited to attend a special meeting of shareholders
(the "Meeting") of WWW Trust: WWW Internet Fund (the "Fund") to be held on
Wednesday, October 25, 2000, at 1:00 p.m., at the Lexington Club, located at 170
Esplanade, Lexington, Kentucky. Parking is available in the parking garage of
the Bank One of Lexington Building.

At the Meeting, shareholders will be asked to amend certain fundamental
investment policies of the Fund, to elect members of the Fund's Board of
Trustees, and to approve the selection of the Independent Auditor of the Fund.
This proxy statement is being furnished in connection with the solicitation of
proxies by the Board of Trustees of the Fund. I strongly believe these proposals
are in the best interest of all shareholders and ask you to vote FOR them. All
proposals have the full support of the Fund's Board of Trustees.

Although the Board of Trustees would like very much to have each
shareholder attend the Meeting, they realize that this is not possible. Whether
or not you plan to be present at the Meeting, your vote is needed. PLEASE
COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. We look forward to
seeing you at the Meeting or receiving your proxy card so your shares may be
voted at the Meeting. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR THIS PURPOSE.

Sincerely yours,

/s/____________________________________
Lawrence S. York, Chairman of the Board

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO
POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.

WWW TRUST
131 Prosperous Place, Suite 17
Lexington, Kentucky 40509

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 25, 2000

A special meeting of shareholders ("Meeting") of WWW Trust: WWW
Internet Fund (the "Fund"), will be held on Wednesday, October 25, 2000, at 1:00
p.m., at the Lexington Club, located at 170 Esplanade, Lexington, Kentucky to
vote on the following proposals:

PROPOSAL 1. To approve amendments to the Fund's fundamental investment
policies relating to:

(a) borrowing transactions;

(b) lending transactions; and

PROPOSAL 2. To elect members of the Fund's Board of Trustees.

PROPOSAL 3. To approve the selection of the Independent Auditor of the
Fund.

PROPOSAL 4. Any other matters that may properly come before the
Meeting. (The Board of Trustees of the Fund does not know of any other matter
that will come before the Meeting.)

Only shareholders of record at the close of business on Tuesday,
September 26, 2000 are entitled to vote at the Meeting and any adjournments
thereof.

______________________
Diane Snapp, Secretary

October 7, 2000

WWW TRUST
131 Prosperous Place, Suite 17
Lexington, Kentucky 40509

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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 25, 2000

INTRODUCTION

This Proxy Statement ("Proxy Statement") is being furnished to
shareholders of WWW Trust: WWW Internet Fund (the "Fund") in connection with the
solicitation of proxies by the Board of Trustees of the Fund for use at the
Special Meeting of Shareholders (including any adjournments or postponements
thereof) to be held on Wednesday, October 25, 2000 at 1:00 p.m., at the
Lexington Club, located at 170 Esplanade, Lexington, Kentucky (such meeting and
any adjournments and postponements thereof are hereinafter referred to as the
"Meeting") for the purposes set forth in the accompanying Notice of the Special
Meeting of Shareholders.

Shareholders of the Fund of record at the close of business on
September 26, 2000 (the "Record Date") are the only shareholders (the
"Shareholders") entitled to vote at the Meeting. 2,635,445.2150 shares of the
Fund were issued and outstanding as OF September 26, 2000. Each share is
entitled to one vote and each fractional share is entitled to a proportionate
fractional vote on each matter to be acted upon at the Meeting by the
Shareholders.

This Proxy Statement and Notice of Special Meeting of Shareholders with
accompanying proxy card ("Proxy") are being mailed to Shareholders on or about
October 7, 2000.

THE PROPOSALS

MATTERS TO BE CONSIDERED AT THE MEETING

At the Meeting, the Shareholders will consider and vote upon:

PROPOSAL 1. To approve amendments to the Fund's fundamental investment
policies relating to (none of which will change the investment objective of the
Fund):

(a) borrowing transactions;

(b) lending transactions; and

PROPOSAL 2. To elect the Fund's Board of Trustees.

PROPOSAL 3. To approve the selection of the Independent Auditor of the
Fund.

PROPOSAL 4. Any other matters that may properly come before the
Meeting. (The Board of Trustees of the Fund does not know of any other matter
that will come before the Meeting.)

PROPOSAL NO. 1
TO APPROVE AMENDMENTS TO CERTAIN FUNDAMENTAL INVESTMENT POLICIES

The Board of Trustees is submitting for approval by the Shareholders
the following proposals to amend three of the Fund's fundamental investment
policies relating to (a) borrowing transactions, (b) lending transactions, and
(c) investments in securities of other investment companies. The Board of
Trustees approved these proposals by unanimous written action dated September
26, 2000.

For the reasons described below, the Board of Trustees believes that
the proposed changes are in the best interests of the Shareholders and
recommends that the Shareholders approve each of the proposed amendments.
Fundamental investment policies may be changed only with shareholder approval.

If the proposed changes to the Fund's fundamental investment policies
are approved by the Shareholders at the Meeting, the Fund's prospectus and
statement of additional information will be revised as appropriate to reflect
the changes. The changes proposed in Proposals No. 1(a), 1(b) and 1(c) will not
result in a change to the investment objective of the Fund.

PROPOSAL NO. 1(a): AMEND THE FUNDAMENTAL INVESTMENT POLICY WITH RESPECT TO THE
FUND'S ABILITY TO ENGAGE IN BORROWING TRANSACTIONS

The Fund's current fundamental investment policy number 4 concerning
borrowing money states that the Fund shall not:

Borrow money, except to the extent permitted under the 1940 Act. The
1940 Act permits an investment company to borrow in an amount up to 33
1/3% of the value of such company's total assets. For purposes of this
Investment Restriction, the entry into options, forward contracts,
futures contracts, including those relating to indexes, and options on
futures or indexes shall not constitute borrowing.

The proposed change would amend the Fund's fundamental investment
policy relating to borrowing transactions to state that the Fund shall not:

Borrow money, except to the extent permitted under the 1940 Act or by
exemptive order of the Securities and Exchange Commission. For purposes
of this Investment Restriction, the entry into options, forward
contracts, futures contracts, including those relating to indexes, and
options on futures or indexes shall not constitute borrowing.

The proposed change to the Fund's fundamental investment policy would
allow the Fund to borrow money from persons other than banks, to the extent
consistent with applicable law or any exemptive relief granted by the Securities
and Exchange Commission (the "SEC"). The proposed change is designed to permit
the Fund the greatest degree of flexibility permitted by law or any exemptive
relief granted by the SEC in pursuing its investment program.

Current law prohibits the Fund from borrowing from other mutual funds
in the WWW Trust complex (each, a "Fund of WWW Trust"). If the proposed
amendment to the Fund's fundamental investment policy on borrowing is approved
by the Shareholders, then the Fund (and other Funds of WWW Trust) intend to
apply to the SEC for an exemption from this prohibition on interfund borrowing
of money. There is, of course, no assurance that the SEC would grant such
request. If the SEC did grant the request, the Fund would be allowed to borrow
from other Funds of WWW Trust. The ability to engage in borrowing transactions
with other participating Funds of WWW Trust as part of a program, referred to as
the "interfund lending program", may allow the Fund to incur lower costs and
obtain lower interest rates on money borrowed.

Approval of this Proposal No. 1(a) will not by itself result in
implementation of the interfund lending program. Among other things, any such
program would be subject to receipt of an SEC exemptive order.

In addition to the proposed change to the fundamental investment policy
relating to borrowing, the Shareholders are being asked to vote on an amendment
to the Fund's fundamental investment policy on lending (in Proposal No. 1(b)).
If only one of the two proposals is adopted, then the Fund's fundamental
investment policies will be amended only to the extent of shareholder approval.

If both Proposal 1(a) and 1(b) are adopted and the Fund were to
participate in an interfund lending program, there is a risk that a borrowing
Fund of WWW Trust could have a loan recalled and the borrowing Fund of WWW Trust
might then have to borrow from a bank at higher costs and a higher interest rate
if money could not be borrowed from another Fund of WWW Trust. There is also a
risk that a lending Fund of WWW Trust could experience a delay in obtaining
prompt repayment of a loan. A lending Fund of WWW Trust would not necessarily
have received collateral for its loan, although it could require that collateral
be provided as a condition for making an interfund loan. A delay in obtaining
prompt payment could cause a lending Fund of WWW Trust to miss an investment
opportunity or to incur costs to borrow money to replace the delayed payment. In
determining to recommend this Proposal No. 1(a) to the Shareholders for
approval, the Board of Trustees considered that the benefits to the Fund of
participating in the program outweigh the possible risks of such participation.

Although the Fund does not currently intend to apply for any other SEC
exemptive order with respect to other potential lenders to the Fund, the change
in the investment policy, if approved by the Shareholders, will enable the Fund
to further increase its ability to borrow from persons other than banks without
shareholder approval (but subject to the approval of the Board of Trustees) by
applying for other SEC exemptive orders. This may subject the Fund to additional
risks.

PROPOSAL NO. 1(b): AMEND THE FUNDAMENTAL INVESTMENT POLICY WITH RESPECT TO THE
FUND'S ABILITY TO ENGAGE IN LENDING TRANSACTIONS

The Fund's current fundamental investment policy number 5 concerning
making loans states that the Fund shall not:

Make loans to others, except through the purchase of debt obligations
and the entry into repurchase agreements. However, WWW Internet Fund
may lend its portfolio securities in an amount not to exceed 33 1/3% of
the value of its total assets.

The proposed change would amend the Fund's fundamental investment
policy relating to lending transactions to state that that the Fund shall not:

Make loans, except through (i) the purchase of debt obligations; (ii)
the entry into repurchase agreements; (iii) loans of portfolio
securities limited to 33 1/3% of the Fund's total assets; and (iv) as
otherwise permitted by exemptive order of the Securities and Exchange
Commission.

The proposed amendment to the Fund's fundamental investment policy
would facilitate the future development and adoption of an interfund lending
program with other Funds of WWW Trust, as described above. The proposed change
is designed to permit the Fund the greatest degree of flexibility permitted by
law or any exemptive relief granted by the SEC in pursuing its investment
program. The nature of the interfund lending program and the risks associated
with the Fund's participation therein are set forth above under Proposal No.
1(a). The Shareholders are being asked to consider, and vote separately, on the
Fund's fundamental investment policies relating to borrowing and lending.

In determining to recommend this Proposal No. 1(b) to the Shareholders
for approval and to facilitate the future development and implementation of an
interfund lending program, the Board of Trustees considered that the interfund
lending program: (i) may benefit the Fund by providing it with greater
flexibility to engage in lending transactions; and (ii) could facilitate the
Fund's ability to earn a higher return on short-term investments by allowing it
to lend cash to other Funds of WWW Trust. Implementation of interfund lending
would be accomplished consistent with applicable regulatory requirements,
including the provisions of any order the SEC might issue to the Fund and to
other Funds of WWW Trust. The Fund has not yet applied for such order, and there
can be no assurance that any such order would be granted, even if applied for.

Although the Fund does not currently intend to apply for any other SEC
exemptive order with respect to this policy, the change in the investment
policy, if approved by the Shareholders, will enable the Fund to further amend
this policy without shareholder approval (but subject to the approval of the
Board of Trustees) by applying for other SEC exemptive orders. This may subject
the Fund to additional risks. The Fund will continue to be able to engage in
loans of portfolio securities up to 33 1/3% of its total assets whether or not
the Shareholders approve Proposals 1(a) and 1(b).

PROPOSAL NO. 1(c): AMEND THE FUNDAMENTAL INVESTMENT POLICY WITH RESPECT TO
INVESTMENTS IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund's current fundamental investment policy number 16 concerning
investments in securities of other investment companies states that the Fund
shall not:

Purchase securities of other investment companies, except by purchase
in the open market where no commission or profit to a sponsor or dealer
results from the purchase other than the customary broker's commission
or except when the purchase is part of a plan of merger, consolidation,
reorganization or acquisition, and provided that any such purchase is
permitted under the 1940 Act.

The proposed change would amend the Fund's fundamental investment
policy relating to investments in securities of other investment companies to
state that that the Fund shall not:

Purchase securities of other investment companies, including securities
of other Funds of the WWW Trust, except as permitted under the 1940 Act
and the Rules thereunder, as amended from time to time, or by any
exemptive relief granted by the Securities and Exchange Commission.

The proposed change is designed to permit the Fund the greatest degree
of flexibility permitted by law or any exemptive relief granted by the SEC in
pursuing its investment program. The proposed amendment to the Fund's
fundamental investment policy would allow the Fund to invest in securities of
other investment companies which would include other Funds of the WWW Trust to
the extent consistent with applicable law or any exemptive relief granted by the
SEC. Under current provisions of the Investment Company Act of 1940 (the
"Investment Company Act"), the Fund may invest up to 10% of its total assets in
the securities of other registered investment companies, may invest not more
than 5% of its total assets in the securities of any one registered investment
company and may not own more than 3% of an investment company's outstanding
voting securities.

The Board of Trustees anticipates that a primary benefit of investing
in other investment companies will be the ability to obtain higher yields than
would be available from current investment alternatives. It is also anticipated
that by investing in other investment companies, the Fund would have access to a
lower cost alternative for making short-term liquid investments than is
presently available. Under no circumstances will the Fund or Funds of the WWW
Trust permit duplication of fees and expenses as a result of investments in
other investment companies.

Although the Fund does not currently intend to apply for a SEC
exemptive order with respect to the restriction limiting the percentage amount
of investment in other investment companies, the change in the investment
policy, if approved by the Shareholders, will enable the Fund to further amend
this restriction without shareholder approval (but subject to the approval of
the Board of Trustees) by applying for SEC exemptive orders. This may subject
the Fund to additional risks.

REQUIRED VOTE FOR THE AMENDMENT OF FUNDAMENTAL INVESTMENT POLICIES

Approval of each of Proposals No. 1(a), 1(b), and 1(c) requires the
affirmative vote of a majority of the Fund's outstanding voting securities, as
defined in the Investment Company Act of 1940, as amended, to mean the lesser of
(a) 67% or more of the shares of the Fund present at the Meeting, if the holders
of more than 50% of the outstanding shares of the Fund are present or
represented by proxy, or (b) more than 50% of the outstanding shares of the
Fund.

THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" PROPOSALS NO. 1(A), 1(B), AND 1(C).

PROPOSAL NO. 2
ELECTION OF BOARD OF TRUSTEES

The Shareholders will also vote upon the election of five nominees to
the Board of Trustees at the Meeting. Because the Fund does not hold regular
annual shareholder meetings, each nominee, if elected, will hold office until
his successor is elected and qualified or until his earlier death, resignation
or removal. The nominees for election as Trustees are listed below. The persons
named in the accompanying Proxy intend, in the absence of contrary instructions,
to vote all Proxies in favor of the election of such nominees. A Shareholder
using the Proxy can vote for or against any or all of the nominees. If you give
no voting instructions, but return an executed Proxy, your shares will be voted
for all nominees named herein for Trustee. Should any of the nominees become
unable or unwilling to accept nomination or election prior to the Meeting, the
persons named in the Proxy will exercise their voting power to vote for such
substitute person or persons as the management of the Fund may recommend. All of
the nominees have consented to being named in this Proxy Statement and to serve
if elected. The Fund knows of no reason why any nominee would be unable or
unwilling to serve if elected.

INFORMATION REGARDING NOMINEES FOR THE BOARD OF TRUSTEES

The following information is provided for each of the five nominees. It
includes his name, number of shares of the Fund beneficially owned, principal
occupation(s) or employment during the past five years.

SHARES % OF
NAME OF NOMINEE AGE OWNED FUND PRINCIPAL OCCUPATION; SERVICE AS TRUSTEE
- --------------- --- ----- ---- ----------------------------------------

Lawrence S. York(1) (2) 49 1220.192 -- Trustee, Chairman of the Board and President of the
131 Prosperous Place, Suite 17 Trust; President, Capital Advisors Group, Inc.
Lexington, Kentucky 40509 (financial planning and investment advisory firm);
President, WWW Advisors, Inc. (investment advisor);
Director, Guthrie York & Co., Inc. (financial services);
Director, Visual Net, Inc. (developmental internet
software); President and licensed sales representative,
Interactive Planning Corp. (broker-dealer) since
January 1, 1999; licensed sales representative,
B.D. Holdings, Inc. (broker-dealer) (September-December
1998); President (until June 1997) and licensed sales
representative (until August 1998) of RH York & Company,
Inc. (broker-dealer).

James D. Greene(1) (2) 43 51.466 -- Trustee, Vice President and Treasurer of the Trust;
312 Breezewood Court Senior Strategy Consultant, i2Technologies; Senior
Suwanee, Georgia 30024 Product Manager, NCR Corp. (manufacturer of retail
point-of-sale systems) (1997 to 2000); Executive Senior
Vice President of WWW Advisors, Inc. (investment
advisor); formerly Marketing Strategist, Lexmark
International, Inc. (manufacturer of network personal
computer and office electronics) (1991-1997).

Charles F. Haywood 73 0 0 Trustee of the Trust; National City Bank Professor of
348 Business & Economics Finance, University of Kentucky; Member, Board of
University of Kentucky Directors, The Pittston Company.
Lexington, Kentucky 40506

Robert C. Thurmond 49 0 0 Trustee of the Trust; Director, Telecommunications
Quality Communications, Inc. Research Center, University of Louisville, until 1997;
9931 Corporate Campus Drive Manager, Knowledge Creation Group, Quality
Suite 1000 Communications, Inc. since 1998.
Louisville, KY 40223

Tim DiDiego 42 0 0 Director of Corporate Strategy and Business Development,
1704 Fox Head Court LexMark International Inc. (since 1998); Director of
Lexington, KY 40515 Worldwide Business Development, LexMark International
Inc. (1996-1998); Manager of Worldwide Pricing and
Special Bids, LexMark International Inc. (1994-1995);
Board of Directors for Bluegrass Technology Center for
People with Disabilities.
<FN>
* Less than 1%
(1) Shares of the Fund beneficially owned directly or indirectly as of
September 26, 2000.
(2) Deemed to be an "interested person" of the Fund for purposes of the
Investment Company Act by virtue of an affiliation with WWW Trust.
</FN>

COMPENSATION OF TRUSTEES

The Fund pays each of its Trustees who is not affiliated with the
Manager $2,000 per quarter, in addition to certain travel and out-of-pocket
expenses. Chairmen of each Committee of the Board of Trustees receive no
compensation for each meeting of such Committee they attend. Trustees of the
Fund who were not affiliated persons of the Trust as a group received aggregate
compensation of $10,000 from the Trust during its fiscal year ended June 30,
2000. The following table sets forth information concerning compensation
received by Trustees of the Trust during the year ending June 30, 2000.

PENSION OR RETIREMENT
AGGREGATE BENEFITS ESTIMATED ANNUAL TOTAL COMPENSATION
COMPENSATION ACCRUED AS PART OF BENEFITS UPON FROM FUND
NAME OF PERSON FROM TRUST FUND EXPENSES RETIREMENT PAID TO TRUSTEES
- -------------- ---------- ------------- -------------- ----------------

Lawrence S. York $0.00 0 0 $0.00
James D. Greene $0.00 0 0 $0.00
Charles F. Haywood $5,000.00 0 0 $5,000.00
Robert C. Thurmond $5,000.00 0 0 $5,000.00

MEETING OF BOARD OF TRUSTEES

The current Board of Trustees met five times during the fiscal year
ended June 30, 2000. Each of the four Trustees were present at each such
meeting. The current Audit Committee, which consists of two independent
Trustees, was formed after the selection of Berge & Company LTD. as the Fund's
independent public auditor and did not meet during the fiscal year ended June
30, 2000. The function of the Audit Committee is to advise the Board of Trustees
with regard to the appointment of the Fund's independent accountants, review and
approve audit and non-audit services of the Fund's independent accountants, and
meet with the Fund's financial officers to review the conduct of accounting and
internal controls. The Board has no compensation or nominating committees.

REQUIRED VOTE FOR THE ELECTION OF TRUSTEES

If a quorum is present in person or by proxy, the favorable vote of a
majority of shares represented at the Meeting is required to elect Trustees. The
presence at the Meeting of the holders of 30% of the outstanding shares of the
Fund as of the Record Date, either in person or by Proxy, constitutes a quorum.
If any nominee is not approved by the Shareholders, the Board will consider
alternative nominations.

THOSE SHAREHOLDERS WHO WISH TO VOTE FOR OR AGAINST ALL OF THE NOMINEES FOR THE
BOARD OF TRUSTEES MAY CHECK A SINGLE BOX ON THE PROXY CARD, OR MAY VOTE FOR OR
AGAINST THE NOMINEES INDIVIDUALLY.

THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR ALL
NOMINEES.

PROPOSAL NO. 3
TO APPROVE THE SELECTION OF THE INDEPENDENT AUDITOR

By unanimous written action dated September 26, 2000, the Board, including all
of the Trustees who are not "interested persons" as defined in the Investment
Company Act, as well as the Trustees who are members of the Audit Committee,
selected Berge & Company LTD. to act as the independent auditors of the Trust
for the fiscal year ending June 30, 2001.

Berge & Company LTD. has advised the Trust that it is an independent
auditing firm and has no direct financial or material indirect financial
interest in the Trust. Representatives of Berge & Company LTD. are not expected
to be at the Meeting but have been given the opportunity to make a statement if
they wish, and will be available telephonically should any matter arise
requiring their participation.

REQUIRED VOTE FOR THE APPROVAL OF THE SELECTION OF THE INDEPENDENT AUDITOR

If a quorum is present in person or by proxy, the favorable vote of a
majority of shares represented at the Meeting is required to approve the
selection of the Independent Auditor. The presence at the Meeting of the holders
of 30% of the outstanding shares of the Fund as of the Record Date, either in
person or by Proxy, constitutes a quorum.

THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
PROPOSAL NO. 3.

PROXY VOTING AND SHAREHOLDER MEETINGS

PROXY SOLICITATION METHODS AND COSTS

The Fund may solicit shareholder proxies in a variety of ways. All
shareholders who are entitled to vote will receive these proxy materials by
mail. Officers and employees of WWW Advisors, Inc., the Fund's manager (the
"Manager"), may solicit proxies in person, by telephone, or through the
Internet. The Manager, its officers, and its employees will not be compensated
for their solicitation activities. The Fund may also arrange for an outside
firm, Shareholder Communications Corporation, to solicit votes by telephone on
the Fund's behalf. The use of Shareholder Communications Corporation is expected
to cost the Fund approximately $23,000, but this method of solicitation will be
employed only after other more cost-effective means of solicitation have been
exhausted.

Expenses associated with soliciting proxies from the Fund's
shareholders will be borne by the Fund. Such expenses for soliciting proxies
will include printing, mailing, and tabulation of proxies. The cost of
solicitation, including specified expenses, is not expected to exceed $55,000.

VOTING INFORMATION AND ADJOURNMENT

The presence at the Meeting of the holders of 30% of the outstanding
shares of the Fund as of the Record Date, either in person or by Proxy,
constitutes a quorum. All returned proxies count towards a quorum, regardless of
how they are voted ("For", "Against", or "Abstain"). Abstentions and "broker
non-votes" will not be counted for or against the Proposal to which they relate,
but will be counted for purposes of determining whether a quorum is present.
Abstentions and broker non-votes will be counted as votes present for purposes
of determining a "majority of the outstanding voting securities" present at the
Meeting and a majority of shares represented at the Meeting at which a quorum is
present, and will, therefore, have the effect of counting against the Proposal
to which they relate.

In the event that sufficient votes in favor of either Proposal set
forth in the Notice of the Special Meeting of Shareholders are not received by
the time scheduled for the Meeting, the persons named as proxies may propose one
or more adjournments of the Meeting for a period or periods of not more than 120
days to permit further solicitation of Proxies with respect to such Proposal.
Any such adjournment will require the affirmative vote of a majority of the
votes cast on the question in person or by Proxy at the session of the Meeting
to be adjourned. The persons named as proxies will vote in favor of such
adjournment those Proxies which they are entitled to vote in favor of such
proposal. They will vote against any such adjournment those Proxies required to
be voted against such proposal.

Shares represented by duly executed Proxies will be voted in accordance
with the instructions given. If no instructions are given, Proxies will be voted
FOR the specific Proposals set forth in the Proxies and, in accordance with the
best judgment of the persons named in the Proxies, on such other business that
may properly come before the Meeting. A Proxy may be revoked at any time by a
Shareholder before it is exercised by (i) sending a written revocation to
Lawrence S. York, Chairman, at 131 Prosperous Place, Suite 17, Lexington,
Kentucky 40509, (ii) by properly executing a later dated Proxy and providing it
to the Fund prior to the Meeting, or (iii) by attending the Meeting and
specifically revoking such Proxy or Proxies and voting in person.

SHAREHOLDER PROPOSALS

Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent meeting should send their written proposals to the
Secretary of the Fund. Such proposals must be received by the Fund a reasonable
time before the solicitation is to be made. The Fund has no current plans to
hold an annual or special meeting in 2001.

NOMINEE ACCOUNTS

Upon request, the Fund will reimburse nominees for their reasonable
expenses in forwarding proxy materials to beneficial owners of the Fund's
shares. Please submit invoices for our review to WWW Advisors, Inc., 131
Prosperous Place, Suite 17, Lexington, KY 40509.

REPORTS TO SHAREHOLDERS

The Fund sends reports to the Shareholders semi-annually. Each of these
includes a schedule of portfolio securities. In addition, the semi-annual report
contains unaudited financial statements and the annual report contains audited
financial statements. These reports are available to you at no cost. To request
a report, please visit our website at WWW.WEBFUND.COM, or contact us toll-free
at 1-888-263-2204, or write to us at 131 Prosperous Place, Suite 17, Lexington,
KY 40509.

OTHER MATTERS

The Trustees know of no other business to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
their intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of Proxy.

ADDITIONAL INFORMATION

EXECUTIVE OFFICERS

Information about the Fund's principal executive officers, including their
names, ages, positions with the Fund, length of such positions and principal
occupation or employment during the past five years, is set forth below.

OFFICER POSITION WITH
NAME OF NOMINEE AGE SINCE THE FUND PRINCIPAL OCCUPATION; SERVICE AS OFFICER
- --------------- --- ----- -------- ----------------------------------------

Lawrence S. York 49 5/8/96 Chairman of the Trustee, Chairman of the Board and President of
Board, the Fund; President, Capital Advisors Group, Inc.
President (financial planning and investment advisory firm);
President, WWW Advisors, Inc. (investment
adviser); Director, Guthrie York & Co., Inc.
(financial services); Director, Visual Net, Inc.
(developmental internet software); President and
licensed sales representative, Interactive
Planning Corp. (broker-dealer) since January 1,
1999; licensed sales representative,
B.D. Holdings, Inc. (broker-dealer)
(September-December 1998); President (until June
1997) and licensed sales representative (until
August 1998) of RH York & Company, Inc.
(broker-dealer).

James D. Greene 43 5/8/96 Vice President and Trustee, Vice President and Treasurer of the Fund;
Treasurer Senior Strategy Consultant, i2Technologies; Senior
Product Manager, NCR Corp. (manufacturer of retail
point-of-sale systems) (1997 to 2000); Executive
Senior Vice President of WWW Advisors, Inc.
(investment adviser); formerly Marketing
Strategist, Lexmark International, Inc.
(manufacturer of network personal computer and
office electronics) (1991-1997).

Diane Snapp 37 8/16/99 Secretary Secretary of the Fund; Secretary of WWW Advisors,
Inc. (investment adviser) since 2000; Secretary of
Interactive Planning Corp. since 1999; Operations
Administrator, Capital Advisors Group, Inc.
(administrative and accounting services) since
1996; previously Office Manager, Harrison Tobacco
Warehouse

The officers of the Fund do not receive any compensation from the Fund.

As of September 26, 2000, the executive officers and Trustees of the
Fund beneficially owned in the aggregate 1558.727 shares of the Fund
(.062)% of the shares outstanding).

RELATED TRANSACTIONS

Lawrence S. York, James D. Green, and Diane Snapp are officers of the
Fund and are also officers of the Manager, which provides certain services to
the Fund.

The Fund has adopted a plan of distribution (the "Plan") pursuant to
Rule 12b-1 under the 1940 Act. Under the Plan, the Fund pays the Manager a
shareholder servicing and distribution fee at the annual rate of 0.50% of the
average daily net assets of the Fund to make payments for administration,
shareholder services, marketing, and distribution assistance. The following
amounts were incurred by the Fund under the Plan for the year ending June 30,
2000:

(a) printing of prospectus and financial reports for
delivery to other than current Shareholders: $31,229;

(b) trail fees to broker-dealers: $97,161; and

In addition, the Manager implements investment decisions of the Fund by
arranging the execution of the purchase or sale of portfolio securities with the
objective of obtaining prompt, efficient and reliable executions of such
transactions at the most favorable price obtainable. The Fund paid total
brokerage commissions of $245,738 for effecting transactions in the Fund's
securities during the fiscal year ending June 30, 2000. During such year, $9,035
was paid to Interactive Planning Corp. The Fund paid total brokerage commissions
during the fiscal years ended June 30, 1999, 1998 and 1997 in the aggregate
amounts of $5,704, $2,103 and $4,354, respectively. Of these aggregate amounts:
(1) $22, $1,833 and $4,287, respectively, was paid to R.H. York & Company, Inc.;
(2) $4,511, $0 and $0, respectively, was paid to Interactive Planning Corp.; and
(3) $1,231, $0 and $0, respectively, was paid to B.D. Holdings, Inc. Lawrence S.
York, Chairman of the Fund, has been President and licensed sales representative
of Interactive Planning Corp. since January 1, 1999. Mr. York was President
(until June 1997) and licensed sales representative (until August 1998) of R.H.
York & Company, Inc. and was a licensed sales representative at B D. Holdings,
Inc. from September through December 1998.

5% SHAREHOLDERS

As of September 26, 2000, National Investor Services Corp. owned
beneficially and of record 15.666% of the outstanding shares of the Fund. To the
knowledge of the Fund, no other person beneficially owned 5% or more of the
Fund's outstanding shares as of such date.

IF YOU CANNOT BE PRESENT IN PERSON, PLEASE FILL IN, SIGN, AND RETURN THE
ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

By order of the Board of Trustees,

WWW Trust

Lawrence S. York
Chairman of the Board
Lexington, Kentucky
October 7, 2000

WWW TRUST
131 Prosperous Place, Suite 17
Lexington, Kentucky 40509
PROXY-SPECIAL MEETING OF SHAREHOLDERS

VOTE BY TOUCH TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-800-690-6903, OR VISIT OUR WEBSITE www.webfund.com or
www.proxyvote.com

SEE ENCLOSED INSERT FOR COMPLETE INSTRUCTIONS ON VOTING
BY TELEPHONE OR THE INTERNET.

12-DIGIT CONTROL NUMBER: (unavailable)

The undersigned, a shareholder of WWW TRUST: WWW INTERNET FUND, an Ohio
Trust (the "Fund"), hereby appoints LAWRENCE S. YORK and JAMES D. GREENE and
each of them, the true and lawful attorneys and proxies with full power of
substitution, for and in the name, place and stead of the undersigned, to vote
all of the shares of beneficial interests of the Fund which the undersigned
would be entitled to vote if personally present at the Special Meeting of
Shareholders to be held on October 25, 2000, at 1:00 p.m., at the Lexington
Club, located at 170 Esplanade, Lexington, Kentucky, and at any adjournment
thereof.

The undersigned hereby instructs said proxies of their substitutes:

1. TO APPROVE AMENDMENTS TO THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES
RELATING TO:
FOR AGAINST ABSTAIN
(a) Borrowing Transactions; [ _ ] [ _ ] [ _ ]

(b) Lending Transactions; and [ _ ] [ _ ] [ _ ]

2. ELECTION OF TRUSTEES:

Lawrence S. York, James D. Greene, Charles F. Haywood, Robert C. Thurmond, Tim
DiDiego

[_] Vote FOR all nominees listed above [_] WITHHOLD AUTHORITY
(except those listed below) to vote for all nominees listed above

INSTRUCTION: To withhold authority to vote for any individual nominee write that
nominee's name in the space below.

This Proxy is continued on the reverse side. Please sign on the reverse side and
return promptly.

3. TO APPROVE THE SELECTION OF FOR AGAINST ABSTAIN
Berge & Company LTD. AS
INDEPENDENT AUDITOR OF THE
FUND [ _ ] [ _ ] [ _ ]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

This Proxy, when properly executed, will be voted in accordance with any
directions given. Unless otherwise specified, the proxy will be voted FOR
Proposal 1(a), Proposal 1(b), Proposal 1(c), Proposal 2, and Proposal 3.

4. DISCRETIONARY AUTHORITY: To vote with discretionary authority with
respect to all other matters which may properly come before the Meeting.

The undersigned hereby revokes all proxies heretofore given and
ratifies and confirms all that the proxies appointed hereby, or either
of them, or their substitutes, may lawfully do or cause to be done by
virtue thereof. The undersigned hereby acknowledges receipt of a copy
of the Notice of Special Meeting of Shareholders and Proxy Statement,
both dated October 7, 2000.

Please sign exactly as shares are
registered. If shares are held by joint
tenants, all parties in the joint
tenancy must sign. When signing as
attorney, executor, administrator,
trustee or guardian, please indicate the
capacity in which signing. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership or
limited liability company, please sign
in partnership name by authorized
person.

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Signature Date

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Signature, if held jointly Date