JWB AGGRESSIVE GROWTH FUND, N-1A EL, 1995-12-12

JWB AGGRESSIVE GROWTH FUND
N-1A EL, 1995-12-12

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File Nos. 2-99124
811-9132

As filed with the Securities and Exchange Commission
On November 4, 1995

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT
Filed Pursuant to:

THE SECURITIES ACT OF 1933
THE INVESTMENT COMPANY ACT OF 1940

JWB AGGRESSIVE GROWTH FUND
(Exact Name of Registrant as Specified in Charter)

Century Square Building, 1188 Bishop St., Suite #1712, Honolulu, HI 96813
(Address of principal executive offices)

808-524-0577
(Registrant's telephone number, including area code)

with a copy to:

John W. Bagwell, Trustee
JWB Aggressive Growth Fund
Century Square Building
1188 Bishop St., Suite #1712
Hoholulu, HI 96813
(Name and address of agents for service)

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.

It is proposed that this filing will become effective:
/ / Immediately upon filing pursuant to Rule 485(b)
/ / On , 1995 pursuant to Rule 485(b)
/ / 60 days after filing pursuant to Rule 485(a)
/ / On , 1995 pursuant to Rule 485(a)

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
hereby elects to register an indefinite number of shares of Capital Stock, at
.01 par value per share. The amount of the registration fee required by Rule
24f-2 is $500.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRATION SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREFORE BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTILL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>

CROSS REFERENCE PAGE

Prospectus Part (A)
Statement of Additional Information Part (B)
A. General Information and History
B. Investment Ojectives and Policies
C. Management of the Fund
D. Control Persons and Principal Holders of Securities
E. Investment Advisory and Other Services
F. Brokerage Allocation and Other Practices
G. Capital Stock and Other Securities
H. Purchase, Redemption and Pricing of Securities Being Offered
I. Tax Status
J. Underwriters
K. Financial Statements
Signature Page Part (C)
Exhibits Part (C)
A. A copy of the Massachusetts business trust.
B. A copy of the Massachusetts business trust by-laws.
C. An unsigned copy of the investment advisory engagement agreement.
D. A copy of the custodial agreement
E. Letter of opinion and consent as to the legality of the securities
being registered.
F. Balance sheet and accounting opinion.
G. Mutual Fund Subscription Agreement for initial seed money.

{Exhibits 3, 4, 6, 7, 9, 12, 14, 15, 16, 17 not applicable.}

(Cover Page)

JWB AGGRESSIVE GROWTH FUND
(Picture of statue)

This brochure includes a prospectus which describes the funds' investment
objectives and policies, risks expenses, and miscellaneous fees. Please read
this Prospectus carefully before investing.

Not part of the prospectus.
<PAGE>

JWB AGGRESSIVE GROWTH FUND

JWB AGGRESSIVE GROWTH FUND'S principal objective is to produce capital gains.
The investment strategy is to invest in a diversified portfolio of common stocks
on the NYSE, NASDAQ, and the American Stock exchange which show strong growth
momentum, while trading at reasonable valuations relative to the companies'
growth rate over a stated period.

THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY ANY BANK, AND THE FUND'S SHARES ARE NOT FEDERALLY INSURED OR GUARANTEED BY
THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY. SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.

This prospectus sets forth basic information that investors should know about
concerning this fund prior to investing. This prospectus should be retained for
future reference. A Statement of Additional Information that has been filed with
the Securities and Exchange Commission will be available upon request (without
charge), by writing or calling Shareholder Services Department . This prospectus
omits certain information contained in the registration statement filed with the
Securities and Exchange Commission. Copies of the registration statement,
including items omitted from this prospectus, may be obtained from the
Securtities and Exchange Commission, by paying the charges prescribed under its
rules and regulations.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------

PROSPECTUS: Date ___________
- ------------------------------------------------------------------------------

(Dedicated to my loving wife and son, parents and grandmother, family and
friends, and almighty God who made this all possible.)

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Pg. 2

TABLE OF CONENTS
<TABLE>
Page
<S> <C>
Synopsis, Suitability and Investment Risks ...................................................... 2
Table of Fees and Expenses ...................................................................... 3
Financial Highlights ............................................................................ 4
Performance and Definition of Terms ............................................................. 4
The Fund in Detail and Management ............................................................... 5-6
The Principal Objective and Investment Strategy ................................................. 6-8
Portfolio Turnover .............................................................................. 8
Portfolio Price Executions ...................................................................... 8
How to Purchase Shares .......................................................................... 8-10
Systematic Withdrawal Plan, Automatic Investment Plan,
and Automatic Dividend Investment Plan .......................................................... 10-11
Retirement Plans ................................................................................ 11
How to Redeem Shares ............................................................................ 12-13
Business Hours of the Fund and Determination of Net Asset Value ................................. 14
Dividends, Distributions, and Tax Matters ....................................................... 14-15
General Information on the Custodian and Transfer Agent, Legal Counsel, Auditors, and Distributor 16
Shareholder Information ......................................................................... 16
APPLICATIONS AND INSTRUCTIONS ................................................................... 17-22
</TABLE>

SYNOPSIS

JWB Aggressive Growth Fund is a Massachusetts business trust organized on
October 10, 1995. The purpose of the Massachusetts business trust is to run a
diversified open-end management investment company (referred to as a mutual
fund). The Massachusetts business trust has hired JWB Management Corp. to manage
the day-to-day operations of the fund. (See The Fund in Detail on page 5.) A
MUTUAL FUND pools shareholders' money and invests it toward a specific
objective. THE PRINCIPAL OBJECTIVE is to produce capital gains. THE INVESTMENT
STRATEGY is to invest in a diversified portfolio of common stocks on the NYSE,
NASDAQ, and the American Stock Exchange which show strong growth momentum, while
trading at reasonable valuations, relative to the companies' growth rate over a
stated period. (See The Principal Objective and Investment Strategy on page
6-7.) The advisor for the fund is John W. Bagwell of JWB Investment Advisory &
Research, which he has managed since its' inception in 1995. (See Management on
page 5-6.) The fund imposes no sales charge on purchases or redemptions. The
minimum initial purchase for non-qualified accounts is $10,000 with subsequent
investments which must be $5,000 or more. For IRA accounts (or other qualified
accounts) the minimum initial purchase is $250, and subsequent investments must
be $50 or more. (See How to Purchase Shares on page 8 and How to Redeem Shares
on page 12.)

SUITABILITY AND INVESTMENT RISKS

The fund was designed for investors who want to invest in the stock market for
long-term capital appreciation. The fund may be appropriate for long-term,
aggressive investors who understand the potential risks and rewards of investing
in quality common stocks traded on NYSE, NASDAQ, and the American Stock
exchanges. The value of the fund's investments will vary from day-to-day, and
generally reflect changes in market conditions, interest rates and other
company, political, and economic news. In short-term, stock prices can fluctuate
dramatically in response to these factors. However, over time, stocks although
more volatile, have shown greater growth potential. The fund is not, in itself,
a balanced investment plan. Providing current income is not an objective of the
fund. Any income produced is expected to be minimal. You should consider your
investment objective, risk tolerances, and needs when making an investment
decision. When you sell your fund shares, they may be worth more or less than
what you paid for them. There is no assurance that this fund can achieve its'
objectives, since all investments are inherently subject to market risk.

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Pg. 3

TABLE OF FEES AND EXPENSES

This table is designed to help an investor understand the various costs the
investor will incur, directly or indirectly.

JWB AGGRESSIVE GROWTH FUND

Maximum Sales Load imposed on the
Purchase of the Fund....................................................... None

Maximum Sales Load Imposed on Re-invested
Dividends and Distributions................................................ None

Deferred Sales Load........................................................ None

Redemption Fee............................................................. None

*Annual Fund Operating Expenses:
** Management Fee............................................................ 1%
***Other Expenses.......................................................... .90%

TOTAL FUND OPERATING EXPENSES....................................... 1.90%

* The fund's operating expenses are factored into its share price or dividends
and is not charged directly to shareholders' accounts. ** The management fee is
higher than that paid by most investment management firms. *** The other
expenses are based on an estimated amount for the current fiscal year.

The following examples illustrate the operating expenses that an investor would
pay on $1,000 investment over various time periods, assuming (a) a 5% annual
return and (b) redemption at the end of each of the following years:

1 year .................................................................... $20
3 years.................................................................... $62

THE ABOVE SHOULD NOT BE CONSIDERED TO BE A REPRESENTATION OF PAST OR FUTURE
PERFORMANCE, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

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Pg. 4

FINANCIAL HIGHLIGHTS

The data, with respect to JWB Aggressive Growth Fund for the fiscal year, will
end December 31st. The financial highlights of the fund are included in the
annual report and will be audited by Frasher & Associates, independent auditors.
The data should be read in conjunction with the financial statements, related
notes, and the report by Frasher & Associates covering such highlights. Further
information about the fund's performance is contained in its annual report to
shareholders, a copy of which (including the report by Frasher & Associates) may
be obtained from the fund free of charge upon request.

SELECTED PER-SHARE DATA AND RATIOS (YEARS ENDING _____):
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
INCOME FROM INVESTMENT OPERATIONS: 1995
Net Asset Value, beginning period ..............................................................$
Income from investment operations ..............................................................
Net realized and unrealized gain (losses) on securities ........................................
Total from Investment Operations ...............................................................

LESS DISTRIBUTIONS:
From net investment income .....................................................................
From net realized gain .........................................................................
Total Distributions ............................................................................
NET ASSET VALUE, END OF PERIOD ...................................................................
TOTAL RETURN .....................................................................................

RATIOS/SUPPLEMENTAL DATA:
Net Assets end of period (000s omitted) ........................................................$
Ratio of Expenses to Average Net Assets ........................................................
Ratio of Net Investment Income to Average Net Assets ...........................................
Portfolio Turnover Rate ........................................................................
</TABLE>

(Expenses were limited in accordance with state limitations.)
- --------------------------------------------------------------------------------

PERFORMANCE AND DEFINITION OF TERMS
A mutual fund's performance is measured by total return and/or yield.
TOTAL RETURN shows the fund's overall change in value, including changes in
share price and assuming all the fund's dividends and capital gains
distributions are re-invested. CUMULATIVE TOTAL RETURN reflects actual
performance over a stated period of time. AVERAGE ANNUAL TOTAL RETURN is a
hypothetical rate of return which, if achieved annually, would have produced the
same cumulative total return if performance had been constant over the entire
period. Average annual total returns smooth out variations in performance, since
they are not the same as actual year-by-year results. Thus, average annual total
returns covering periods of less than one year assume that performance will
remain constant for the rest of the year. YIELD refers to income generated by an
investment in the fund over a given period of time, expressed as an annual
percentage rate. Yields are calculated according to a standard that is required
for all stock and bond funds. Since yield differs from other accounting methods,
the quoted yield may not equal the income actually paid to shareholders. In
addition, from time-to-time, the fund management may waive all or a portion of
its' management fees. Such a practice will have the effect of increasing the
fund's yield and total return. PERFORMANCE OF THE FUND will vary from
time-to-time and past performance is not indicative of future results.

<PAGE>

Pg. 5

THE FUND IN DETAIL

JWB AGGRESSIVE GROWTH FUND is a Massachusetts business trust organized on
October 10, 1995. The purpose of the Massachusetts business trust is to run a
diversified open-end management investment company (referred to as a mutual
fund). The Massachusetts business trust has hired JWB Management Corp. to manage
the day-to-day operations of the fund.

The fund is governed by a board of trustees which is responsible for protecting
the interests of the shareholders. The trustees are experienced executives who
meet throughout the year to oversee the fund's activities, review contractual
arrangements with companies that provide services to the fund, and review the
fund's performance. The fund may hold special meetings and mail materials. These
meetings may be called to elect or change trustees, to change custodial &
transfer agent contracts, or for other purposes. Shareholders not attending
these meetings are encouraged to vote by proxy. The transfer agent will mail
proxy materials in advance, including a voting card and information about the
proposals to be voted on. The fund is not required to hold annual meetings, nor
does intend to, unless required by the 1940 act. In addition, shareholders may
remove a trustee, if 10% or more of the outstanding shareholders vote for such
change.

MANAGEMENT

JWB Management Corp., which manages the operations of the fund, has 4 directors.
They are as follows: John W. Bagwell, CEO, from Hawaii; Marko D. Popovic, CFO,
from Michigan; Richard A. Barnett, COO, from Michigan and Roger Y. Dewa,
Secretary & General Counsel, from Hawaii. Each of the directors above are also
trustees for the JWB Aggressive Growth Fund. The trustees of the fund who are
not interested persons of such registered company may be found in the back of
the prospectus (under Shareholder Information). JWB MANAGEMENT CORP. PRINCIPAL
BUSINESS ADDRESS IS CENTURY SQUARE BUILDING, 1188 BISHOP ST., SUITE #1712,
HONOLULU, HI 96813. ITS BUSINESS PHONE NUMBER IS (808) 524 - 0577.

Changes may occur in the overall ownership of JWB Management Corp. due to death
or disability, which would result in changes in the overall ownership of the
stock. Such changes could result in one or more members (or beneficiaries of the
founding fathers) becoming dominate shareholders of the stock. Under these
circumstances the fund would not terminate or require shareholder approval and
would continue to operate as usual.

John W. Bagwell is the portfolio manager (also known as the advisor and trustee)
for JWB Aggressive Growth Fund, which he has managed since its' inception in
1995. Mr. Bagwell has been registered as a Registered Investment Advisor with
the Securities and Exchange Commission and the State of Hawaii since 1993 (he
owns 100% of, and operates as, JWB Investment Advisory & Research). Mr. Bagwell
has previously been a general securities principal for several broker/dealers,
and has been a broker in the securities arena since 1989. The advisor's function
is to conduct securities research, buy and sell securities for the fund's
portfolio, and conduct in a limited capacity, some fund administration duties as
needed. {Cont. next page.}

<PAGE>

Pg. 6

In addition, even though the advisor has had years of experience in advising and
trading of securities portfolios, the advsior has had no experience in running
an investment management company. The annual compensation paid to the advisor is
equal to 1% of the average daily net assets of the fund, less any compenstaion
payable to other trustees and directors. The principal address for JWB
Investment Advisory & Research is: Century Square Building, 1188 Bishop St.,
Suite #2909, Honolulu, HI 96813.

THE PRINCIPAL OBJECTIVE AND INVESTMENT STRATEGY

The PRINCIPAL OBJECTIVE for JWB Aggressive Growth Fund is to produce capital
gains. The INVESTMENT STRATEGY for JWB Aggressive Growth Fund is to invest
primarily in a diversified portfolio of common stocks on the NYSE, NASDAQ, and
the American Stock Exchange which show strong growth momentum, while trading at
reasonable valuations relative to the companies' growth rate over a stated
period. The principal objective and investment strategy may not be changed
without the vote of the majority of outstanding voting securities of the
trustees. The investment advisor will be particularly interested in companies
that are likely to benefit from new or innovative products, services or
processes that should enhance such companies' prospects for future growth. The
fund will invest in large-cap, meduim-cap, and small-cap stocks, but the fund
will predominately have a large portfolio of medium-sized companies (under $2
billion in market capitalization) and small-sized companies (under $500 million
in market capitalization). Investors should realize that equity securities of
medium to small-sized companies may involve greater risk than is associated with
investing in more established companies, which often have limited product and
market diversification with fewer financial resources or may be dependent on a
few key managers.

THE ADVISOR'S PHILOSOPHY TO WINNING IN THE STOCK MARKET, is to lose the least
amount possible, by recognizing mistakes, and sell without hesitation to cut
losses quickly. There's an old adage, sometimes the best offense is a great
defense. With this in mind, the advisor may sell any security that loses
approximately 8 to 10% of its' value, when there is a fundamental change in the
underlying company. On the flip side, successful stocks, after breaking out tend
to move up 25% and then decline, build a new base, and occasionally, a few
stocks resume their advance. So the advisor's basic objective when considering
profit, is to first show a net profit, obviously by selling and taking profits,
and not getting greedy in the process. There's an old adage, bulls make money,
bears make money, and pigs get slaughtered. Keeping to this philosophy, the
advisor will sell stock when it has made a gain of approximately 25%. In some
cases the advisor will let the stock run, but have an 8 to 10% adjusting stop
loss. So when the stock starts to lose steam, the advisor can get out and take a
net profit. By doing this the advisor can avoid getting caught in a major
correction. OBVIOUSLY, THIS DOES NOT MEAN THE FUND WILL MAKE 25% PROFIT OR IMPLY
THE FUND WILL MAKE A PROFIT AT ALL. THIS PARAGRAPH SIMPLY OUTLINES THE
PHILOSOPHY AND GOALS OF THE FUND ADVISOR.

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Pg. 7

Concerning a fundamental policy (which cannot be changed without shareholder
approval), the advisor may hold up to 5-10% cash in the portfolio, which will be
invested in cash equivalents for pending investments or for redemptions. With
respect of 100% of the assets of the fund, the advisor will not purchase more
than 5% of any one corporation's securities, or 10% of any one company's
outstanding voting class securities. With respect to the concentration policy,
the fund will not invest in more than 25% of the total assets in any one
industry.

THE FUND MAY PURCHASE PRIVATELY PLACED SECURITIES (often referred to as private
placements), whose resale is restricted under applicable securities laws. Such
securities may offer a higher return than comparably registered securities, but
involve some additional risk as they can be resold only in privately negotiated
transactions, in accordance with an exemption from the registration requirements
under applicable securities laws or after registration. Private placement
securities acquired by the fund will be eligible by the fund, pursuant to Rule
144 under the Securities Act of 1933 ("Rule 144A"). Rule 144A permits many
privately placed or legally restricted securities to be freely traded without
restriction among certain institutional buyers, such as the fund. While
maintaining oversight, the Board of Trustees of the fund has delegated to the
manager the day-to-day function of determining whether individual Rule 144A
securities are liquid for purposes of the fund's 5% limitation on investments in
illiquid securities. ALSO, THE FUND MAY PURCHASE EXEMPT OFFERINGS UNDER
REGULATION A, which may offer a higher return than registered securities, but
involve some additional risk as they may only be resold in a privately
negotiated transaction, if such exempt offerings are not sold freely on an
exchange. Exempt offerings may be illiquid or liquid, depending on the
underlying companies' offering before or after its registration with the
Securities and Exchange Commission. If such securities are bought before
registration, then the resale of such exempt offerings is restricted under
applicable securities laws. NO INVESTMENT SHALL BE MADE IN ANY PRIVATE PLACEMENT
OR EXEMPT OFFERINGS UNDER REGULATION A, UNLESS THE INVESTMENT IS COLLATERALIZED
BY THE UNDERLYING COMPANY, USING U.S. GOVERNMENT ZERO-COUPON BONDS AND PLACED IN
ESCROW AS A SECURED POSSESSION AGAINST DEFAULT. In addition, from time-to-time,
the advisor may buy private placements or exempt offerings under Regulation A
from other trustees within the fund, whom have subsidiaries, that meet the
strict guidelines above, and meet the requirements of the Securities and
Exchange Commission.

The fund may also buy American Depository Receipts (ADRs), but it will be a rare
occasion for the fund manager to do so. DEFINITION: ADRs are receipts of shares
of a foreign-based corporation held in the vault of a U.S. bank and entitling
the shareholder to all the dividends and capital gains.

THE FUND'S FUNDAMENTAL POLICIES (WHICH CANNOT BE CHANGED WITHOUT SHAREHOLDER
APPROVAL) ARE TO KEEP THE OVERALL PORTFOLIO AS SIMPLE AS POSSIBLE, SO THE FUND
WILL NOT CONTAIN ANY OF THE FOLLOWING TYPES OF SECURITIES OR SECURITIES
TRANSACTIONS: 1. Bonds (Except for the case of cash equivalents.); 2. Puts and
Calls, Short Sales, or Margins (Except such short-term credits as are necessary
for the clearance of transactions.); 3. Futures or Derivatives Contracts and 4.
Repurchase Agreements.

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Pg. 8

While the fund is permitted under certain circumstances to borrow money, the
fund does not intend to borrow in the initial upcoming year. The fund will not
purchase securities while any borrowings are outstanding. The fund will only
borrow for temporary emergencies, and will have a limit on borrowing of up to
20% of the fund's total assets.The fund will constantly strive to attain its
principal objective, which is to produce capital gains. There can be no
assurance that this fund can achieve its objectives, since all investments are
inherently subject to market risk (as with all mutual funds). Please remember,
this fund has been designed primarily to produce capital gains. Providing
current income is not an objective of the fund. Any income produced is expected
to be minimal.

PORTFOLIO TURNOVER

Any particular security will be sold, and the proceeds re-invested, whenever
such action is deemed prudent from the viewpoint of the fund's investment
objectives, regardless of the holding period of the security. In the future, the
fund's historical turnover rate will be included in the fund's financial
highlights table. Higher portfolio turnover rate results in higher rate of net
realized capital gains to the fund, thus the portion of the fund's distributions
constituting taxable gains may increase. In addition, the degree of portfolio
activity will affect brokerage costs of the fund. Given the fund's investment
objective, its' annual portfolio turnover rate may exceed 100%. A turnover rate
of 100% would occur, for example, if all the investments in the fund's portfolio
at the beginning of the year were replaced by the end of the year. The turnover
rate also may also be affected by cash requirements from redemptions and the
repurchase of fund shares.

PORTFOLIO PRICE EXECUTIONS

The fund uses its best efforts to obtain the best available price and most
favorable execution for portfolio transactions. Orders may be placed with
brokers or dealers who provide the best brokerage and research to the fund's
portfolio manager. These services may be used by the fund's manager in servicing
any of its accounts, subject to the best price and execution.

HOW TO PURCHASE SHARES

The minimum initial purchase FOR NON-QUALIFIED ACCOUNTS IS $10,000. SUBSEQUENT
INVESTMENTS MUST BE $5,000 OR MORE. FOR IRA ACCOUNTS (OR OTHER QUALIFIED
ACCOUNTS) THE MINIMUM INITIAL PURCHASE IS $250, AND SUBSEQUENT INVESTMENTS MUST
BE $50 OR MORE. All purchases are made at NAV (Net Asset Value), since there is
no sales load. In addition, there is no deferred sales load, redemption fee, or
sales load imposed on re-invested dividends and distributions. The fund's annual
operating expenses will be factored into the share price or dividends and is not
charged directly to shareholders' accounts (see page 3 for an example of
operating expenses over a 3 year period). Shares are purchased at the next
offering price or NAV, as applicable, calculated after your order is received
and accepted by the transfer agent. As with all no-load mutual funds, the
offering price is the same as the NAV. (See page 14 for Determination of Net
Asset Value.)

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Pg. 9

JWB Aggressive Growth Fund may in the future be purchased through a discount
brokerage, that has entered into a contract with the fund. If and when the fund
has entered into such contract, you may purchase shares of the fund, but may be
charged a separate fee for account transaction charges (by the discount
brokerage). It is the responsibility of your investment professional (at the
discount brokerage) to transmit your order to the transfer agent before 4:00
p.m. Eastern time. The transfer agent must receive payment within three business
days after an order for shares is placed, otherwise your purchase order may be
canceled and you could be held liable for the resulting brokerage fees and/or
losses (if applicable).

IF YOU ARE NEW TO JWB AGGRESSIVE GROWTH FUND, complete and sign an account
application and mail it along with your check. If you are investing through a
tax-sheltered retirement plan, such as an IRA, for the first time, you will need
to fill out the special (qualified account) application. IF YOU ALREADY HAVE
MONEY INVESTED IN JWB AGGRESSIVE GROWTH FUND, you can: 1. Mail in a new check
with cover letter stating your account number, or mail a check with a remittance
slip from a confirmation statement, or 2. Wire money into your account or
contact your discount brokerage.

TO INVEST BY MAIL, PLEASE SEND APPLICATION AND CHECK TO SHAREHOLDER SERVICES
DEPARTMENT:

JWB AGGRESSIVE GROWTH FUND OR CALL: 1-800-___-____ FOR SHAREHOLDER
Declaration Service Company SERVICES DEPARTMENT for additional
P.O. Box 9006 information or assistance.
Valley Forge, PA 19485

PURCHASE BY WIRE: To insure prompt credit to your account, an investor or his
dealer should call JWB Aggressive Growth Fund Shareholder Services Department at
1-800-___-____ prior to sending a wire to receive a reference number for the
wire. The following wire instructions should be used:

The First National Bank of Boston
ABA #011000390
Attn: JWB Aggressive Growth Fund
Account #6140
For The Benefit Of:
Shareholder's Name: ____________
Shareholder's Account Number # _______-____________

All wire purchases received after 4:00 p.m. Eastern time or during a holiday,
will be confirmed at the price determined on the next business day.

ACCOUNTS SUBMITTED WITHOUT A CORRECT, CERTIFIED TAXPAYER IDENTIFICATION NUMBER
OR A COMPLETED IRS FORM W-8 (FOR NON-RESIDENT ALIENS) OR FORM W-9 (certifying
exempt status) accompanying the registration information will be subject to
backup withholding. (See page 15, under taxes for applicable IRS penalties.)

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Pg. 10

WAYS TO SET UP YOUR ACCOUNT: 1. Individual or Joint Tenant - individual accounts
are owned by one person; joint accounts are owned by two or more owners (called
Tenants). 2. Retirement accounts such as an IRA, (see Retirement Plans.) 3.
Gifts or Transfers to a Minor (UGMA, UTMA) - these custodian accounts provide a
way to give money to a child and obtain tax benefits. An individual can give up
to $10,000 a year to a child without paying federal gift tax. Depending on state
laws, you can set up a custodial account under the Uniform Gifts to Minors Act
(UGMA) or the Uniform Transfers to Minors Act (UTMA). 4. Trust - the trust must
first be established before an account can be opened. 5. Business or
Organization - for investment needs of corporations, associations, partnerships,
or other groups.

MARKET TIMING: There shall be no market timing accounts allowed (concerning
third party advisors) for this fund.

SYSTEMATIC WITHDRAWAL PLAN, AUTOMATIC INVESTMENT PLAN, AND AUTOMATIC DIVIDEND
INVESTMENT PLAN

SYSTEMATIC WITHDRAWAL PLAN: Under a systematic withdrawal plan, a shareholder
can arrange for monthly, quarterly or annual checks in any amount (but not less
than $100) to be drawn against the balance of his or her account. Payment of
this amount can be made on the 5th or the 25th of each month in which a payment
is to be made. A minimum account balance of $5,000 is required to establish a
systematic withdrawal plan, but thereafter, there is no requirement to maintain
any minimum investment. Under a systematic withdrawal plan, all shares are to be
held by the transfer agent, and all dividends and distributions are re-invested
in shares of the fund by the transfer agent.

To provide funds for payments made under the systematic withdrawal plan, the
transfer agent redeems sufficient full and fractional shares at their net asset
value in effect at the time of each such redemption. Payments under a systematic
withdrawal plan constitute taxable events. Since such payments are funded by the
redemption of shares, they may result in a return of capital and capital gains
or losses, rather than ordinary income. The systematic withdrawal plan may be
terminated at any time upon 10 days prior notice to Shareholder Services
Department (1-800-711-6967). Payments are normally made by check. As an
alternative, you may elect to have your payments transferred from your fund
account to your pre-designated bank account.

AUTOMATIC INVESTMENT PLAN: Shareholders who wish to make monthly investments may
establish an automatic investment plan. Under this plan, on any particular day
of each month, a draft is drawn on the shareholder's bank account in the amount
specified by the shareholder (minimum $100 per investment, per account). The
proceeds of the draft are invested in shares of the fund at the applicable NAV
price determined on the date of the investment. An automatic investment plan may
be discontinued upon 10 days prior notice to Shareholder Services Department
(1-800-711-6967).

<PAGE>

Pg. 11

AUTOMATIC DIVIDEND INVESTMENT PLAN: Shareholders may elect to have all dividends
and distributions declared and paid in cash or invested at net asset value. (SEE
"DIVIDENDS, DISTRIBUTIONS, AND TAX MATTERS" ON PAGE 14 FOR FURTHER DETAILS OF
THIS PROGRAM.)

RETIREMENT PLANS

Retirement plans allow individuals to shelter investment income and capital
gains from current taxes. In addition, contributions to these accounts may be
tax deductible. Retirement accounts require special applications and have lower
minimums. JWB Aggressive Growth Fund has made the following retirement plans
(EXCEPT THOSE MARKED WITH AN ASTERISK) available to corporations, individuals
and employees of non-profit organizations and public schools.

INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone under the legal age of 70 1/2
with earned income to invest up to $2,000 per year. Individuals can also invest
in a spouse's IRA if the spouse has earned income of less than $250.
ROLLOVER IRAS retain special tax advantages for certain distributions from
employer-sponsored retirement plans.
SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small business owners or
those with self-employed income (and their eligible employees) with many of the
same advantages as a Keogh, but with fewer administrative requirements. *401(K)
PLANS allow employees of corporations of all sizes to contribute a percentage of
their wages on a tax-deferred basis. These accounts need to be established by
the trustee of the plan.
*MONEY PURCHASE/PROFIT SHARING PLANS (KEOGH PLANS) are tax-deferred pension
accounts designated for employees of unincorporated businesses or for persons
who are self-employed.

Information concerning these retirement plans, including the custodian's fees
and the forms necessary to adopt such plans, can be obtained by calling
Shareholder Services Department (1-800-711-6967). THE PLAN CUSTODIAN CURRENTLY
IMPOSES AN ANNUAL $15 MAINTENANCE FEE WITH RESPECT TO EACH IRA RETIREMENT
ACCOUNT for which it serves as the custodian. The fund and/or the custodian
reserve the right to change this maintenance fee and to initiate an
establishment fee (not to exceed the cost).

* For 401(k) plans, money purchase plans, and profit sharing plans (Keoghs), the
fund does not currently act as a sponsor or administrator for such plans, but
may offer these plans in the future.

<PAGE>

Pg. 12

HOW TO REDEEM SHARES

Shares of JWB Aggressive Growth Fund may be redeemed by mail or by telephone
(CALL SHAREHOLDER SERVICES DEPARTMENT AT 1-800-711-6967 IF YOU NEED ASSISTANCE).
All shares redeemed carry no redemption fee or charge. In addition, JWB
Aggressive Growth Fund shares may be redeemed through a discount brokerage (if
and when it has entered into such contract with the fund), but you may be
charged a separate fee for account transaction charges (by the discount
brokerage).

REDEMPTION BY MAIL: Redemption requests must be in writing and sent to
Shareholder Services Department (please follow instructions below). Upon receipt
of a redemption request in proper form, payment will be made as soon as possible
(a practical response time to receive your check is 5 to 7 business days after
Shareholder Services Department receives the redemption letter). PLEASE SEND
YOUR LETTER BY CERTIFIED MAIL. The redemption letter (called the letter of
instruction) must include the following: 1. Your name, the fund name, and the
account number; 2. The shares to be redeemed, or the dollar amount; 3. Original
signatures of each registered owner, exactly as the shares are registered; 4.
Signature guarantee (if applicable, READ SIGNATURE GUARANTEE BELOW); 5. Any
additional documents that may be required for redemption by corporations,
partnerships, trusts or other entities. TO MAIL LETTER OF INSTRUCTION, SEE PAGE
9 FOR ADDRESS OF SHAREHOLDER SERVICES DEPARTMENT. UNLESS OTHERWISE INSTRUCTED,
THE TRANSFER AGENT WILL SEND A CHECK TO THE ADDRESS OF RECORD.

The burden is on the shareholder to inquire as to whether any additional
documentation is required. Any requests not in proper form may be rejected, and
in such case must be renewed in writing. In addition to these requirements,
shareholders who have established an IRA account should include the following
information along with a written request for either partial or full liquidation
of fund shares: 1. A statement as to whether or not the shareholder has attained
age 59 1/2 and 2. A statement as to whether or not the shareholder elects to
have federal income taxes withheld from the proceeds of the liquidation. IF YOU
CHANGE YOUR ADDRESS OF RECORD, BE SURE TO INFORM SHAREHOLDER SERVICES DEPARTMENT
BY CALLING: 1-800-711-6967.

SIGNATURE GUARANTEES: A signature guarantee is designed to protect the investor,
JWB Aggressive Growth Fund, and the agents verifying the signature of each
investor seeking to redeem or transfer shares. EXAMPLES OF WHEN SIGNATURE
GUARANTEES ARE REQUIRED ARE: 1. Redemptions by mail in excess of $5,000; 2.
Redemptions by mail, if the proceeds are to be paid to someone other than the
name(s) in which the account is registered; 3. Written redemptions requesting
that proceeds be sent by wire to other than the bank of record for the account;
4. Redemptions requesting proceeds to be sent to a new address or an address
that has been changed within the past 30 days; 5. Requests to transfer the
registration of shares to another owner; 6. A change in the telephone redemption
authorization on the account application and/or 7. Changes in previously
designated wiring instructions.

<PAGE>

Pg. 13

ACCEPTABLE GUARANTORS WHO PROVIDE SIGNATURE GUARANTEES include banks,
broker/dealers, credit unions, national securities exchanges, savings
associations and any other organization, provided that such institution or
organization qualifies as an "eligible guarantor institution" as that term is
defined in rules adopted by the Securities and Exchange Commission. Be it
further provided that such guarantor institution is listed in one of the
reference guides contained in the transfer agent's current signature guarantee
standards and procedures, such as certain domestic banks, credit unions,
securities dealers, or securities exchanges. The transfer agent will also accept
signatures with either: 1. A signature guaranteed with a medallion stamp of the
Stamp Program, or 2. A signature guaranteed with a medallion stamp of the New
York Stock Exchange Medallion Signature Program, provided that in either event,
the amount of the transaction involved does not exceed the surety coverage
amount indicated on the medallion. CALL SHAREHOLDER SERVICES DEPARTMENT FOR
FURTHER INFORMATION AT 1-800-711-6967.

REDEMPTION BY TELEPHONE: Shareholders may request a redemption by telephone if
they have selected this option on their account application, or if they have
completed the separate telephone redemption authorization form (to request this
form, call Shareholder Services Department at 1-800-711-6967). If a shareholder
does not wish to allow telephone redemptions by any person for his account, the
shareholder should decline that option on the account application. THE TELEPHONE
REDEMPTION FEATURE CAN BE USED ONLY if: 1. The redemption proceeds are to be
mailed to the address of record, or wired to the pre-authorized bank account as
indicated on the account application; 2. There has been no change of address of
record on the account within the preceding 30 days; 3. The shareholder
requesting the redemption can provide proper identification information; 4. The
proceeds of the redemption do not exceed $5,000. Your fund account will be
debited $18 for each wire order (under the telephone redemption privilege).

ALL QUALIFIED ACCOUNTS {IRAs, IRA-SEPs, 403(b), 401(k)s or Money Purchase/Profit
Sharing Plans (Keogh Plans)} ARE NOT ELIGIBLE FOR THE TELEPHONE REDEMPTION
OPTION. JWB Aggressive Growth Fund may make arrangements with certain discount
brokerage houses to accept telephone instructions for the redemption of shares.
JWB Aggressive Growth Fund reserves the right to impose conditions on these
dealers, including the condition that they enter into agreements (which contain
additional conditions with respect to the redemption of shares) with JWB
Aggressive Growth Fund. JWB AGGRESSIVE GROWTH FUND AND DECLARATION SERVICE
COMPANY WILL NOT BE HELD LIABLE FOR ANY LOSS, COST, OR EXPENSE FOR ACTING UPON
INSTRUCTIONS (BY TELEPHONE OR IN WRITING) BELIEVED BY IT TO BE GENUINE AND IN
ACCORDANCE WITH REASONABLE PROCEDURES DESIGNED TO PREVENT UNAUTHORIZED
TRANSACTIONS. Procedures for verification of telephone transactions may include
recordings of telephone transactions, requests for confirmation of the
shareholder's Social Security number, current address and/or mailing address,
and mother's maiden name will be used for verification. In addition,
confirmations will be mailed promptly after the transaction. The telephone
redemption privilege is not available on accounts where the address has been
changed within 30 days prior to a redemption. The redemption proceeds will not
be mailed or wired except to the address of record.

<PAGE>

Pg. 14

BUSINESS HOURS OF THE FUND

The fund is open for business each day the New York Stock Exchange (NYSE) is
open.

DETERMINATION OF NET ASSET VALUE

The net asset value per share will be calculated as of the close of trading on
the NYSE (currently 4:00 p.m. Eastern time). In the event that the New York
Stock Exchange (NYSE) closes early (before 4:00 p.m. Eastern time) on a
particular day, the net asset value will be determined 15 minutes following the
close of the NYSE on that particular day. THE NET ASSET VALUE PER SHARE IS
CALCULATED BY SUBTRACTING THE FUND'S LIABILITIES FROM ITS ASSETS AND DIVIDING
THE RESULT BY THE TOTAL NUMBER OF FUND SHARES OUTSTANDING. The determination of
the fund's liabilities include accrued expenses and dividends payable, and its'
total assets include portfolio securities valued at their fair value as
determined in good faith by or under the supervision of the fund's officers and
in accordance with methods which are specifically authorized by the board of
directors or trustees. JWB Aggressive Growth Fund has hired The First National
Bank of Boston to compute the NAV daily for the fund. Concerning short-term
obligations with maturities of 60 days or less, they are valued at amortized
cost (which approximates market value).

DIVIDENDS, DISTRIBUTIONS, AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS: The fund will make payments from net investment
income and net realized securities profits, if any, once a year, near the end of
the calendar year, to comply with certain requirements of the Internal Revenue
Code. Both dividends and distributions, if any, are automatically re-invested in
your account at net asset value. Any check for payment of dividends or other
distributions which cannot be delivered by the Post Office or which remains
uncashed for a period of more than one year may be re-invested in the
shareholder's account at the current net asset value and the dividend option may
be changed from cash to re-invest.

TAXES: The fund has qualified, and intends to continue to qualify, as a
regulated investment company under Subchapter M of the Internal Revenue Code. As
such, the fund will not be subject to federal income tax, or to any excise tax,
to the extent its earnings are distributed as provided in the code. The fund
intends to distribute substantially all of its net investment income and net
capital gains, if any. Dividends from net investment income or net short-term
capital gains will be taxable to the shareholder as ordinary income, whether
received in cash or in additional shares.

FOR CORPORATE INVESTORS, dividends from net investment income will generally
qualify, in part, for the corporate dividends-received deduction. The portion of
dividends paid by the fund that so qualifies will be designated each year in a
notice mailed to the fund's shareholders.

<PAGE>

Pg. 15

Distributions paid by the fund from long-term capital gains, whether received in
cash or in additional shares, are taxable to those investors who are subject to
income taxes as long-term capital gains, regardless of the length of the time an
investor has owned shares in the fund. Capital gains distributions may be
expected to vary considerably from year-to-year. For those investors who
purchased shares shortly before the record date (the date on which a shareholder
must officially own shares to be entitled to a distribution), a portion of the
investment will be returned as a taxable distribution. Dividends will generally
be treated as distributed when paid. Dividends which are declared in October,
November, or December to shareholders of record on a specified date in one of
those months, but which, for operational reasons, may not be paid to the
shareholder until the following January, will be treated for tax purposes as if
paid by the fund and received by the shareholder on December 31 of the year
declared. Each year the fund will send you information on the tax status of the
fund's dividends and distributions. The fund will also mail you information on
the tax status of the fund's dividend income, if any, which was specifically
related to the fund's cash equivalents (used to hold excess cash), that may be
exempt from state income tax.

When the shareholder sells shares of the fund, it is a taxable event, and may
result in a capital gain or loss to shareholders subject to tax. Any loss
incurred on the sale of the fund's shares which had been held for six months or
less will be treated as a long-term capital loss to the extent of capital gain
dividends received with respect to such shares. The fund is required to withhold
31% of taxable dividends, capital gains distributions, and redemptions paid to
shareholders who have not complied with IRS taxpayer identification regulations.
You may avoid this withholding requirement by certifying on your account
registration form your proper taxpayer identification number and by certifying
that you are not subject to backup withholding. Investors who do not supply the
fund with the correct TIN (tax identification number) will be subject to a $50
penalty imposed by the IRS, unless such failure is due to reasonable cause and
not willful neglect. If an investor falsifies information on the application or
makes any other false statement resulting in no backup withholding on an
account, which should be subject to backup withholding, said investor may be
subject to a $500 penalty imposed by the IRS and to certain criminal penalties,
fines and/or imprisonment. Under existing provisions of the code, non-resident
alien individuals, foreign partnerships and foreign corporations may be subject
to federal income tax withholding at a 30% rate on income derived from dividends
and distributions (other than exempt-interest dividends and capital gain
dividends). Under applicable treaty law, residents of treaty countries may
qualify for reduced rate of withholding or a withholding exemption. Whenever you
sell shares of the fund, the transfer agent will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a transaction statement at least quarterly. However, it is up to you and
your tax advisor to determine whether a sale resulted in a capital gain and, if
so, the amount of tax to be paid. BE SURE TO KEEP YOUR REGULAR ACCOUNT
STATEMENTS AS THE INFORMATION THEY CONTAIN WILL BE ESSENTIAL IN CALCULATING THE
AMOUNT OF YOUR CAPITAL GAINS. THIS TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX
ADVISORS concerning the federal, state, local or foreign tax consequences of an
investment in this fund.

<PAGE>

Pg. 16

GENERAL INFORMATION ON THE CUSTODIAN, TRANSFER AGENT, LEGAL COUNSEL, AND
AUDITORS

THE CUSTODIAN: The First National Bank of Boston, 150 Royall Street, Canton,
Massachusetts 02021 (1-617-575-2000), serves as custodian for the portfolio
securities and cash.

THE TRANSFER AGENT: Declaration Service Company, 555 North Lane, Suite #6160,
Conshohocken, Pennsylvania 19428 (1-800-___-____), serves as the transfer agent
which handles shareholder correspondence for the fund.

LEGAL COUNSEL: The law firm of Sullivan & Worcester, One Post Office Square,
Boston, Massachusetts 02109, serves as counsel to the fund.

LEGAL COUNSEL: The law firm of Roger Dewa, Attorney at Law, 1001 Bishop St.,
Suite #480, Honolulu, Hawaii 96813, serves as counsel to the fund and has passed
the legality of the shares offered pursuant to this prospectus.

INDEPENDENT AUDITORS: The independent auditors for the fund will be Frasher &
Associates, 1475 Saratoga Ave., Suite #190, San Jose, California 95129, which
will audit the fund according to Securities and Exchange Commission Regulations.

BROWN LEGAL RESOURCES, INC.: Provides certain administrative services to the
fund. 152r Main Street, Suite #200, Wenham, Massachusetts 01984.

DISTRIBUTOR: Declaration Distributors, Inc., 555 North Lane, Suite #6160,
Conshohocken, Pennsylvania 19428, acts as the distributor for the fund.

- ------------------------------------------------------------------------------

SHAREHOLDER INFORMATION

SHAREHOLDER INQUIRIES: Shareholder inquiries concerning their accounts should be
directed to JWB Aggressive Growth Fund Shareholder Services Department by
calling: 1-800-___-____. The transfer agent may impose certain copying charges
for requests for copies of shareholder account statements and other historical
account information older than the current year and the immediately proceeding
year.

SHAREHOLDER STATEMENTS AND REPORTS: Each time you buy and sell shares or
re-invest a dividend or capital gain distribution in the fund, you will receive
a statement confirming such transaction and listing current share balance with
the fund. You will also receive a transaction statement at least quarterly. In
addition, you will also receive annual and semi-annual reports and year-end tax
information about your account(s). Recipients of this prospectus will be
provided with a copy of the annual report of the fund and a quarterly portfolio
composition report, upon request, without charge.

TRUSTEES OF THE FUND WHO ARE NOT INTERESTED PERSONS OF SUCH REGISTERED COMPANY
ARE AS FOLLOWS: 1. Scott Hadley, of California; 2. Terry S. Krznarich, M.D., of
Michigan; 3. Wallace Y. Watanabe, of Hawaii.

<PAGE>

Pg. 17
Not Part of the Prospectus

JWB AGGRESSIVE GROWTH ACCOUNT APPLICATION

For JWB use only ___________-___________________ {FOR ASSISTANCE CALL
1-800-___-____}
- --------------------------------------------------------------------------------

ACCOUNT REGISTRATION: Social Security Number ____-____-_______

<TABLE>
<S> <C> <C>
[] Individual ___________________________ _____________________ ________________________________
First Middle Last Name

[] Joint Tenant _________________________ _____________________ ________________________________
First Middle Last Name
</TABLE>

*Joint tenant does not need a Social Security number. In addition, for joint
registrations, the account registration will be joint tenants with right of
survivorship, and not tenants in common unless tenants in common or community
property registrations are requested. I understand that I am responsible for
consulting an attorney to determine whether applicable state law recognizes the
joint tenancy with right of survivorship form of ownership.

- --------------------------------------------------------------------------------

SECURITY INFORMATION NEEDED FOR TELEPHONE REDEMPTIONS / TELEPHONE REDEMPTION
PRIVILEGE: Mother's Maiden Name:
_______________________ _________________________________
First Last Name

For corporations, trusts, partnerships or other entities, the mother's maiden
name of the trustee or registered officer authorized to redeem money shall be
used as a security measure. [] I want the TELEPHONE REDEMPTION PRIVILEGE. Unless
indicated below, I authorize the transfer agent to accept instructions from any
person to redeem shares in my account, by telephone, in accordance with the
procedures and conditions set forth in the prospectus. {TELEPHONE REDEMPTIONS
ARE USUALLY MAILED TO THE ADDRESS OF RECORD, BUT IF YOU THINK YOU MAY NEED THE
MONEY FASTER, PLEASE FILL OUT THE BANK INFORMATION ON PAGE 19, SO THE MONEY CAN
BE WIRED TO YOUR BANK ACCOUNT.} Your fund account will be debited $18 for each
wire order. [] I do not want the telephone redemption privilege.
- --------------------------------------------------------------------------------

[] GIFT TO MINOR __________________________________________ AS CUSTODIAN FOR
Custodian's Name (Only one per account)

___________________________________ _________________________ _________
Minor's Name (Only one per account) Minor's Social Security # State

{This act comes under the Uniform Gifts to Minors Act or the Uniform Transfer to
Minors Act. See pg. 10 of the prospectus for more information.}

- --------------------------------------------------------------------------------

[] TRUST

- --------------------------------------------------------------------------------
Name of Trustee
TRUSTEE FOR ________________________________________________________
Name of Trust

DATED ________________ ______________________________
Taxpayer Identification Number

{DO NOT USE FOR IRA APPLICATION}

<PAGE>

Pg. 18

[] CORPORATION [] PARTNERSHIP [] OTHER TYPE OF ENTITY

________________________________________________________________________________
Name of Corporation, Partnership or Other Type of Entity

______________________________________________ ______________________________
Registered Officer Taxpayer Identification Number

- --------------------------------------------------------------------------------

MAILING ADDRESS

_________________________________________________________ ____________________
Street or P.O. Box Suite or Apt. Number

___________________________________ _____________________ __________________
City State Zip

(______) ____________________________ (______) ____________________________
Daytime Phone Evening Phone

- --------------------------------------------------------------------------------

[] U.S. CITIZEN [] RESIDENT ALIEN [] NON-RESIDENT ALIEN __________________
(Specify the Country)
- --------------------------------------------------------------------------------

YOUR INITIAL INVESTMENT AMOUNT (Minimum initial investment $10,000 and
subsequent investment $5,000)

$________________ [] Investment by mail (Make check payable to JWB
Aggressive Growth Fund.)
Your Initial Investment [] Investment by wire (Call: 1-800-___-____ or
read instructions on page 9 of the prospectus.)

- --------------------------------------------------------------------------------

SYSTEMATIC WITHDRAWAL PLAN (A minimum account balance of $5,000 is required to
estabilish this plan.)

[] Yes (Please send checks in the amount of $____________ {Minimum of $100}.)
[] Monthly [] Quarterly [] Annual Withdrawal
[] I want the systematic withdrawal to be made on the 5th of the month. [] I
want the systematic withdrawal to be made on the 25th of the month.
[] Have all payments transferred from my fund account to my bank account.
{PLEASE FILL OUT BANK INFORMATION ON PAGE 19.}

- --------------------------------------------------------------------------------

AUTOMATIC DIVIDEND INVESTMENT PLAN

[] Re-invest all dividends and capital gains. [] Have all dividends and capital
gains paid in cash.

<PAGE>

Pg. 19

YOUR SIGNATURE

I/we am/are of legal age, have received and read the prospectus, agree to it's
terms and understand that by signing below: (1) I/we hereby ratify any
instructions, including telephone instructions, given on this account and agree
that neither the fund nor Declaration Service Company will be liable for any
loss, cost or expense for acting upon such instructions (by telephone or in
writing) believed by it to be genuine and in accordance with reasonable
procedures designed to prevent unauthorized transactions; (2) as required by
federal law, I/we certify under penalties of perjury, that the Social Security
or taxpayer identification number provided is correct, and (3) that the IRS has
never notified me/us that I/we am/are subject to 31% backup withholding, or has
notified me/us that I/we are no longer subject to such backup withholding.
(Please take note: If part (3) of the preceding sentence is not true in your
case, please strike out that part before signing.

<TABLE>
<S> <C> <C>
X____________________________________ X____________________________________ X____________
Individual (Or Custodian) Joint Tenant (If applicable) Date
X____________________________________ X____________________________________ X____________
Trustee, or Registered Officer, Etc. Title Date
</TABLE>

- --------------------------------------------------------------------------------

MAIL CHECK AND COMPLETED APPLICATION TO:

JWB Aggressive Growth Fund
Declaration Service Company CALL: 1-800-___-____ For Assistance.
P.O. Box 9006
Valley Forge, PA 19485

- --------------------------------------------------------------------------------

AUTOMATIC INVESTMENT PLAN

I authorize JWB Aggressive Growth Fund to establish an automatic investment plan
for me and draw on my [] Checking [] Savings in the amount of $______________
($100 minimum) on the ______ DAY of each month, which is to be invested into JWB
Aggressive Growth Fund. {PLEASE FILL OUT BANK INFORMATION BELOW.}

I agree that if such debit is not honored upon presentation, Declaration Service
Company may discontinue this service and any purchase made upon deposit of such
debit may be canceled. I further agree that if the net asset value of the shares
purchased with such debit is less when said purchase is canceled than when the
purchase is made, Declaration Service Company shall be authorized to liquidate
other shares or fractions thereof held in my account to make up the deficiency.
This automatic investment plan may be discontinued upon 30 day written notice or
at any time by the investor by written notice to Declaration Service Company,
which is received not later than 5 business days prior to the above designated
investment date.
X_____________________________________ X________________________________________
Signature(s)
- --------------------------------------------------------------------------------

BANK INFORMATION: Please complete the following information and include a voided
check to establish an automatic investment plan, systematic withdrawal plan, or
a wire transfer for the telephone redemption privilage (or ACH):
______________________________________ ________________________________________
Name of Bank Account Number
________________________________________________________________________________
Address of Bank City, State, and Zip Code
______________________________________ ________________________________________
Bank Routing Number Name of Account Holder
(The 9 digit number on the lower left side of check.)
X_____________________________________ X_______________________________________
Signature(s)

<PAGE>

Pg. 20 (Not Part of the Prospectus)

JWB AGGRESSIVE GROWTH FUND IRA APPLICATION AND ADOPTION AGREEMENT
For JWB use only ___________-_______________ {FOR ASSISTANCE CALL
____________________________________________ CALL 1-800-___-____} ______

IRA REGISTRATION: _____________________________________________________________
Name

- --------------------------------------------------------------------------------
Mailing Address
City, State, and Zip Code
- ------------ ----------------------- --------------------- --------------------
Birth Date Social Security Number Daytime Phone Number Evening Phone Number

TYPE OF IRA INVESTMENT
<TABLE>
<S> <C> <C>
[] Regular IRA $_____________ {Maximum contribution is $2,000 per year.}
[] Spousal IRA $_____________ {A spouse with earned income under $250
may contribute a minimum of $250 to a
separate IRA account.}
[] Rollover IRA Contribution $_____________
(Must be done within 60 days)
[] From Qualified Plan [] From Another IRA {MAIL IRA APPLICATION TO:
JWB AGGRESSIVE GROWTH FUND
[] SEP-IRA $_____________ Declaration Service Company
P.O. Box 9006
[] IRA Transfer $_____________ Valley Forge, PA 19485}
(Please complete IRA transfer form.)
</TABLE>

CONTRIBUTION FOR: [] Current Tax Year 19__ [] Prior Tax Year 19__. ANNUAL
CUSTODIAN FEE: $15 shall be debited directly from your fund account.

<TABLE>
<S> <C> <C>
BENEFICIARY DESIGNATION

- ------------------------------------------- ------------------------------------- -------------------
PRIMARY Beneficiary Name Relationship-Percentage-Date of Birth Social Security Number

- ------------------------------------------------------------------------------------------------------
Address City, State, and Zip Code

- ------------------------------------------- ------------------------------------- -------------------
SECONDARY Beneficiary(ies) Name Relationship-Percentage-Date of Birth Social Security Number

- ------------------------------------------------------------------------------------------------------
Address City, State, and Zip Code
</TABLE>

Any married resident of a "community property" or marital property state, which
classifies this IRA under state law as community property, who designates a
beneficiary or beneficiaries other than his or her spouse to receive more than
half of the account balance, must obtain the consent of his or her spouse to
such beneficiary designation. The spouse's signature below shall serve as
evidence of consent. I HEREBY give the account holder any interest I may have in
the funds deposited in this account and consent to the beneficiary
designation(s) indicated above. I assume full resposibility for any adverse
consequences that may result. No tax or legal advice was given to me by the
trustee or custodian.
X__________________________________________ X__________________
SPOUSE'S SIGNATURE Date

I hereby adopt the JWB Aggressive Growth Fund's Individual Retirement Custodial
Account Agreement appointing The First National Bank of Boston as Custodian. I
have received, read and understood the Individual Retirement Custodial Account
Agreement and Disclosure Statement and the Prospectus for the JWB Aggressive
Growth Fund under this Agreement. "I CERTIFY UNDER PENALTIES OF PERJURY that the
Social Security number or tax ID number entered above is correct and that I have
not been notified by the IRS that I am subject to backup withholding unless I
have checked this box." []
X___________________________________________ X_________________
YOUR SIGNATURE Date

<PAGE>

Pg. 21 (Not Part of the Prospectus)

JWB AGGRESSIVE GROWTH FUND IRA TRANSFER
FORM

____________________ (THIS FORM MUST ACCOMPANY THE IRA APPLICATION AND ADOPTION
AGREEMENT.) __________________

NAME AND ADDRESS

- -------------------------------------------------- --------------------------
Name Social Security Number

- --------------------------------------------------------------------------------
Address
City, State, and Zip Code
- ----------------------------- -----------------------------
Daytime Phone Number Evening Phone Number

IRA INFORMATION
[] Regular IRA [] Spousal IRA [] Rollover IRA [] SEP-IRA
[] CD Maturity Date ______________ [] Other_______________

IRA INVESTMENT INSTRUCTIONS TRANSFER TO: (CHECK ONE OF THE FOLLOWING)
[] I am opening a new account and have attached an IRA Application and Adoption
Agreement.
[] Please deposit proceeds in my existing JWB Aggressive Growth Fund
IRA. ________________-_________________________
Your Account Number

TRANSFER FROM

- ----------------------------------- -----------------------------------------
Account Number Name of Current Trustee or Custodian

- --------------------------------------------------------------------------------
Address of Current Trustee or Custodian City, State, and Zip Code

AUTHORIZATION TO CURRENT TRUSTEE OR CUSTODIAN
To current Trustee or Custodian: Please liquidate [] All or [] Part
($______________________) of the account listed above and transfer the proceeds
of liquidation directly to my JWB Aggressive Growth Fund IRA. [] Immediately or
[] At maturity

X_________________________________________ X ________________________
Your Signature Date

*IMPORTANT* Your current trustee or custodian may require your signature to be
guaranteed. Call them for requirements.

- ----------------------------------------------------- -------------
Name of Bank or Firm Date

- -----------------------------------------------------
Signature Guarantee (Notary publics are not acceptable guarantors.)

********************************************************************************

LETTER OF ACCEPTANCE: Acceptance by Declaration Service Company., agent for The
First National Bank of Boston, which accepts its appointment as Custodian for
the above referenced account and requests the transfer of assets as indicated
above. To ensure proper crediting, make check payable to The First National Bank
of Boston, for the benefit of _____________ (the account holder's name), and
reference the following:

- ----------------------------------------------- -------------------------------
Custodian for JWB Agressive Growth Fund Account of (Participant's Name)

- -----------------------------------------------
Participant's Account Number

ATTENTION CURRENT TRUSTEE OR CUSTODIAN: Mail check and a copy of this form
identifying it as a transfer of assets to: JWB Aggressive Growth Fund,
Declaration Service Company, P. O. Box 9006, Valley Forge, PA 19485.

- ---------------------------------------------------- --------------------
Authorized Signature Date

<PAGE>

Pg. 22

IRA AUTOMATIC INVESTMENT PLAN

I authorize JWB Agressive Growth Fund to establish an automatic investment plan
for me and draw on my [] Checking [] Savings in the amount of $______________
($100 minimum) on the _______ DAY of each month, which is to be invested into
JWB Agressive Growth Fund. {PLEASE FILL OUT BANK INFORMATION BELOW.}

X________________________________________ X_________________________________
Signature(s)

- --------------------------------------------------------------------------------

IRA SYSTEMATIC WITHDRAWAL PLAN (A minimum account balance of $5,000 is required
to establish this plan.)

[] Yes (Please send checks in the amount of $_______________ {Minimum of $100}.)
[] Monthly [] Quarterly [] Annual Withdrawal
[] I want the systematic withdrawal to be made on the 5th of the month. [] I
want the systematic withdrawal to be made on the 25th of the month.
[] Have all payments transferred from my fund account to my bank account.
{PLEASE FILL OUT BANK INFORMATION BELOW.}

- --------------------------------------------------------------------------------

BANK INFORMATION: Please complete the following information and include a voided
check to establish an IRA automatic investment plan or a IRA systematic
withdrawal plan:

- ------------------------------------------ ----------------------------------
Name of Bank Account Number

- --------------------------------------------------------------------------------
Address of Bank City, State, and Zip Code

- ------------------------------------------ ----------------------------------
Bank Routing Number Name of Account Holder
(The 9 digit number located on the lower left side of your check.)

X________________________________________ X__________________________________
Signatures(s)
X___________ (Date) X_____________ (Date)

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

JWB AGGRESSIVE GROWTH FUND

(The registrant)

The statement of additional information is not a prospectus, and the statement
of additional information should be read in conjunction with the prospectus.
You may obtain a copy of the prospectus from Forum Financial Corp. by calling
1-800-711-6967.

Date of the prospectus to which the statement of additional informational
relates: ____________________________

Date of the statement of additional information: _________________
<PAGE>

Pg. 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PAGE

A. General Information and History 2
B. Investment Objectives and Policies 2
C. Management of the Fund 3-6
D. Control Persons and Principal Holders of Securities 6
E. Investment Advisory and Other Services 6
F. Brokerage Allocation and Other Services 6
G. Capital Stock and Other Securities 7-12
H. Purchase, Redemption and Pricing of Securities Being
Offered 13
I. Tax Status 13
J. Underwriters 13
K. Financial Statements 13
</TABLE>

GENERAL INFORMATION AND HISTORY

The fund is a Massachusetts trust organized October 10, 1995, and has no
operations since that date, other than organizational development.

INVESTMENT OBJECTIVES AND POLICIES

As mentioned in the prospectus on page 7, the fund's fundamental policies (which
cannot be changed without shareholder approval) is to keep the overall portfolio
as simple as possible, so the fund will not contain any of the following types
of securities transactions (in addition to the ones mentioned in the
prospectus):

1. Preferred stock

2. Senior securities

3. Underwriting of securities of other issuers.

4. The purchase or sale real estate (other than the funds head quarters) and
real mortgage loans.

<PAGE>
Pg. 3

MANAGEMENT OF THE FUND

<TABLE>
<CAPTION>
Positions Held Principal Occupation(s)
Name and Address with Registrant During the Past 5 years
<S> <C> <C>
* John W. Bagwell Trustee JWB Aggressive Growth Fund
(10/95 to present)
CEO JWB Management Corp.
(10/95 to present)
General Securities Polaris Financial
Principal Services, Inc.
(6/93 to 10/95)
Registered Invest- JWB Investment
ment Advisor Advisory & Research
(4/93 to present)
General Securities Mariner Financial
Principal & Services. Inc.
Registered Rep. (11/91 to 6/93)
Reg. Rep. Gaidos/Tani Assoc.
(11/91 to 12/92)
Reg. Rep. Money Concepts
International
(7/90 to 11/91)
<PAGE>
Pg. 4

*Marko D. Popovic Fund Trustee JWB Aggressive Growth
(10/95 to present)
CFO JWB Management Corp.
(10/95 to present)
CEO The Wellington Group. LTD.
(10/95 to present)
CEO The First Capital Group
(10/93 to present)
Regional Sales Dir. Harden and Assoc.
(1/92 to 9/93)
CEO The Tutoring Company
(7/89 to 1/92)

*Richard A. Barnett Trustee JWB Aggressive Growth
Fund (10/95 to present)
COO JWB Management Corp.
(10/95 to present)
President The Wellington Group, LTD.
(10/95 to present)
President Personal Financial Planning
(1/94 to present)
Vice President Jameson Financial Group
(9/92 to 12/93)
Agent American United Life
(10/90 to 8/90)

*Roger Y. Dewa Trustee JWB Aggressive Growth Fund
(10/95 to present)
Secretary & General JWB Management Corp.
Counsel Attorney (10/95 to present)
Roger Y. Dewa (26 years)

<PAGE>

Pg. 5

Scott Hadley Non-Interested JWB Aggressive Growth Fund
Trustee (10/95 to present)
Computer Technician McDonnell Douglas Corp.
(? to present)

Keith W. Pack Non-Interested JWB Aggressive Growth Fund
Trustee (10/95 to present)
Manager Allay Industries
(9/94 to present)
Manager MAI Systems
(5/84 to 9/94)

Terry S. Krznarich, M.D. Non-Interested JWB Aggressive Growth Fund
Trustee (10/95)
Doctor St. Johns Hospital
(7/92 to present)
Intern/Student Wayne State Medical School
(8/88 to 6/92)
Student Wayne State University
Medical School
(8/83 to l2/87)

* Interested trustees.
</TABLE>

There has been no remuneration for any trustee in the last year over $60.000.

<TABLE>
<CAPTION>
Capacities in
Which Remuneration
will be Received Aggregate
Name of Person in the Future Remuneration

<S> <C> <C>
John W. Bagwell 42% of Net Income N/A
Mark D. Popovic 36% of Net Income N/A
Richard A. Barnett 12% of Net Income N/A
Roger Y. Dewa 2% of Net Income N/A
</TABLE>

<PAGE>

Pg. 6

<TABLE>
<CAPTION>
Pension or
Retirement Benefits
Accrued During Estimated Annual
Registrants Last Benefits Upon
Name of Person Fiscal Year Retirement

<S> <C> <C>
John W. Bagwell N/A 4.2 million
Mark D. Popovic N/A 3.6 million
Richard A. Barnett N/A 1.2 million
Roger Y. Dewa N/A 200,000
</TABLE>

[Computation for estimated annual benefits was based on the fund reaching the
1 billion asset mark, times 1%, and then multiplied against the income factor
of each trustee.]

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

The fund has no outside controlling parties.

INVESTMENT ADVISORY AND OTHER SERVICES

The investment advisor (John W. Bagwell of JWB Investment Advisory & Research)
is owned 100% by the advisor. There is no person or entity that controls the
advisor.

The advisory fee payable to the advisor by the fund is not based on any type of
set performance standard. In addition there shall be no credit allocation given
to the advisor. Concerning issues of expense limitations given by other trustees
of the fund. The trustees are giving $3,000 a month to cover expenses incurred
by the advisor until the fund makes money, but there is no true expense
limitation. There has been no compensation to the advisor before 9/7/95 by
anyone.

BROKERAGE ALLOCATION AND OTHER PRACTICES

There has been no brokerage commissions paid out to any brokerage company yet.
Brokers will be selected based on the lowest commission cost, ability of the
registered trader assigned to the advisor, in some circumstances, whether the
brokerage underwriting a particular IPO and research capabilities (which no
soft dollar arrangement).

<PAGE>
Pg. 7

CAPITAL STOCK AND OTHER SECURITIES

ARTICLE 6
PORTFOLIOS AND SHARES

SECTION 6.1 Description of Portfolios and Shares.

(a) Shares: Portfolios: Series of Shares. The beneficial interest in the Trust
shall be divided into Shares having a nominal or par value of one cent ($.01)
per Share, of which an unlimited number may be issued. Without limitation of any
other powers accorded to them by Article 3 of this Declaration or otherwise, the
Trustees shall have the power and authority (without any requirement of
Shareholder approval), at any time or from time to time,

(i) to establish and designate one or more separate, distinct and
independent Portfolios, in addition to the Aggressive Growth Portfolio
established and designated in Section 6.2 hereof, into which the assets of the
Trust shall be divided;

(ii) to authorize a separate Series of Shares for each such additional
Portfolio (each of which Series shall represent beneficial interests only in the
Portfolio with respect to which such Series was authorized);

(iii) to fix and determine the relative rights and preferences of Shares of
the respective Series as to rights of redemption and the price, terms and manner
of redemption, special and relative rights as to dividends and other
distributions and on liquidation, sinking or purchase fund provisions,
conversion rights, and conditions under which the Shareholders of the several
Series shall have separate voting rights or no voting rights; and

(iv) to classify or reclassify any unissued Shares, or any Shares of any
Series previously issued and reacquired by the Trust, into Shares of one or
more other Series that may be established and designated from time to time.

Except as otherwise provided as to a particular Portfolio herein or in the
Certificate of Designation therefor, the Trustees shall have all the rights
and powers, and be subject to all the duties and obligations, with respect to
each such Portfolio and the assets and affairs thereof as they have under this
Declaration with respect to the Trust and the Trust Property in general.

(b) Establishment, etc. of Additional Portfolios: Authorization of Shares.
The establishment and designation of any Portfolio (in addition to the
Aggressive Growth Portfolio established and designated in Section 6.2 hereof)
and of the Series of Shares representing the beneficial interests therein shall
be effective upon the execution by a Majority of the Trustees (or by an officer
of the Trust pursuant to the vote of a Majority of the Trustees) of an
instrument setting forth such establishment and designation and the relative
rights and preferences of the Shares of such Series and the manner in which the
same may be amended (a "Certificate of Designation"), which may provide that the
number of Shares of such Series that may be issued is unlimited, or may limit
the

<PAGE>
Pg. 8

number issuable. At any time at which no Shares of a Series (including the
Aggressive Growth Series established and designated in Section 6.2 hereof) are
outstanding, the Trustees may terminate such Series and the Portfolio to which
it pertains by an instrument so providing which is executed by a Majority of the
Trustees, or by an officer of the Trust pursuant to the vote of a Majority of
the Trustees (a "Certificate of Termination"). Each Certificate of Designation
or Certificate of Termination, and any instrument amending a Certificate of
Designation, shall have the status of an amendment to this Declaration, and
shall be filed as provided in Section 9.4 hereof, but such filing shall not be a
prerequisite to the effectiveness thereof.

(c) Character of Separate Portfolios and Shares Thereof. Each Portfolio
established hereunder shall be a separate component of the assets of the Trust,
and the holders of Shares of the Series representing the beneficial interests
in that Portfolio shall be considered Shareholders of such Portfolio, and also
as Shareholders of the Trust for purposes of receiving reports and notices and
(except as otherwise provided herein or in the Certificate of Designation of
a particular Portfolio as to such Portfolio, or as required by the 1940 Act
or other applicable law) the right to vote, all without distinction by Series.

(d) Consideration for Shares. The Trustees may issue Shares of any Series
for such consideration (which may include property subject to, or acquired in
connection with the assumption of, liabilities) and on such terms as they may
determine (or for no consideration if pursuant to a Share dividend or split-up),
all without action or approval of the Shareholders. All Shares when so issued
on the terms determined by the Trustees shall be fully paid and non-assessable
(but may be subject to mandatory contribution back to the Trust as provided
in Section 6.2(h) hereof).

SECTION 6.2 Establishment and Designation of the Aggressive Growth Portfolio
and of the Shares Thereof: General Provisions for All Portfolios. Without
limiting the authority of the Trustees set forth in Section 6.1(a) hereof to
establish and designate further Portfolios, there are hereby established and
designated the Aggressive Growth Portfolio and the Shares thereof, which shall
be known as the Aggressive Growth Series; an unlimited number of Shares of such
Series may be issued. Subject to the power of the Trustees to classify or
reclassify any unissued Shares of a Series pursuant to Section 6.1(a) above,
such Portfolio, and any further Portfolios that may from time to time be
established and designated by the Trustees, and the Shares representing the
beneficial interests therein, shall (unless the Trustees otherwise determine
with respect to some further Portfolio at the time of establishing and
designating the same) have the following relative rights and preferences:

(a) Assets Belonging to Portfolios. Any portion of the Trust property
allocated to a particular Portfolio, and all consideration received by the Trust
for the issue or sale of Shares of such Portfolio, together with all assets in
which such consideration is invested or reinvested, all interest, dividends,
income, earnings, profits and gains therefrom, and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, shall be held by the Trustees in trust for the benefit of
the holders of Shares of that Portfolio and shall irrevocably belong to that

<PAGE>

Pg. 9

Portfolio for all purposes: and shall be so recorded upon the books of account
of the Trust, and the Shareholders of such Portfolio shall not have, and shall
be conclusively deemed to have waived, any claims to the assets of any Portfolio
of which they are not Shareholders. Such consideration, assets, interest,
dividends, income, earnings, profits, gains and proceeds, together with any
General Items allocated to that Portfolio as provided in the following sentence,
an herein referred to collectively as "Portfolio Assets" of such Portfolio, and
as assets "belonging to" that Portfolio. If the Trust shall have or realize any
assets, income, interest, dividends, earnings, profits, gains or proceeds which
are nor readily identifiable as belonging to any particular Portfolio
(collectively "General Items"), the Trustees shall allocate such General Items
to and among any one or more of the Portfolios of the Trust in such manner and
on such basis as they, in (their sole discretion, deem fair and equitable; and
any General Items so allocated to a particular Portfolio shall belong to and be
part of the Portfolio Assets of that Portfolio. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all Portfolios
for all purposes.

(b) Liabilities of Portfolios. The assets belonging to each Portfolio shall
be charged with the liabilities incurred by or arising in respect of that
Portfolio and all expenses, costs, charges and reserves attributable to that
Portfolio, and at any time at which the Trust shall have more than one
Portfolio, any general liabilities, expenses, costs, charges or reserves which
are not readily identifiable as pertaining to any particular Portfolio shall be
allocated and charged by the Trustees to and among any one or more of the
Portfolios of the Trust in such manner and on such basis as the Trustees in
their sole discretion deem fair and equitable. The liabilities, expenses, costs,
charges and reserves so allocated and so charged to a particular Portfolio are
herein referred to as "liabilities of" that Portfolio. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Portfolios for all purposes.
The creditors of a particular Portfolio may look only to the assets of that
Portfolio to satisfy such creditors' claims.

(c) Dividends. Dividends and distributions on Shares of any Series may be
paid with such frequency as the Trustees may determine, which may be daily or
otherwise pursuant to a standing resolution or resolutions adopted only once or
with such frequency as the Trustees may determine, to the Shareholders of that
Series, from such of the income, accrued or realized, and capital gains,
realized or unrealized, and out of the assets belonging to the Portfolio to
which such Series pertains, as the Trustees may determine, after providing for
actual and accrued liabilities of that Portfolio. All dividends and
distributions on Shares of any Series shall be distributed pro rata to the
holders of Shares of that Series in proportion to the number of such Shares held
by such holders at the date and time of record established for the payment of
such dividends or distributions, except that the Trustees may determine, in
connection with any dividend or distribution program or procedure, that no
dividend or distribution shall be payable on newly-issued Shares as to which the
Shareholder's purchase order and/or payment have not been received by the time
or times established by the Trustees under such program or procedure, or that
dividends or distributions shall be payable on Shares which have been tendered
by the holder thereof for redemption or repurchase, but the redemption or
repurchase proceeds of which have not yet been paid to such Shareholder.
Dividends and distributions on the

<PAGE>
Pg. 10

Shares of a Series may be made in cash or Shares of that Series or a combination
thereof as determined by the Trustees, or pursuant to any program that the
Trustees may have in effect at the time for the election by each Shareholder of
the mode of the making of such dividend or distribution to that Shareholder. Any
such dividend or distribution paid in Shares will be paid at the net asset value
thereof as determined in accordance with subsection (g) of this Section 6.2.

(d) Liquidation. In the event of the liquidation or dissolution of the
Trust, the Shareholders of each Portfolio with outstanding Shares shall be
entitled to receive, when and as declared by the Trustees, the excess of the
Portfolio Assets of such Portfolio over the liabilities of such Portfolio. The
assets so distributable to the Shareholders of any Portfolio shall be
distributed among such Shareholders in proportion to the number of Shares of
that Portfolio held by them and recorded on the books of the Trust. The
liquidation of any Portfolio may be authorized by vote of a Majority of the
Trustees, subject to the affirmative vote of "a majority of the outstanding
voting securities" of the Series representing the beneficial interests in that
Portfolio, as the quoted phrase is defined in the 1940 Act, determined in
accordance with clause (iii) of the definition of "Majority Shareholder Vote" in
Section 1.4 hereof.

(e) Redemption by Shareholder. Each holder of Shares of any Series shall
have the right at such times as may be permitted by the Trust, but no less
frequently than once each week, to require the Trust to redeem all or any part
of such Shares at a redemption price equal to the net asset value per Share of
that Series next determined in accordance with subsection (g) of this Section
6.2 after the Shares are properly tendered for redemption; provided, that the
Trustees may from time to time, in their discretion, determine and impose a fee
for such redemption. The redemption price of Shares redeemed under this
subsection (e) shall be paid in cash; provided, however, that if the Trustees
determine, which determination shall be conclusive, that conditions exist with
respect to any Series of Shares which make payment wholly in cash unwise or
undesirable, the Trust may make payment wholly or partly in Securities or other
assets belonging to the Portfolio to which such Series pertains, at the value of
such Securities or assets used in such determination of net asset value.
Notwithstanding the foregoing, the Trust may postpone payment of the redemption
price and may suspend the right of the holder of Shares of any Series to require
the Trust to redeem such Shares during any period or at any time when and to the
extent permissible under the 1940 Act.

(f) Redemption at the Option of the Trust. Each Share of any Series shall be
subject to redemption at the option of the Trust at the redemption price which
would be applicable if such Share were then being redeemed by the Shareholder
pursuant to subsection (e) of this Section 6.2: (i) at any time, if the Trustees
determine in their sole discretion that failure to so redeem may have materially
adverse consequences to the holders of the Shares of the Trust, generally, or of
any Portfolio thereof, or (ii) upon such other conditions with respect to
maintenance of Shareholder accounts of a minimum amount as may from time to time
be determined by the Trustees and set forth in the then current Prospectus of
such Portfolio. Upon such redemption the holders of the Shares so redeemed shall
have no further right with respect thereto other than to receive payment of such
redemption price.

<PAGE>

Pg. 11

(g) Net Asset Value. The net asset value per Share of any Series at any time
shall be the quotient obtained by dividing the then value of the net assets of
the Portfolio to which such Series pertains (being the current value of the
assets then belonging to such Portfolio, less its then existing liabilities) by
the total number of Shares of that Series then outstanding, all determined in
accordance with the methods and procedures, including without limitation those
with respect to rounding, established by the Trustees from time to time. The
Trustees may determine to maintain the net asset value per Share of any
Portfolio at a designated constant dollar amount and in connection therewith may
adopt procedures not inconsistent with the 1940 Act for the continuing
declaration of income attributable to that Portfolio as dividends payable in
additional Shares of that Portfolio at the designated constant dollar amount and
for the handling of any losses attributable to that Portfolio. Such procedures
may provide that in the event of any loss each Shareholder shall be deemed to
have contributed to the shares of beneficial interest account of that Portfolio
such Shareholder's pro rata portion of the total number of Shares required to be
canceled in order to permit the net asset value per Share of that Portfolio to
be maintained, after reflecting such loss, at the designated constant dollar
amount. Each Shareholder of the Trust shall be deemed to have expressly agreed,
by investing in any Portfolio with respect to which the Trustees shall have
adopted any such procedure, to make the contribution referred to in the
preceding sentence in the event of any such loss.

(h) Transfer. All Shares of the Trust shall be transferrable, but transfers
of Shares of a particular Series will be recorded on the Share transfer records
of the Trust applicable to that Series only at such times as Shareholders shall
have the right to require the Trust to redeem Shares of that Series and at such
other times as may be permitted by the Trustees.

(i) Equality. All Shares of each Series shall represent an equal
proportionate interest in the assets belonging to the Portfolio to which such
Series pertains (subject to the liabilities of that Portfolio), and each Share
of any such Series shall be equal to each other Share thereof. The Trustees may
from time to time divide or combine the Shares of any Series into a greater or
lesser number of Shares of that Series without thereby changing the
proportionate beneficial interest in the assets belonging to the Portfolio to
which such Series pertains or in any way affecting the rights of the holders of
Shares of any other Series.

(j) Rights of Fractional Shares. Any fractional Share of any Series of
Shares shall carry proportionately all the rights and obligations of a whole
Share of that Series, including rights and obligations with respect to voting,
receipt of dividends and distributions, redemption of Shares, and liquidation of
the Trust or of the Portfolio to which such Class pertains.

(k) Conversion Rights. Subject to compliance with the requirements of the
1940 Act, the Trustees shall have the authority to provide that holders of
Shares of any Series shall have the right to convert said Shares into Shares of
one or more other Series of the Trust in accordance with such requirements and
procedures as the Trustees may establish.

<PAGE>

Pg. 12

SECTION 6.3 Ownership of Shares. The ownership of Shares shall be recorded
on the books of the Trust or of a Transfer Agent or similar agent for the Trust,
which books shall be maintained separately for the Shares of each Series that
has been authorized. Certificates evidencing the ownership of Shares need not be
issued except as the Trustees may otherwise determine from time to time, and the
Trustees shall have power to call outstanding Share certificates and to replace
them with book entries. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the use of facsimile
signatures, the transfer of Shares and similar matters. The record books of the
Trust as kept by the Trust or any Transfer Agent or similar agent, as the case
may be, shall be conclusive as to who are the Shareholders and as to the number
of Shares of each Series held from time to time by each such Shareholder.

The holders of Shares of each Portfolio shall upon demand disclose to the
Trustees in writing such information with respect to their direct and indirect
ownership of Shares of such Portfolio as the Trustees deem necessary to comply
with the provisions of the Internal Revenue Code, or to comply with the
requirements of any other authority.

SECTION 6.4 Investments in the Trust. The Trustees may accept investments in
any Portfolio of the Trust from such Persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as they
from time to time authorize. The Trustees may authorize any Distributor,
Principal Underwriter, Custodian, Transfer Agent or other Person to accept
orders for the purchase of Shares that conform to such authorized terms and to
reject any purchase orders for Shares, whether or not conforming to such
authorized terms.

SECTION 6.5 No Pre-emptive Rights. No Shareholder, by virtue of holding
any shares of any Series shall have any pre-emptive or other right to subscribe
to any additional Shares of that Series, or to any shares of any other Series,
or any other Securities issued by the Trust.

SECTION 6.6 Status of Shares. Every Shareholder, by virtue of having become
a Shareholder, shall be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto. Shares shall be deemed to be personal
property, giving only the rights provided herein. Ownership of Shares shall not
entitle the Shareholder to any title in or to the whole or any part of the Trust
Property or right to call for a partition or division of the same or for an
accounting, nor shall the ownership of Shares constitute the Shareholders
partners. The death of a Shareholder during the continuance of the trust shall
not operate to terminate the Trust or any Portfolio, nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but only to the
rights of said decedent under Declaration.

<PAGE>

Pg. 13

PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED

See prospectus. Nothing to add.

TAX STATUS

The registrant is qualified or intends to qualify under Subchapter M of the
Internal Revenue Code [26 U.S.C. 851-856]. No other special tax issues that
have not been disclosed in the prospectus, need to be addressed.

UNDERWRITERS

The fund is self-underwritten. There is no underwriter "per say" for the fund.

CALCULATION OF PERFORMANCE DATA

N/A. See prospectus.

FINANCIAL STATEMENTS

Will include balance sheet and financial in 4 to 6 months.

SIGNATURES

Pursuant to the requirements of (the Securities Act of 1933 and) the Investment
Company Act of 1940 the Registrant (certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485 (b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereto duly authorized
in the City of Honolulu, and State of Hawaii on the 4th day of November, 1995.

JWB Aggressive Growth Fund
__________________________
By /s/ John W. Bagwell, Trustee
____________________________
Signature and Title

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

/s/ Marko D. Popovic Trustee 11/4/95
____________________ _______ _______

/s/ Richard A. Barnett Trustee 11/4/95
______________________ _______ _______

JWB AGGRESSIVE GROWTH FUND

AGREEMENT AND DECLARATION OF TRUST

Dated: October 10, 1995

Principal Place of Business:

c/o JWB Management Corp.
Century Square Building
1188 Bishop Street
Suite 1712
Honolulu, Hawaii 96813

Massachusetts Office and Name and
Address of Initial Trustee:

Bryan G. Tyson, Esq.
Sullivan & Worcester
One Post Office Square
Boston, Massachusetts 02109

Name and Address of Resident Agent:

The Prentice-Hall Corporation System, Inc.
84 State Street
Boston, Massachusetts 02109

<PAGE>

JWB AGGRESSIVE GROWTH FUND

AGREEMENT AND DECLARATION OF TRUST

Table of Contents

<TABLE>
<CAPTION>
Provision Page
<S> <C>
RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 1 THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 1.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Location . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3 Nature of Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.4 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.5 Real Property to be Converted into Personal Property . . . . . . . . . . . . 6

ARTICLE 2 PURPOSE OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 3 POWERS OF THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.1 Powers in General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(a) Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(b) Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(c) Ownership Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(d) Form of Holding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(e) Reorganization, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(f) Voting Trusts, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(g) Contracts, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(h) Guarantees, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(i) Partnerships, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(j) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(k) Pensions, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(l) Power of Collection and Litigation. . . . . . . . . . . . . . . . . . . . . . . 9
(m) Issuance and Repurchase of Shares . . . . . . . . . . . . . . . . . . . . . . . 9
(n) Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(o) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(p) Agents, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(q) Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(r) Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(s) Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(t) General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 3.2 Borrowings; Financings; Issuance of Securities . . . . . . . . . . . . . . 10

<PAGE>

Section 3.3 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.4 Allocations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.5 Further Powers; Limitations. . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 4 TRUSTEES AND OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Section 4.1 Number, Designation, Election, Term, etc.. . . . . . . . . . . . . . . . . 12
(a) Initial Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(b) Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(c) Election and Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(d) Resignation and Retirement. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(e) Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(f) Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(g) Acceptance of Trusts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(h) Effect of Death, Resignation, etc.. . . . . . . . . . . . . . . . . . . . . . . 13
(i) Conveyance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(j) No Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Section 4.2 Trustees' Meetings; Participation by Telephone, etc. . . . . . . . . . . . 14
Section 4.3 Committees; Delegation . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.4 Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.5 Compensation of Trustees and Officers . . . . . . . . . . . . . . . . . . 14
Section 4.6 Ownership of Shares and Securities of the Trust . . . . . . . . . . . . . 15
Section 4.7 Right of Trustees and Officers to Own Property and to
Engage in Business; Authority of Trustees to
Permit Others to do Likewise . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.8 Reliance on Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.9 Surety Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.10 Apparent Authority of Trustees and Officers. . . . . . . . . . . . . . . . 16
Section 4.11 Other Relationships Not Prohibited . . . . . . . . . . . . . . . . . . . . 16
Section 4.12 Payment of Trust Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.13 Ownership of the Trust Property. . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 5 DELEGATION OF MANAGERIAL RESPONSIBILITIES. . . . . . . . . . . . . . . . . . . . . . 17

Section 5.1 Appointment; Action by Less than All Trustees. . . . . . . . . . . . . . . 17
Section 5.2 Certain Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(a) Advisory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(b) Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(c) Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(d) Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(e) Transfer and Dividend Disbursing Agency . . . . . . . . . . . . . . . . . . . . 19
(f) Shareholder Servicing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(g) Accounting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

<PAGE>

ARTICLE 6 PORTFOLIOS AND SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Section 6.1 Description of Portfolios and Shares . . . . . . . . . . . . . . . . . . . . 19
(a) Shares; Portfolios; Series of Shares. . . . . . . . . . . . . . . . . . . . 19
(b) Establishment, etc. of Additional Portfolios;
Authorization of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 20
(c) Character of Separate Portfolios and Shares Thereof . . . . . . . . . . . . 20
(d) Consideration for Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 20

Section 6.2 Establishment and Designation of the Aggressive Growth
Portfolio and of the Shares Thereof; General
Provisions for All Portfolios. . . . . . . . . . . . . . . . . . . . . . . . 21
(a) Assets Belonging to Portfolios . . . . . . . . . . . . . . . . . . . . . . . . . 21
(b) Liabilities of Portfolios. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(c) Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(d) Liquidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(e) Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(f) Redemption by Shareholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(g) Redemption at the Option of the Trust. . . . . . . . . . . . . . . . . . . . . . 23
(h) Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(i) Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(j) Equality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(k) Rights of Fractional Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(l) Conversion Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Section 6.3 Ownership of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.4 Investments in the Trust . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.5 No Pre-emptive Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.6 Status of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE 7 SHAREHOLDERS' VOTING POWERS AND MEETINGS . . . . . . . . . . . . . . . . . . . . . . 25

Section 7.1 Voting Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.2 Number of Votes and Manner of Voting; Proxies. . . . . . . . . . . . . . . 26
Section 7.3 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.4 Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.5 Quorum and Required Vote . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.6 Action by Written Consent. . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.7 Inspection of Records. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.8 Additional Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE 8 LIMITATION OF LIABILITY; INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . 27

Section 8.1 Trustees, Shareholders, etc. Not Personally Liable; Notice . . . . . . . . 27

<PAGE>

Section 8.2 Trustees' Good Faith Action; Expert Advice; No Bond
or Surety. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.3 Indemnification of Shareholders. . . . . . . . . . . . . . . . . . . . . . 28
Section 8.4 Indemnification of Trustees, Officers, etc.. . . . . . . . . . . . . . . . 29
Section 8.5 Compromise Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.6 Indemnification Not Exclusive, etc.. . . . . . . . . . . . . . . . . . . . 30
Section 8.7 Liability of Third Persons Dealing with Trustees . . . . . . . . . . . . . 30

ARTICLE 9 DURATION; REORGANIZATION; AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . 30

Section 9.1 Duration and Termination of Trust. . . . . . . . . . . . . . . . . . . . . 30
Section 9.2 Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 9.3 Amendments; etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 9.4 Filing of Copies of Declaration and Amendments . . . . . . . . . . . . . . 32

ARTICLE 10 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 10.1 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 10.2 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 10.3 Reliance by Third Parties. . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 10.4 References; Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 10.5 Use of the Name "JWB". . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
</TABLE>

<PAGE>

AGREEMENT AND DECLARATION OF TRUST

JWB AGGRESSIVE GROWTH FUND

This AGREEMENT AND DECLARATION OF TRUST, made at Boston, Massachusetts this
10th day of October, 1995 by and between the Settlor and the Trustee whose
signature is set forth below (the "Initial Trustee"),

W I T N E S S E T H T H A T:

WHEREAS, Barbara D. Gilmore, an individual residing in Peabody,
Massachusetts (the "Settlor"), proposes to deliver to the Initial Trustee the
sum of one hundred dollars ($100.00) lawful money of the United States of
America in trust hereunder and to authorize the Initial Trustee and all other
Persons acting as Trustees hereunder to employ such funds, and any other funds
coming into their hands or the hands of their successor or successors as such
Trustees, to carry on the business of an investment company, and as such of
buying, selling, investing in or otherwise dealing in and with stocks, bonds,
debentures, warrants, options, futures contracts and other securities and
interests therein, or calls or puts with respect to any of the same, or such
other and further investment media and other property as the Trustees may deem
advisable, which are not prohibited by law or the terms of this Declaration; and

WHEREAS, the Initial Trustee is willing to accept such sum, together with
any and all additions thereto and the income or increments thereof, upon the
terms, conditions and trusts hereinafter set forth; and

WHEREAS, it is proposed that the assets held by the Trustees be divided
into separate portfolios, each with its own separate investment assets,
investment objectives, policies and purposes, and that the beneficial interest
in each such portfolio shall be divided into transferable Shares of Beneficial
Interest, a separate Series of Shares for each portfolio, all in accordance with
the provisions hereinafter set forth; and

WHEREAS, it is desired that the trust established hereby (the "Trust") be
managed and operated as a trust with transferable shares under the laws of
Massachusetts, of the type commonly known as and referred to as a Massachusetts
business trust, in accordance with the provisions hereinafter set forth,

NOW, THEREFORE, the Initial Trustee, for himself and his successors as
Trustees, hereby declares, and agrees with the Settlor, for himself and for all
Persons who shall hereafter become holders of Shares of Beneficial Interest of
the Trust, of any Series, that the Trustees will hold the sum delivered to them
upon the execution hereof, and all other and further cash, securities and other
property of every type and description which they may in any way acquire in
their capacity as such Trustees, together with the income therefrom and the
proceeds thereof,

<PAGE>

IN TRUST NEVERTHELESS, to manage and dispose of the same for the benefit of the
holders from time to time of the Shares of Beneficial Interest of the several
Series being issued and to be issued hereunder and in the manner and subject to
the provisions hereof, to wit:

ARTICLE 1

THE TRUST

SECTION 1.1 Name. The name of the Trust shall be

"JWB AGGRESSIVE GROWTH FUND,"

and so far as may be practicable the Trustees shall conduct the Trust's
activities, execute all documents and sue or be sued under that name, which name
(and the word "Trust" wherever used in this Agreement and Declaration of Trust,
except where the context otherwise requires) shall refer to the Trustees in
their capacity as Trustees, and not individually or personally, and shall not
refer to the officers, agents or employees of the Trust or of such Trustees, or
to the holders of the Shares of Beneficial Interest of the Trust, of any Series.
If the Trustees determine
that the use of such name is not practicable, legal or convenient at any time or
in any jurisdiction, or if the Trust is required to discontinue the use of such
name pursuant to Section 10.5 hereof, then subject to that Section, the Trustees
may use such other designation, or they may adopt such other name for the Trust
as they deem proper, and the Trust may hold property and conduct its activities
under such designation or name.

SECTION 1.2 Location. The Trust shall have an office in Boston,
Massachusetts, unless changed by the Trustees to another location in
Massachusetts or elsewhere, but such office need not be the sole or principal
office of the Trust. The Trust may have such other offices or places of business
as the Trustees may from time to time determine to be necessary or expedient.

SECTION 1.3 Nature of Trust. The Trust shall be a trust with transferable
shares under the laws of The Commonwealth of Massachusetts, of the type referred
to in Section 1 of Chapter 182 of the Massachusetts General Laws and commonly
termed a Massachusetts business trust. The Trust is not intended to be, shall
not be deemed to be, and shall not be treated as, a general partnership, limited
partnership, joint venture, corporation or joint stock company. The Shareholders
shall be beneficiaries and their relationship to the Trustees shall be solely in
that capacity in accordance with the rights conferred upon them hereunder.

SECTION 1.4 Definitions. As used in this Agreement and Declaration of
Trust, the following terms shall have the meanings set forth below unless the
context thereof otherwise requires:

"Accounting Agent" shall have the meaning designated in Section 5.2(g)
hereof.

"Administrator" shall have the meaning designated in Section 5.2(b) hereof.

<PAGE>

"Affiliated Person" shall have the meaning assigned to it in the 1940 Act.

"By-Laws" shall mean the By-Laws of the Trust, as amended from time to
time.

"Certificate of Designation" shall have the meaning designated in Section
6.1 hereof.

"Certificate of Termination" shall have the meaning designated in Section
6.1 hereof.

"Commission" shall have the same meaning as in the 1940 Act.

"Contracting Party" shall have the meaning designated in the preamble to
Section 5.2 hereof.

"Covered Person" shall have the meaning designated in Section 8.4 hereof.

"Custodian" shall have the meaning designated in Section 5.2(d) hereof.

"Declaration" and "Declaration of Trust" shall mean this Agreement and
Declaration of Trust and all amendments or modifications thereof as from time to
time in effect. References in this Agreement and Declaration of Trust to
"hereof", "herein" and "hereunder" shall be deemed to refer to the Declaration
of Trust generally, and shall not be limited to the particular text, Article or
Section in which such words appear.

"Disabling Conduct" shall have the meaning designated in Section 8.4
hereof.

"Distributor" shall have the meaning designated in Section 5.2(c) hereof.

"Dividend Disbursing Agent" shall have the meaning designated in Section
5.2(e) hereof.

"General Items" shall have the meaning defined in Section 6.2(a) hereof.

"Initial Trustee" shall have the meaning defined in the preamble hereto.

"Internal Revenue Code shall mean the Internal Revenue Code of 1986, as
from time to time amended and in effect, or any substituted statute dealing with
the same general subject matter as the Internal Revenue Code of 1986, as in
effect on October, 1995, and in either case the rules and regulations
thereunder, as from time to time interpreted and applied by applicable case law
thereunder.

"Investment Adviser" shall have the meaning stated in Section 5.2(a)
hereof.

"Majority of the Trustees" shall mean a majority of the Trustees in office
at the time in question. At any time at which there shall be only one (1)
Trustee in office, such term shall mean such Trustee.

"Majority Shareholder Vote," as used with respect to the election of any
Trustee at a meeting of Shareholders, shall mean the vote for the election of
such Trustee of a plurality of

<PAGE>

all outstanding Shares of the Trust, without regard to Series, represented in
person or by proxy and entitled to vote thereon, provided that a quorum
(determined as provided in Section 7.5 hereof) is present, and as used with
respect to any other action required or permitted to be taken by Shareholders,
shall mean the affirmative vote for such action of the holders of that number of
all outstanding Shares (or, where a separate vote of Shares of any particular
Series is to be taken, the affirmative vote of that number of the outstanding
Shares of that Series) of the Trust which constitutes either (i) a majority of
all Shares (or of Shares of the particular Series) represented in person or by
proxy and entitled to vote on such action at the meeting of Shareholders at
which such action is to be taken, provided that a quorum (determined as provided
in Section 7.5 hereof) is present; or (ii) if such action is to be taken by
written consent of Shareholders, a majority of all Shares (or of Shares of the
particular Series) issued and outstanding and entitled to vote on such action;
provided, that (iii) as used with respect to any action requiring the
affirmative vote of "a majority of the outstanding voting securities", as the
quoted phrase is defined in the 1940 Act, of the Trust or of any Series,
"Majority Shareholder Vote" means the vote for such action at a meeting of
Shareholders of the smallest majority of all outstanding Shares of the Trust (or
of Shares of the particular Series) entitled to vote on such action which
satisfies such 1940 Act voting requirement.

"1940 Act" shall mean the provisions of the Investment Company Act of 1940
and the rules and regulations thereunder, both as amended from time to time, and
any order or orders thereunder which may from time to time be applicable to the
Trust.

"Person" shall mean and include individuals, as well as corporations,
limited partnerships, general partnerships, joint stock companies, joint
ventures, associations, banks, trust companies, land trusts, business trusts or
other organizations established under the laws of any jurisdiction, whether or
not considered to be legal entities, and governments and agencies and political
subdivisions thereof.

"Portfolio" or "Portfolios" shall mean one or more of the separate
components of the assets of the Trust which are now or hereafter established and
designated under or in accordance with the provisions of Article 6 hereof.

"Portfolio Assets" shall have the meaning defined in Section 6.2(a) hereof.

"Principal Underwriter" shall have the meaning designated in Section 5.2(c)
hereof.

"Prospectus," as used with respect to any Portfolio or Series of Shares,
shall mean the prospectus relating to such Portfolio or Series which constitutes
part of the currently effective Registration Statement of the Trust under the
Securities Act of 1933, as such prospectus may be amended or supplemented from
time to time.

"Securities" shall mean any and all bills, notes, bonds, debentures or
other obligations or evidences of indebtedness, certificates of deposit,
bankers' acceptances, commercial paper, repurchase agreements or other money
market instruments; stocks, shares or other equity ownership interests; and
warrants, options or other instruments representing rights to subscribe for,
purchase, receive or otherwise acquire or to sell, transfer, assign or otherwise
dispose of, and scrip, certificates, receipts or other instruments evidencing
any ownership rights or interests

<PAGE>

in, any of the foregoing and "when issued" and "delayed delivery" contracts for
securities, issued, guaranteed or sponsored by any governments, political
subdivisions or governmental authorities, agencies or instrumentalities, by any
individuals, firms, companies, corporations, syndicates, associations or trusts,
or by any other organizations or entities whatsoever, irrespective of their
forms or the names by which they may be described, whether or not they be
organized and operated for profit, and whether they be domestic or foreign with
respect to The Commonwealth of Massachusetts or the United States of America.

"Securities of the Trust" shall mean any Securities issued by the Trust.

"Series" shall mean one or more of the series of Shares authorized by the
Trustees, each to represent the beneficial interests in one of the Portfolios of
the Trust.

"Settlor" shall have the meaning stated in the first "Whereas" clause set
forth above.

"Shareholder" shall mean as of any particular time any Person shown of
record at such time on the books of the Trust as a holder of outstanding Shares
of any Series, and shall include a pledgee into whose name any such Shares are
transferred in pledge.

"Shareholder Servicing Agent" shall have the meaning designated in Section
5.2(f) hereof.

"Shares" shall mean the transferable units into which the beneficial
interest in the Trust and each Portfolio of the Trust (as the context may
require) shall be divided from time to time, and includes fractions of Shares as
well as whole Shares. All references herein to "Shares" which are not
accompanied by a reference to any particular Series shall be deemed to apply to
outstanding Shares without regard to Series.

"Single Class Voting," as used with respect to any matter to be acted upon
at a meeting or by written consent of Shareholders, shall mean a style of voting
in which each holder of one or more Shares shall be entitled to one vote on the
matter in question for each Share standing in his name on the records of the
Trust, irrespective of Series, and all outstanding Shares of all Series vote as
a single class.

"Statement of Additional Information," as used with respect to any Series
of Shares, shall mean the statement of additional information relating to such
Series, which constitutes part of the currently effective Registration Statement
of the Trust under the Securities Act of 1933, as such statement of additional
information may be amended or supplemented from time to time.

"Transfer Agent" shall have the meaning defined in Section 5.2(e) hereof.

"Trust" shall have the meaning stated in the fourth "Whereas" clause set
forth above.

"Trust Property" shall mean, as of any particular time, any and all
property which shall have been transferred, conveyed or paid to the Trust or the
Trustees, and all interest, dividends, income, earnings, profits and gains
therefrom, and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, and any funds or payments derived from

<PAGE>

any reinvestment of such proceeds in whatever form the same may be, and which at
such time is owned or held by, or for the account of, the Trust or the Trustees,
without regard to the Portfolio to which such property is allocated.

"Trustees" shall mean, collectively, the Initial Trustee, so long as he
shall continue in office, and all other individuals who at the time in question
have been duly elected or appointed as Trustees of the Trust in accordance with
the provisions hereof and who have qualified and are then in office. At any time
at which there shall be only one (1) Trustee in office, such term shall mean
such single Trustee.

SECTION 1.5 Real Property to be Converted into Personal Property.
Notwithstanding any other provision hereof, any real property at any time
forming part of the Trust Property shall be held in trust for sale and
conversion into personal property at such time or times and in such manner and
upon such terms as the Trustees shall approve, but the Trustees shall have power
until the termination of this Trust to postpone such conversion as long as they
in their uncontrolled discretion shall think fit, and for the purpose of
determining the nature of the interest of the Shareholders therein, all such
real property shall at all times be considered as personal property.

ARTICLE 2

PURPOSE OF THE TRUST

The purpose of the Trust shall be to engage in the business of being an
investment company, and as such of subscribing for, purchasing or otherwise
acquiring, holding for investment or trading in, borrowing, lending and selling
short, selling, assigning, negotiating or exchanging and otherwise disposing of,
and turning to account, realizing upon and generally dealing in and with, in any
manner, (a) Securities of all kinds, (b) precious metals and other minerals,
contracts to purchase and sell, and other interests of every nature and kind in,
such metals or minerals, and (c) rare coins and other numismatic items, and all
as the Trustees in their discretion shall determine to be necessary, desirable
or appropriate, and to exercise and perform any and every act, thing or power
necessary, suitable or desirable for the accomplishment of such purpose, the
attainment of any of the objectives or the furtherance of any of the powers
given hereby which are lawful purposes, objects or powers of a trust with
transferable shares of the type commonly termed a Massachusetts business trust;
and to do every other act or acts or thing or things incidental or appurtenant
to or growing out of or in connection with the aforesaid objectives, purposes or
powers, or any of them, which a trust of the type commonly termed a
Massachusetts business trust is not now or hereafter prohibited from doing,
exercising or performing.
<PAGE>

ARTICLE 3

POWERS OF THE TRUSTEES

SECTION 3.1 Powers in General. The Trustees shall have, without other or
further authorization, full, entire, exclusive and absolute power, control and
authority over, and management of, the business of the Trust and over the Trust
Property, to the same extent as if the Trustees were the sole owners of the
business and property of the Trust in their own right, and with such powers of
delegation as may be permitted by this Declaration, subject only to such
limitations as may be expressly imposed by this Declaration or by applicable
law. The enumeration of any specific power or authority herein shall not be
construed as limiting the aforesaid power or authority or any specific power or
authority. Without limiting the foregoing, the Trustees may adopt By-Laws not
inconsistent with this Declaration providing for the conduct of the business and
affairs of the Trust and may amend and repeal them to the extent that such
By-Laws do not reserve that right to the Shareholders; they may select, and from
time to time change, the fiscal year of the Trust; they may adopt and use a seal
for the Trust, provided, that unless otherwise required by the Trustees, it
shall not be necessary to place the seal upon, and its absence shall not impair
the validity of, any document, instrument or other paper executed and delivered
by or on behalf of the Trust; they may from time to time in accordance with the
provisions of Section 6.1 hereof establish one or more Portfolios to which they
may allocate such of the Trust Property, subject to such liabilities, as they
shall deem appropriate, each such Portfolio to be operated by the Trustees as a
separate and distinct investment medium and with separately defined investment
objectives and policies and distinct investment purposes, all as established by
the Trustees, or from time to time changed by them; they may as they consider
appropriate elect and remove officers and appoint and terminate agents and
consultants and hire and terminate employees, any one or more of the foregoing
of whom may be a Trustee; they may appoint from their own number, and terminate,
any one or more committees consisting of one or more Trustees, including without
implied limitation an Executive Committee, which may, when the Trustees are not
in session and subject to the 1940 Act, exercise some or all of the power and
authority of the Trustees as the Trustees may determine; in accordance with
Section 5.2 they may employ one or more Investment Advisers, Administrators and
Custodians and may authorize any Custodian to employ subcustodians or agents and
to deposit all or any part of such assets in a system or systems for the central
handling of Securities, retain Transfer, Dividend Disbursing, Accounting or
Shareholder Servicing Agents or any of the foregoing, provide for the
distribution of Shares by the Trust through one or more Distributors, Principal
Underwriters or otherwise, set record dates or times for the determination of
Shareholders entitled to participate in, benefit from or act with respect to
various matters; and in general they may delegate to any officer of the Trust,
to any Committee of the Trustees and to any employee, Investment Adviser,
Administrator, Distributor, Custodian, Transfer Agent, Dividend Disbursing
Agent, or any other agent or consultant of the Trust, such authority, powers,
functions and duties as they consider desirable or appropriate for the conduct
of the business and affairs of the Trust, including without implied limitation
the power and authority to act in the name of the Trust and of the Trustees, to
sign documents and to act as attorney-in-fact for the Trustees. Without limiting
the foregoing and to the extent not inconsistent with the 1940 Act or other
applicable law, the Trustees shall have power and authority:

<PAGE>

(a) Investments. To invest and reinvest cash and other property; to
buy, for cash or on margin, and otherwise acquire and hold, Securities
created or issued by any Persons, including Securities maturing after the
possible termination of the Trust; to make payment therefor in any lawful
manner in exchange for any of the Trust Property; and to hold cash or other
property uninvested without in any event being bound or limited by any
present or future law or custom in regard to investments by trustees;

(b) Disposition of Assets. To lend, sell, exchange, mortgage, pledge,
hypothecate, grant security interests in, encumber, negotiate, convey,
transfer or otherwise dispose of, and to trade in, any and all of the Trust
Property, free and clear of all trusts, for cash or on terms, with or
without advertisement, and on such terms and conditions as to payment,
security or otherwise, all as they shall deem necessary or expedient;

(c) Ownership Powers. To vote or give assent, or exercise any and all
other rights, powers and privileges of ownership with respect to, and to
perform any and all duties and obligations as owners of, any Securities or
other property forming part of the Trust Property, the same as any
individual might do; to exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of Securities, and to
receive powers of attorney from, and to execute and deliver proxies or
powers of attorney to, such Person or Persons as the Trustees shall deem
proper, receiving from or granting to such Person or Persons such power and
discretion with relation to Securities or other property of the Trust, all
as the Trustees shall deem proper;

(d) Form of Holding. To hold any Security or other property in a form
not indicating any trust, whether in bearer, unregistered or other
negotiable form, or in the name of the Trustees or of the Trust, or of the
Portfolio to which such Securities or property belong, or in the name of a
Custodian, subcustodian or other nominee or nominees, or otherwise, upon
such terms, in such manner or with such powers, as the Trustees may
determine, and with or without indicating any trust or the interest of the
Trustees therein;

(e) Reorganization, etc. To consent to or participate in any plan for
the reorganization, consolidation or merger of any corporation or issuer,
any Security of which is or was held in the Trust or any Portfolio; to
consent to any contract, lease, mortgage, purchase or sale of property by
such corporation or issuer, and to pay calls or subscriptions with respect
to any Security forming part of the Trust Property;

(f) Voting Trusts, etc. To join with other holders of any Securities
in acting through a committee, depository, voting trustee or otherwise, and
in that connection to deposit any Security with, or transfer any Security
to, any such committee, depository or trustee, and to delegate to them such
power and authority with relation to any Security (whether or not so
deposited or transferred) as the Trustees shall deem proper, and to agree
to pay, and to pay, such portion of the expenses and compensation of such
committee, depository or trustee as the Trustees shall deem proper;

(g) Contracts, etc. To enter into, make and perform all such
obligations, contracts, agreements and undertakings of every kind and
description, with any Person

<PAGE>

or Persons, as the Trustees shall in their discretion deem expedient in the
conduct of the business of the Trust, for such terms as they shall see fit,
whether or not extending beyond the term of office of the Trustees, or
beyond the possible expiration of the Trust; to amend, extend, release or
cancel any such obligations, contracts, agreements or understandings; and
to execute, acknowledge, deliver and record all written instruments which
they may deem necessary or expedient in the exercise of their powers;

(h) Guarantees, etc. To endorse or guarantee the payment of any notes
or other obligations of any Person; to make contracts of guaranty or
suretyship, or otherwise assume liability for payment thereof; and to
mortgage and pledge the Trust Property or any part thereof to secure any of
or all such obligations;

(i) Partnerships, etc. To enter into joint ventures, general or
limited partnerships and any other combinations or associations;

(j) Insurance. To purchase and pay for entirely out of Trust Property
such insurance as they may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance policies insuring
the assets of the Trust and payment of distributions and principal on its
portfolio investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, consultants, Investment Advisers,
managers, Administrators, Distributors, Principal Underwriters, or other
independent contractors, or any thereof (or any Person connected
therewith), of the Trust, individually, against all claims and liabilities
of every nature arising by reason of holding, being or having held any such
office or position, or by reason of any action alleged to have been taken
or omitted by any such Person in any such capacity, including any action
taken or omitted that may be determined to constitute negligence, whether
or not the Trust would have the power to indemnify such Person against such
liability;

(k) Pensions, etc. To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry out pension,
profit-sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trusts and provisions, including
the purchasing of life insurance and annuity contracts as a means of
providing such retirement and other benefits, for any or all of the
Trustees, officers, employees and agents of the Trust;

(l) Power of Collection and Litigation. To collect, sue for and
receive all sums of money coming due to the Trust, to employ counsel, and
to commence, engage in, prosecute, intervene in, join, defend, compound,
compromise, adjust or abandon, in the name of the Trust, any and all
actions, suits, proceedings, disputes, claims, controversies, demands or
other litigation or legal proceedings relating to the Trust, the business
of the Trust, the Trust Property, or the Trustees, officers, employees,
agents and other independent contractors of the Trust, in their capacity as
such, at law or in equity, or before any other bodies or tribunals, and to
compromise, arbitrate or otherwise adjust any dispute to which the Trust
may be a party, whether or not any suit is commenced or any claim shall
have been made or asserted;

<PAGE>

(m) Issuance and Repurchase of Shares. To issue, sell, repurchase,
redeem, retire, cancel, acquire, hold, resell, reissue, dispose of,
transfer, and otherwise deal in Shares of any Series, and, subject to
Article 6 hereof, to apply to any such repurchase, redemption, retirement,
cancellation or acquisition of Shares of any Series, any of the Portfolio
Assets belonging to the Portfolio to which such Series relates, whether
constituting capital or surplus or otherwise, to the full extent now or
hereafter permitted by applicable law; provided, that any Shares belonging
to the Trust shall not be voted, directly or indirectly;

(n) Offices. To have one or more offices, and to carry on all or any
of the operations and business of the Trust, in any of the States,
Districts or Territories of the United States, and in any and all foreign
countries, subject to the laws of such State, District, Territory or
country;

(o) Expenses. To incur and pay any and all such expenses and charges
as they may deem advisable (including without limitation appropriate fees
to themselves as Trustees), and to pay all such sums of money for which
they may be held liable by way of damages, penalty, fine or otherwise;

(p) Agents, etc. To retain and employ any and all such servants,
agents, employees, attorneys, brokers, investment advisers, accountants,
architects, engineers, builders, escrow agents, depositories, consultants,
ancillary trustees, custodians, agents for collection, insurers, banks and
officers, as they think best for the business of the Trust or any
Portfolio, to supervise and direct the acts of any of the same, and to fix
and pay their compensation and define their duties;

(q) Accounts. To determine, and from time to time change, the method
or form in which the accounts of the Trust shall be kept;

(r) Valuation. Subject to the requirements of the 1940 Act, to
determine from time to time the value of all or any part of the Trust
Property and of any services, Securities, property or other consideration
to be furnished to or acquired by the Trust, and from time to time to
revalue all or any part of the Trust Property in accordance with such
appraisals or other information as is, in the Trustees' sole judgment,
necessary and satisfactory;

(s) Indemnification. In addition to the mandatory indemnification
provided for in Article 8 hereof and to the extent permitted by law, to
indemnify or enter into agree- ments with respect to indemnification with
any Person with whom this Trust has dealings, including, without
limitation, any independent contractor, to such extent as the Trustees
shall determine; and

(t) General. To do all such other acts and things and to conduct,
operate, carry on and engage in such other lawful businesses or business
activities as they shall in their sole and absolute discretion consider to
be incidental to the business of the Trust or any Portfolio as an
investment company, and to exercise all powers which they shall in their
discretion consider necessary, useful or appropriate to carry on the
business of the Trust

<PAGE>

or any Portfolio, to promote any of the purposes for which the Trust is
formed, whether or not such things are specifically mentioned herein, in
order to protect or promote the interests of the Trust or any Portfolio, or
otherwise to carry out the provisions of this Declaration.

SECTION 3.2 Borrowings; Financings; Issuance of Securities. The Trustees
shall have power to borrow or in any other manner raise such sum or sums of
money, and to incur such other indebtedness for goods or services, or for or in
connection with the purchase or other acquisition of property, as they shall
deem advisable for the purposes of the Trust, in any manner and on any terms,
and to evidence the same by negotiable or non-negotiable Securities which may
mature at any time or times, even beyond the possible date of termination of the
Trust; to issue Securities of any type for such cash, property, services or
other considerations, and at such time or times and upon such terms, as they may
deem advisable; and to reacquire any such Securities. Any such Securities of the
Trust may, at the discretion of the Trustees, be made convertible into Shares of
any Series, or may evidence the right to purchase, subscribe for or otherwise
acquire Shares of any Series, at such times and on such terms as the Trustees
may prescribe.

SECTION 3.3 Deposits. Subject to the requirements of the 1940 Act, the
Trustees shall have power to deposit any moneys or Securities included in the
Trust Property with any one or more banks, trust companies or other banking
institutions, whether or not such deposits will draw interest. Such deposits are
to be subject to withdrawal in such manner as the Trustees may determine, and
the Trustees shall have no responsibility for any loss which may occur by reason
of the failure of the bank, trust company or other banking institution with
which any such moneys or Securities have been deposited, other than liability
based on their gross negligence or willful fault.

SECTION 3.4 Allocations. The Trustees shall have power to determine whether
moneys or other assets received by the Trust shall be charged or credited to
income or capital, or allocated between income and capital, including the power
to amortize or fail to amortize any part or all of any premium or discount, to
treat any part or all of the profit resulting from the maturity or sale of any
asset, whether purchased at a premium or at a discount, as income or capital, or
to apportion the same between income and capital, to apportion the sale price of
any asset between income and capital, and to determine in what manner any
expenses or disbursements are to be borne as between income and capital, whether
or not in the absence of the power and authority conferred by this Section 3.4
such assets would be regarded as income or as capital or such expense or
disbursement would be charged to income or to capital; to treat any dividend or
other distribution on any investment as income or capital, or to apportion the
same between income and capital; to provide or fail to provide reserves,
including reserves for depreciation, amortization or obsolescence in respect of
any Trust Property in such amounts and by such methods as they shall determine;
to allocate less than all of the consideration paid for Shares of any Series to
the shares of beneficial interest account of the Portfolio to which such Shares
relate and to allocate the balance thereof to paid-in capital of that Portfolio,
and to reallocate such amounts from time to time; all as the Trustees may
reasonably deem proper.

SECTION 3.5 Further Powers; Limitations. The Trustees shall have power to
do all such other matters and things, and to execute all such instruments, as
they deem necessary,

<PAGE>

proper or desirable in order to carry out, promote or advance the interests of
the Trust, although such matters or things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the provisions of
this Declaration, the presumption shall be in favor of a grant of power to the
Trustees. The Trustees shall not be required to obtain any court order to deal
with the Trust Property. The Trustees may limit their right to exercise any of
their powers through express restrictive provisions in the instruments
evidencing or providing the terms for any Securities of the Trust or in other
contractual instruments adopted on behalf of the Trust.

ARTICLE 4

TRUSTEES AND OFFICERS

SECTION 4.1 Number, Designation, Election, Term, etc.

(a) Initial Trustee. Upon his execution of this Declaration or a
counterpart hereof or some other writing in which he accepts such
Trusteeship and agrees to the provisions hereof, the individual whose
signature is affixed hereto as Initial Trustee shall become the Initial
Trustee hereof.

(b) Number. The Trustees serving as such, whether named below or
hereafter becoming Trustees, may, by a written instrument signed by a
Majority of the Trustees (or by an officer of the Trust pursuant to the
vote of a Majority of the Trustees) increase or decrease the number of
Trustees to a number other than the number theretofore determined. No
decrease in the number of Trustees shall have the effect of removing any
Trustee from office prior to the expiration of his term, but the number of
Trustees may be decreased in conjunction with the removal of a Trustee
pursuant to subsection (e) of this Section 4.l.

(c) Election and Term. The Trustees shall be elected by the
Shareholders of the Trust at the first meeting of Shareholders immediately
prior to the initial public offering of Shares of the Trust, and the term
of office of any Trustees in office before such election shall terminate at
the time of such election. Subject to Section 16(a) of the 1940 Act and to
the preceding sentence of this subsection (c), the Trustees shall have the
power to set and alter the terms of office of the Trustees, and at any time
to lengthen or shorten their own terms or make their terms of unlimited
duration, to elect their own successors and, pursuant to subsection (f) of
this Section 4.1, to appoint Trustees to fill vacancies; provided, that
Trustees shall be elected by a Majority Shareholder Vote at any such time
or times as the Trustees shall determine that such action is required under
Section 16(a) of the 1940 Act or, if not so required, that such action is
advisable; and further provided, that, after the initial election of
Trustees by the Shareholders, the term of office of any incumbent Trustee
shall continue until the termination of this Trust or his earlier death,
resignation, retirement, bankruptcy, adjudicated incompetency or other
incapacity or removal, or if not so terminated, until the election of such
Trustee's successor in office has become effective in accordance with this
subsection (c).

<PAGE>

(d) Resignation and Retirement. Any Trustee may resign his trust or
retire as a Trustee, by a written instrument signed by him and delivered to
the other Trustees or to any officer of the Trust, and such resignation or
retirement shall take effect upon such delivery or upon such later date as
is specified in such instrument.

(e) Removal. Any Trustee may be removed with or without cause at any
time: (i) by written instrument, signed by at least two-thirds (2/3) of the
number of Trustees in office prior to such removal, specifying the date
upon which such removal shall become effective; or (ii) by vote of
Shareholders holding not less than two-thirds (2/3) of the Shares of each
Series then outstanding, cast in person or by proxy at any meeting called
for the purpose; or (iii) by a written declaration signed by Shareholders
holding not less than two-thirds (2/3) of the Shares of each Series then
outstanding and filed with the Trust's Custodian.

(f) Vacancies. Any vacancy or anticipated vacancy resulting from any
reason, including an increase in the number of Trustees, may (but need not
unless required by the 1940 Act) be filled by a Majority of the Trustees,
subject to the provisions of Section 16(a) of the 1940 Act, through the
appointment in writing of such other individual as such remaining Trustees
in their discretion shall determine; provided, that if there shall be no
Trustees in office, such vacancy or vacancies shall be filled by vote of
the Shareholders. Any such appointment or election shall be effective upon
such individual's written acceptance of his appointment as a Trustee and
his agreement to be bound by the provisions of this Declaration, except
that any such appointment in anticipation of a vacancy to occur by reason
of retirement, resignation or increase in the number of Trustees to be
effective at a later date shall become effective only at or after the
effective date of said retirement, resignation or increase in the number of
Trustees.

(g) Acceptance of Trusts. Any individual appointed as a Trustee under
subsection (f), and any individual elected as a Trustee under subsection
(c), of this Section 4.1 who was not, immediately prior to such election,
acting as a Trustee, shall accept such appointment or election in writing
and agree in such writing to be bound by the provisions hereof, and
whenever such individual shall have executed such writing and any
conditions to such appointment or election shall have been satisfied, such
individual shall become a Trustee and the Trust Property shall vest in the
new Trustee, together with the continuing Trustees, without any further act
or conveyance.

(h) Effect of Death, Resignation, etc. No vacancy, whether resulting
from the death, resignation, retirement, removal or incapacity of any
Trustee, an increase in the number of Trustees or otherwise, shall operate
to annul or terminate the Trust hereunder or to revoke or terminate any
existing agency or contract created or entered into pursuant to the terms
of this Declaration. Until such vacancy is filled as provided in this
Section 4.1, the Trustees in office (if any), regardless of their number,
shall have all the powers granted to the Trustees and shall discharge all
the duties imposed upon the Trustees by this Declaration. A written
instrument certifying the existence of such vacancy signed by a Majority of
the Trustees shall be conclusive evidence of the existence of such vacancy.

<PAGE>

(i) Conveyance. In the event of the resignation or removal of a
Trustee or his otherwise ceasing to be a Trustee, such former Trustee or
his legal representative shall, upon request of the continuing Trustees,
execute and deliver such documents as may be required for the purpose of
consummating or evidencing the conveyance to the Trust or the remaining
Trustees of any Trust Property held in such former Trustee's name, but the
execution and delivery of such documents shall not be requisite to the
vesting of title to the Trust Property in the remaining Trustees, as
provided in subsection (g) of this Section 4.1 and in Section 4.13 hereof.

(j) No Accounting. Except to the extent required by the 1940 Act or
under circumstances which would justify his removal for cause, no Person
ceasing to be a Trustee (nor the estate of any such Person) shall be
required to make an accounting to the Shareholders or remaining Trustees
upon such cessation.

SECTION 4.2 Trustees' Meetings; Participation by Telephone, etc. An annual
meeting of Trustees shall be held not later than the last day of the fourth
month after the end of each fiscal year of the Trust and special meetings may be
held from time to time, in each case, upon the call of such officers as may be
thereunto authorized by the By-Laws or vote of the Trustees, or by any two (2)
Trustees, or pursuant to a vote of the Trustees adopted at a duly constituted
meeting of the Trustees, and upon such notice as shall be provided in the
By-Laws. The Trustees may act with or without a meeting, and a written consent
to any matter, signed by a Majority of the Trustees, shall be equivalent to
action duly taken at a meeting of the Trustees, duly called and held. Except as
otherwise provided by the 1940 Act or other applicable law, or by this
Declaration or the By-Laws, any action to be taken by the Trustees may be taken
by a majority of the Trustees present at a meeting of Trustees (a quorum,
consisting of at least a Majority of the Trustees, being present), within or
without Massachusetts. If authorized by the By-Laws, all or any one or more
Trustees may participate in a meeting of the Trustees or any Committee thereof
by means of conference telephone or similar means of communication by means of
which all Persons participating in the meeting can hear each other, and
participation in a meeting pursuant to such means of communication shall
constitute presence in person at such meeting. The minutes of any meeting thus
held shall be prepared in the same manner as a meeting at which all participants
were present in person.

SECTION 4.3 Committees; Delegation. The Trustees shall have power,
consistent with their ultimate responsibility to supervise the affairs of the
Trust, to delegate from time to time to an Executive Committee, and to one or
more other Committees, or to any single Trustee, the doing of such things and
the execution of such deeds or other instruments, either in the name of the
Trust or the names of the Trustees or as their attorney or attorneys in fact, or
otherwise as the Trustees may from time to time deem expedient, and any
agreement, deed, mortgage, lease or other instrument or writing executed by the
Trustee or Trustees or other Person to whom such delegation was made shall be
valid and binding upon the Trustees and upon the Trust.

SECTION 4.4 Officers. The Trustees shall annually elect such officers or
agents, who shall have such powers, duties and responsibilities as the Trustees
may deem to be advisable, and as they shall specify by resolution or in the
By-Laws. Except as may be provided in the By-

<PAGE>

Laws, any officer elected by the Trustees may be removed at any time with or
without cause. Any two (2) or more offices may be held by the same individual.

SECTION 4.5 Compensation of Trustees and Officers. The Trustees shall fix
the compensation of all officers and Trustees. Without limiting the generality
of any of the provisions hereof, the Trustees shall be entitled to receive
reasonable compensation for their general services as such, and to fix the
amount of such compensation, and to pay themselves or any one or more of
themselves such compensation for special services, including legal, accounting,
or other professional services, as they in good faith may deem reasonable. No
Trustee or officer resigning and (except where a right to receive compensation
for a definite future period shall be expressly provided in a written agreement
with the Trust, duly approved by the Trustees) no Trustee or officer removed
shall have any right to any compensation as such Trustee or officer for any
period following his resignation or removal, or any right to damages on account
of his removal, whether his compensation be by the month, by the year or
otherwise.

SECTION 4.6 Ownership of Shares and Securities of the Trust. Any Trustee,
and any officer, employee or agent of the Trust, and any organization in which
any such Person is interested, may acquire, own, hold and dispose of Shares of
any Series and other Securities of the Trust for his or its individual account,
and may exercise all rights of a holder of such Shares or Securities to the same
extent and in the same manner as if such Person were not such a Trustee,
officer, employee or agent of the Trust; subject, in the case of Trustees and
officers, to the same limitations as directors or officers (as the case may be)
of a Massachusetts business corporation; and the Trust may issue and sell or
cause to be issued and sold and may purchase any such Shares or other Securities
from any such Person or any such organization, subject only to the general
limitations, restrictions or other provisions applicable to the sale or purchase
of Shares of such Series or other Securities of the Trust generally.

SECTION 4.7 Right of Trustees and Officers to Own Property and to Engage in
Business; Authority of Trustees to Permit Others to do Likewise. The Trustees,
in their capacity as Trustees, and (unless otherwise specifically directed by
vote of the Trustees) the officers of the Trust in their capacity as such, shall
not be required to devote their entire time to the business and affairs of the
Trust. Except as otherwise specifically provided by vote of the Trustees, or by
agreement in any particular case, any Trustee or officer of the Trust may
acquire, own, hold and dispose of, for his own individual account, any property,
and acquire, own, hold, carry on and dispose of, for his own individual account,
any business entity or business activity, whether similar or dissimilar to any
property or business entity or business activity invested in or carried on by
the Trust, and without first offering the same as an investment opportunity to
the Trust, and may exercise all rights in respect thereof as if he were not a
Trustee or officer of the Trust. The Trustees shall also have power, generally
or in specific cases, to permit employees or agents of the Trust to have the
same rights (or lesser rights) to acquire, hold, own and dispose of property and
businesses, to carry on businesses, and to accept investment opportunities
without offering them to the Trust, as the Trustees have by virtue of this
Section 4.7.

SECTION 4.8 Reliance on Experts. The Trustees and officers may consult with
counsel, engineers, brokers, appraisers, auctioneers, accountants, investment
bankers, securities analysts or other Persons (any of which may be a firm in
which one or more of the Trustees or officers is or are members or otherwise
interested) whose profession gives authority to a

<PAGE>

statement made by them on the subject in question, and who are reasonably deemed
by the Trustees or officers in question to be competent, and the advice or
opinion of such Persons shall be full and complete personal protection to all of
the Trustees and officers in respect of any action taken or suffered by them in
good faith and in reliance on or in accordance with such advice or opinion. In
discharging their duties, Trustees and officers, when acting in good faith, may
rely upon financial statements of the Trust represented to them to be correct by
any officer of the Trust having charge of its books of account, or stated in a
written report by an independent certified public accountant fairly to present
the financial position of the Trust. The Trustees and officers may rely, and
shall be personally protected in acting, upon any instrument or other document
believed by them to be genuine.

SECTION 4.9 Surety Bonds. No Trustee, officer, employee or agent of the
Trust shall, as such, be obligated to give any bond or surety or other security
for the performance of any of his duties, unless required by applicable law or
regulation, or unless the Trustees shall otherwise determine in any particular
case.

SECTION 4.10 Apparent Authority of Trustees and Officers. No purchaser,
lender, transfer agent or other Person dealing with the Trustees or any officer
of the Trust shall be bound to make any inquiry concerning the validity of any
transaction purporting to be made by the Trustees or by such officer, or to make
inquiry concerning or be liable for the application of money or property paid,
loaned or delivered to or on the order of the Trustees or of such officer.

SECTION 4.11 Other Relationships Not Prohibited. The fact that:

(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter or distributor or agent of or for any
Contracting Party (as defined in Section 5.2 hereof), or of or for any
parent or affiliate of any Contracting Party, or that the Contracting Party
or any parent or affiliate thereof is a Shareholder or has an interest in
the Trust or any Portfolio, or that

(ii) any Contracting Party may have a contract providing for the
rendering of any similar services to one or more other corporations,
trusts, associations, partnerships, limited partnerships or other
organizations, or have other business or interests,

shall not affect the validity of any contract for the performance and assumption
of services, duties and responsibilities to, for or of the Trust and/or the
Trustees or disqualify any Shareholder, Trustee or officer of the Trust from
voting upon or executing the same or create any liability or accountability to
the Trust or to the holders of Shares of any Series; provided, that, in the case
of any relationship or interest referred to in the preceding clause (i) on the
part of any Trustee or officer of the Trust, either (x) the material facts as to
such relationship or interest have been disclosed to or are known by the
Trustees not having any such relationship or interest and the contract involved
is approved in good faith by a majority of such Trustees not having any such
relationship or interest (even though such unrelated or disinterested Trustees
are less than a quorum of all of the Trustees), (y) the material facts as to
such relationship or interest and as to the contract have been disclosed to or
are known by the Shareholders entitled to vote

<PAGE>

thereon and the contract involved is specifically approved in good faith by vote
of the Shareholders, or (z) the specific contract involved is fair to the Trust
as of the time it is authorized, approved or ratified by the Trustees or by the
Shareholders.

SECTION 4.12 Payment of Trust Expenses. The Trustees are authorized to pay
or to cause to be paid out of the principal or income of the Trust, or partly
out of principal and partly out of income, and according to any allocation to
particular Portfolios made by them pursuant to Section 6.2(b) hereof, all
expenses, fees, charges, taxes and liabilities incurred or arising in connection
with the business and affairs of the Trust or in connection with the management
thereof, including, but not limited to, the Trustees' compensation and such
expenses and charges for the services of the Trust's officers, employees,
Investment Adviser, Administrator, Distributor, Principal Underwriter, auditor,
counsel, Custodian, Transfer Agent, Dividend Disbursing Agent, Accounting Agent,
Shareholder Servicing Agent, and such other agents, consultants, and independent
contractors and such other expenses and charges as the Trustees may deem
necessary or proper to incur.

SECTION 4.13 Ownership of the Trust Property. Legal title to all the Trust
Property shall be vested in the Trustees as joint tenants, except that the
Trustees shall have power to cause legal title to any Trust Property to be held
by or in the name of one or more of the Trustees, or in the name of the Trust,
or of any particular Portfolio, or in the name of any other Person as nominee,
on such terms as the Trustees may determine; provided, that the interest of the
Trust and of the respective Portfolio therein is appropriately protected. The
right, title and interest of the Trustees in the Trust Property shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
termination of the term of office of a Trustee as provided in Section 4.1(c),
(d) or (e) hereof, such Trustee shall automatically cease to have any right,
title or interest in any of the Trust Property, and the right, title and
interest of such Trustee in the Trust Property shall vest automatically in the
remaining Trustees. Such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered pursuant
to Section 4.1(i) hereof.

ARTICLE 5

DELEGATION OF MANAGERIAL RESPONSIBILITIES

SECTION 5.1 Appointment; Action by Less than All Trustees. The Trustees
shall be responsible for the general operating policy of the Trust and for the
general supervision of the business of the Trust conducted by officers, agents,
employees or advisers of the Trust or by independent contractors, but the
Trustees shall not be required to conduct all the business of the Trust in
person, and, consistent with their ultimate responsibility as stated herein, the
Trustees may appoint, employ or contract with one or more officers, employees
and agents to conduct, manage and/or supervise the operations of the Trust, and
may grant or delegate such authority to such officers, employees and/or agents
as the Trustees may, in their sole discretion, deem to be necessary or
desirable, without regard to whether such authority is normally granted or
delegated by trustees. With respect to those matters of the operation and
business of the Trust which they shall elect to conduct themselves, except as
otherwise provided by this Declaration or the By-Laws, if any, the Trustees may
authorize any single Trustee or defined group of Trustees, or any committee
consisting of a number of Trustees less than the whole number of Trustees

<PAGE>

then in office without specification of the particular Trustees required to be
included therein, to act for and to bind the Trust, to the same extent as the
whole number of Trustees could do, either with respect to one or more particular
matters or classes of matters, or generally.

SECTION 5.2 Certain Contracts. Subject to compliance with the provisions of
the 1940 Act, but notwithstanding any limitations of present and future law or
custom in regard to delegation of powers by trustees generally, the Trustees
may, at any time and from time to time in their discretion and without limiting
the generality of their powers and authority otherwise set forth herein, enter
into one or more contracts with any one or more corporations, trusts,
associations, partnerships, limited partnerships or other types of
organizations, or individuals ("Contracting Party"), to provide for the
performance and assumption of some or all of the following services, duties and
responsibilities to, for or on behalf of the Trust and/or any Portfolio, and/or
the Trustees, and to provide for the performance and assumption of such other
services, duties and responsibilities in addition to those set forth below, as
the Trustees may deem appropriate:

(a) Advisory. One or more investment advisory or management
agreements, each with an investment manager or adviser (each, an
"Investment Adviser"), whereby the Investment Adviser shall undertake to
furnish the Trust such management, investment advisory or supervisory,
administrative, accounting, legal, statistical and research facilities and
services, and such other facilities and services, if any, as the Trustees
shall from time to time consider desirable, all upon such terms and
conditions as the Trustees may in their discretion determine to be not
inconsistent with this Declaration, the applicable provisions of the 1940
Act or any applicable provisions of the By-Laws. Any such advisory or
management agreement and any amendment thereto shall be subject to approval
by a Majority Shareholder Vote at a meeting of the Shareholders of the
Trust. Notwithstanding any provisions of this Declaration, the Trustees may
authorize the Investment Adviser (subject to such general or specific
instructions as the Trustees may from time to time adopt) to effect
purchases, sales, loans or exchanges of portfolio securities of the Trust
on behalf of the Trustees or may authorize any officer or employee of the
Trust or any Trustee to effect such purchases, sales, loans or exchanges
pursuant to recommendations of the Investment Adviser (and all without
further action by the Trustees). Any such purchases, sales, loans and
exchanges shall be deemed to have been authorized by all of the Trustees.
The Trustees may, in their sole discretion, call a meeting of Shareholders
in order to submit to a vote of Shareholders at such meeting the approval
of continuance of any such investment advisory or management agreement. If
the Shareholders of any Portfolio should fail to approve any such
investment advisory or management agreement, the Investment Adviser may
nonetheless serve as Investment Adviser with respect to any other Portfolio
whose Shareholders shall have approved such contract.

(b) Administration. One or more agreements, each with a provider of
administrative and clerical services whereby the other party shall, as
agent for the Trustees, but subject to the general supervision of the
Trustees and in conformity with any policies of the Trustees with respect
to the operations of the Trust and each Portfolio, will supervise all or
any part of the operations of the Trust and each Portfolio, and will
provide all or any part of the administrative and clerical personnel,
office space and office equipment

<PAGE>

and services appropriate for the efficient administration and operations of
the Trust and each Portfolio (any such agent being herein referred to as an
"Administrator").

(c) Distribution. One or more agreements, each with a broker or dealer
in securities, providing for the sale of Shares of any one or more Series
to net the Trust not less than the net asset value per Share (as described
in Section 6.2(g) hereof) and pursuant to which the Trust may appoint the
other party to such agreement as its principal underwriter or sales agent
for the distribution of such Shares. The agreement shall contain such terms
and conditions as the Trustees may in their discretion determine to be not
inconsistent with this Declaration, the applicable provisions of the 1940
Act and any applicable provisions of the By-Laws (any such agent being
herein referred to as a "Principal Underwriter" or a "Distributor", as the
case may be).

(d) Custodian. One or more agreements, each with a bank or trust
company having an aggregate capital, surplus and undivided profits (as
shown in its last published report) of at least two million dollars
($2,000,000) as custodian of the Securities and cash of the Trust and of
each Portfolio and of the accounting records in connection therewith (any
such bank or trust company so appointed being herein referred to as a
"Custodian").

(e) Transfer and Dividend Disbursing Agency. One or more agreements,
each with an agent to maintain records of the ownership of outstanding
Shares, and the issuance and redemption and the transfer thereof (any such
agent being herein referred to as a "Transfer Agent"), and to disburse any
dividends declared by the Trustees and in accordance with the policies of
the Trustees and/or the instructions of any particular Shareholder to
reinvest any such dividends (any such agent being herein referred to as a
"Dividend Disbursing Agent").

(f) Shareholder Servicing. One or more agreements, each with an agent
to provide service with respect to the relationship of the Trust and its
Shareholders, records with respect to Shareholders and their Shares, and
similar matters (any such agent being herein referred to as a "Shareholder
Servicing Agent").

(g) Accounting. An agreement with an agent to handle all or any part
of the accounting responsibilities, whether with respect to the Trust's
properties, Shareholders or otherwise (any such agent being herein referred
to as an "Accounting Agent").

The same Person may be the Contracting Party for some or all of the services,
duties and responsibilities to, for and of the Trust and/or the Trustees, and
the contracts with respect thereto may contain such terms interpretive of or in
addition to the delineation of the services, duties and responsibilities
provided for, including provisions that are not inconsistent with the 1940 Act
relating to the standard of duty of and the rights to indemnification of the
Contracting Party and others, as the Trustees may determine. Nothing herein
shall preclude, prevent or limit the Trust or a Contracting Party from entering
into sub-contractual arrangements relative to any of the matters referred to in
subsections (a) through (g) of this Section 5.2.

<PAGE>

ARTICLE 6

PORTFOLIOS AND SHARES

SECTION 6.1 Description of Portfolios and Shares.

(a) Shares; Portfolios; Series of Shares. The beneficial interest in
the Trust shall be divided into Shares [having a nominal or par value of
one cent ($.01) per Share, of which an unlimited number may be issued.
Without limitation of any other powers accorded to them by Article 3 of
this Declaration or otherwise, the Trustees shall have the power and
authority (without any requirement of Shareholder approval), at any time or
from time to time,

(i) to establish and designate one or more separate, distinct and
independent Portfolios, in addition to the Aggressive Growth
Portfolio established and designated in Section 6.2 hereof, into
which the assets of the Trust shall be divided;

(ii) to authorize a separate Series of Shares for each such additional
Portfolio (each of which Series shall represent beneficial interests
only in the Portfolio with respect to which such Series was
authorized);

(iii) to fix and determine the relative rights and preferences of Shares of
the respective Series as to rights of redemption and the price, terms
and manner of redemption, special and relative rights as to dividends
and other distributions and on liquidation, sinking or purchase fund
provisions, conversion rights, and conditions under which the
Shareholders of the several Series shall have separate voting rights
or no voting rights; and

(iv) to classify or reclassify any unissued Shares, or any Shares of any
Series previously issued and reacquired by the Trust, into Shares of
one or more other Series that may be established and designated from
time to time.

Except as otherwise provided as to a particular Portfolio herein or in the
Certificate of Designation therefor, the Trustees shall have all the rights
and powers, and be subject to all the duties and obligations, with respect
to each such Portfolio and the assets and affairs thereof as they have
under this Declaration with respect to the Trust and the Trust Property in
general.

(b) Establishment, etc. of Additional Portfolios; Authorization of
Shares. The establishment and designation of any Portfolio (in addition to
the Aggressive Growth Portfolio established and designated in Section 6.2
hereof) and of the Series of Shares representing the beneficial interests
therein shall be effective upon the execution by a Majority of the Trustees
(or by an officer of the Trust pursuant to the vote of a Majority of the
Trustees) of an instrument setting forth such establishment and designation
and the relative rights and preferences of the Shares of such Series and
the manner in which the same may be amended (a "Certificate of
Designation"), which may provide that the number of Shares of such Series
that may be issued is unlimited, or may limit the

<PAGE>

number issuable. At any time at which no Shares of a Series (including the
Aggressive Growth Series established and designated in Section 6.2 hereof)
are outstanding, the Trustees may terminate such Series and the Portfolio
to which it pertains by an instrument so providing which is executed by a
Majority of the Trustees, or by an officer of the Trust pursuant to the
vote of a Majority of the Trustees (a "Certificate of Termination"). Each
Certificate of Designation or Certificate of Termination, and any
instrument amending a Certificate of Designation, shall have the status of
an amendment to this Declaration, and shall be filed as provided in Section
9.4 hereof, but such filing shall not be a prerequisite to the
effectiveness thereof.

(c) Character of Separate Portfolios and Shares Thereof. Each
Portfolio established hereunder shall be a separate component of the assets
of the Trust, and the holders of Shares of the Series representing the
beneficial interests in that Portfolio shall be considered Shareholders of
such Portfolio, and also as Shareholders of the Trust for purposes of
receiving reports and notices and (except as otherwise provided herein or
in the Certificate of Designation of a particular Portfolio as to such
Portfolio, or as required by the 1940 Act or other applicable law) the
right to vote, all without distinction by Series.

(d) Consideration for Shares. The Trustees may issue Shares of any
Series for such consideration (which may include property subject to, or
acquired in connection with the assumption of, liabilities) and on such
terms as they may determine (or for no consideration if pursuant to a Share
dividend or split-up), all without action or approval of the Shareholders.
All Shares when so issued on the terms determined by the Trustees shall be
fully paid and non-assessable (but may be subject to mandatory contribution
back to the Trust as provided in Section 6.2(h) hereof).

SECTION 6.2 Establishment and Designation of the Aggressive Growth
Portfolio and of the Shares Thereof; General Provisions for All Portfolios.
Without limiting the authority of the Trustees set forth in Section 6.1(a)
hereof to establish and designate further Portfolios, there are hereby
established and designated the Aggressive Growth Portfolio and the Shares
thereof, which shall be known as the Aggressive Growth Series; an unlimited
number of Shares of such Series may be issued. Subject to the power of the
Trustees to classify or reclassify any unissued Shares of a Series pursuant to
Section 6.1(a) above, such Portfolio, and any further Portfolios that may from
time to time be established and designated by the Trustees, and the Shares
representing the beneficial interests therein, shall (unless the Trustees
otherwise determine with respect to some further Portfolio at the time of
establishing and designating the same) have the following relative rights and
preferences:

(a) Assets Belonging to Portfolios. Any portion of the Trust Property
allocated to a particular Portfolio, and all consideration received by the
Trust for the issue or sale of Shares of such Portfolio, together with all
assets in which such consideration is invested or reinvested, all interest,
dividends, income, earnings, profits and gains therefrom, and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall be
held by the Trustees in trust for the benefit of the holders of Shares of
that Portfolio and shall irrevocably belong to that

<PAGE>

Portfolio for all purposes, and shall be so recorded upon the books of
account of the Trust, and the Shareholders of such Portfolio shall not
have, and shall be conclusively deemed to have waived, any claims to the
assets of any Portfolio of which they are not Shareholders. Such
consideration, assets, interest, dividends, income, earnings, profits,
gains and proceeds, together with any General Items allocated to that
Portfolio as provided in the following sentence, are herein referred to
collectively as "Portfolio Assets" of such Portfolio, and as assets
"belonging to" that Portfolio. If the Trust shall have or realize any
assets, income, interest, dividends, earnings, profits, gains or proceeds
which are not readily identifiable as belonging to any particular Portfolio
(collectively "General Items"), the Trustees shall allocate such General
Items to and among any one or more of the Portfolios of the Trust in such
manner and on such basis as they, in their sole discretion, deem fair and
equitable; and any General Items so allocated to a particular Portfolio
shall belong to and be part of the Portfolio Assets of that Portfolio. Each
such allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all Portfolios for all purposes.

(b) Liabilities of Portfolios. The assets belonging to each Portfolio
shall be charged with the liabilities incurred by or arising in respect of
that Portfolio and all expenses, costs, charges and reserves attributable
to that Portfolio, and at any time at which the Trust shall have more than
one Portfolio, any general liabilities, expenses, costs, charges or
reserves which are not readily identifiable as pertaining to any particular
Portfolio shall be allocated and charged by the Trustees to and among any
one or more of the Portfolios of the Trust in such manner and on such basis
as the Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges and reserves so allocated and so
charged to a particular Portfolio are herein referred to as "liabilities
of" that Portfolio. Each allocation of liabilities, expenses, costs,
charges and reserves by the Trustees shall be conclusive and binding upon
the Shareholders of all Portfolios for all purposes. The creditors of a
particular Portfolio may look only to the assets of that Portfolio to
satisfy such creditors' claims.

(c) Dividends. Dividends and distributions on Shares of any Series may
be paid with such frequency as the Trustees may determine, which may be
daily or otherwise pursuant to a standing resolution or resolutions adopted
only once or with such frequency as the Trustees may determine, to the
Shareholders of that Series, from such of the income, accrued or realized,
and capital gains, realized or unrealized, and out of the assets belonging
to the Portfolio to which such Series pertains, as the Trustees may
determine, after providing for actual and accrued liabilities of that
Portfolio. All dividends and distributions on Shares of any Series shall be
distributed pro rata to the holders of Shares of that Series in proportion
to the number of such Shares held by such holders at the date and time of
record established for the payment of such dividends or distributions,
except that the Trustees may determine, in connection with any dividend or
distribution program or procedure, that no dividend or distribution shall
be payable on newly-issued Shares as to which the Shareholder's purchase
order and/or payment have not been received by the time or times
established by the Trustees under such program or procedure, or that
dividends or distributions shall be payable on Shares which have been
tendered by the holder thereof for redemption or repurchase, but the
redemption or repurchase proceeds of which have not yet been paid to such
Shareholder. Dividends and distributions on the

<PAGE>

Shares of a Series may be made in cash or Shares of that Series or a
combination thereof as determined by the Trustees, or pursuant to any
program that the Trustees may have in effect at the time for the election
by each Shareholder of the mode of the making of such dividend or
distribution to that Shareholder. Any such dividend or distribution paid in
Shares will be paid at the net asset value thereof as determined in
accordance with subsection (g) of this Section 6.2.

(d) Liquidation. In the event of the liquidation or dissolution of the
Trust, the Shareholders of each Portfolio with outstanding Shares shall be
entitled to receive, when and as declared by the Trustees, the excess of
the Portfolio Assets of such Portfolio over the liabilities of such
Portfolio. The assets so distributable to the Shareholders of any Portfolio
shall be distributed among such Shareholders in proportion to the number of
Shares of that Portfolio held by them and recorded on the books of the
Trust. The liquidation of any Portfolio may be authorized by vote of a
Majority of the Trustees, subject to the affirmative vote of "a majority of
the outstanding voting securities" of the Series representing the
beneficial interests in that Portfolio, as the quoted phrase is defined in
the 1940 Act, determined in accordance with clause (iii) of the definition
of "Majority Shareholder Vote" in Section 1.4 hereof.

(e) Redemption by Shareholder. Each holder of Shares of any Series
shall have the right at such times as may be permitted by the Trust, but no
less frequently than once each week, to require the Trust to redeem all or
any part of such Shares at a redemption price equal to the net asset value
per Share of that Series next determined in accordance with subsection (g)
of this Section 6.2 after the Shares are properly tendered for redemption;
provided, that the Trustees may from time to time, in their discretion,
determine and impose a fee for such redemption. The redemption price of
Shares redeemed under this subsection (e) shall be paid in cash; provided,
however, that if the Trustees determine, which determination shall be
conclusive, that conditions exist with respect to any Series of Shares
which make payment wholly in cash unwise or undesirable, the Trust may make
payment wholly or partly in Securities or other assets belonging to the
Portfolio to which such Series pertains, at the value of such Securities or
assets used in such determination of net asset value. Notwithstanding the
foregoing, the Trust may postpone payment of the redemption price and may
suspend the right of the holders of Shares of any Series to require the
Trust to redeem such Shares during any period or at any time when and to
the extent permissible under the 1940 Act.

(f) Redemption at the Option of the Trust. Each Share of any Series
shall be subject to redemption at the option of the Trust at the redemption
price which would be applicable if such Share were then being redeemed by
the Shareholder pursuant to subsection (e) of this Section 6.2: (i) at any
time, if the Trustees determine in their sole discretion that failure to so
redeem may have materially adverse consequences to the holders of the
Shares of the Trust, generally, or of any Portfolio thereof, or (ii) upon
such other conditions with respect to maintenance of Shareholder accounts
of a minimum amount as may from time to time be determined by the Trustees
and set forth in the then current Prospectus of such Portfolio. Upon such
redemption the holders of the Shares so redeemed shall have no further
right with respect thereto other than to receive payment of such redemption
price.

<PAGE>

(g) Net Asset Value. The net asset value per Share of any Series at
any time shall be the quotient obtained by dividing the then value of the
net assets of the Portfolio to which such Series pertains (being the
current value of the assets then belonging to such Portfolio, less its then
existing liabilities) by the total number of Shares of that Series then
outstanding, all determined in accordance with the methods and procedures,
including without limitation those with respect to rounding, established by
the Trustees from time to time. The Trustees may determine to maintain the
net asset value per Share of any Portfolio at a designated constant dollar
amount and in connection therewith may adopt procedures not inconsistent
with the 1940 Act for the continuing declaration of income attributable to
that Portfolio as dividends payable in additional Shares of that Portfolio
at the designated constant dollar amount and for the handling of any losses
attributable to that Portfolio. Such procedures may provide that in the
event of any loss each Shareholder shall be deemed to have contributed to
the shares of beneficial interest account of that Portfolio such
Shareholder's pro rata portion of the total number of Shares required to be
canceled in order to permit the net asset value per Share of that Portfolio
to be maintained, after reflecting such loss, at the designated constant
dollar amount. Each Shareholder of the Trust shall be deemed to have
expressly agreed, by investing in any Portfolio with respect to which the
Trustees shall have adopted any such procedure, to make the contribution
referred to in the preceding sentence in the event of any such loss.

(h) Transfer. All Shares of the Trust shall be transferable, but
transfers of Shares of a particular Series will be recorded on the Share
transfer records of the Trust applicable to that Series only at such times
as Shareholders shall have the right to require the Trust to redeem Shares
of that Series and at such other times as may be permitted by the Trustees.

(i) Equality. All Shares of each Series shall represent an equal
proportionate interest in the assets belonging to the Portfolio to which
such Series pertains (subject to the liabilities of that Portfolio), and
each Share of any such Series shall be equal to each other Share thereof.
The Trustees may from time to time divide or combine the Shares of any
Series into a greater or lesser number of Shares of that Series without
thereby changing the proportionate beneficial interest in the assets
belonging to the Portfolio to which such Series pertains, or in any way
affecting the rights of the holders of Shares of any other Series.

(j) Rights of Fractional Shares. Any fractional Share of any Series of
Shares shall carry proportionately all the rights and obligations of a
whole Share of that Series, including rights and obligations with respect
to voting, receipt of dividends and distributions, redemption of Shares,
and liquidation of the Trust or of the Portfolio to which such Class
pertains.

(k) Conversion Rights. Subject to compliance with the requirements of
the 1940 Act, the Trustees shall have the authority to provide that holders
of Shares of any Series shall have the right to convert said Shares into
Shares of one or more other Series of the Trust in accordance with such
requirements and procedures as the Trustees may establish.

<PAGE>

SECTION 6.4 Investments in the Trust. The Trustees may accept investments
in any Portfolio of the Trust from such Persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as they
from time to time authorize. The Trustees may authorize any Distributor,
Principal Underwriter, Custodian, Transfer Agent or other Person to accept
orders for the purchase of Shares that conform to such authorized terms and to
reject any purchase orders for Shares, whether or not conforming to such
authorized terms.

SECTION 6.5 No Pre-emptive Rights. No Shareholder, by virtue of holding
Shares of any Series, shall have any pre-emptive or other right to subscribe to
any additional Shares of that Series, or to any shares of any other Series, or
any other Securities issued by the Trust.

SECTION 6.6 Status of Shares. Every Shareholder, by virtue of having become
a Shareholder, shall be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto. Shares shall be deemed to be personal
property, giving only the rights provided herein. Ownership of Shares shall not
entitle the Shareholder to any title in or to the whole or any part of the Trust
Property or right to call for a partition or division of the same or for an
accounting, nor shall the ownership of Shares constitute the Shareholders
partners. The death of a Shareholder during the continuance of the Trust shall
not operate to terminate the Trust or any Portfolio, nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but only to the
rights of said decedent under this Declaration.

ARTICLE 7

SHAREHOLDERS' VOTING POWERS AND MEETINGS

SECTION 7.1 Voting Powers. The Shareholders shall have power to vote only
(i) for the election or removal of Trustees as provided in Sections 4.1(c) and
(e) hereof, (ii) with respect to the approval or termination in accordance with
the 1940 Act of any contract with a Contracting Party as provided in Section 5.2
hereof as to which Shareholder approval is required by the 1940 Act, (iii) with
respect to any termination or reorganization of the Trust or any

<PAGE>

Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv)
with respect to any amendment of this Declaration to the extent and as provided
in Section 9.3 hereof, (v) to the same extent as the stockholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should or should not be brought or maintained derivatively
or as a class action on behalf of the Trust or any Portfolio, or the
Shareholders of any of them (provided, however, that a Shareholder of a
particular Portfolio shall not in any event be entitled to maintain a derivative
or class action on behalf of any other Portfolio or the Shareholders thereof),
and (vi) with respect to such additional matters relating to the Trust as may be
required by the 1940 Act, this Declaration, the By-Laws or any registration of
the Trust with the Commission (or any successor agency) or any State, or as the
Trustees may consider necessary or desirable. If and to the extent that the
Trustees shall determine that such action is required by law or by this
Declaration, they shall cause each matter required or permitted to be voted upon
at a meeting or by written consent of Shareholders to be submitted to a separate
vote of the outstanding Shares of each Portfolio entitled to vote thereon;
provided, that (i) when expressly required by the 1940 Act or by other law,
actions of Shareholders shall be taken by Single Class Voting of all outstanding
Shares of each Series whose holders are entitled to vote thereon; and (ii) when
the Trustees determine that any matter to be submitted to a vote of Shareholders
affects only the rights or interests of Shareholders of one or more but not all
Portfolios (including without limitation any distribution plan pursuant to Rule
12b-1 under the 1940 Act applicable to any such Portfolio), then only the
Shareholders of the Portfolios so affected shall be entitled to vote thereon.

SECTION 7.2 Number of Votes and Manner of Voting; Proxies. On each matter
submitted to a vote of the Shareholders, each holder of Shares of any Series
shall be entitled to a number of votes equal to the number of Shares of such
Series standing in such Shareholder's name on the books of the Trust. There
shall be no cumulative voting in the election of Trustees. Shares may be voted
in person or by proxy. A proxy with respect to Shares held in the name of two
(2) or more Persons shall be valid if executed by any one of them unless at or
prior to exercise of the proxy the Trust receives a specific written notice to
the contrary from any one of them. A proxy purporting to be executed by or on
behalf of a Shareholder shall be deemed valid unless challenged at or prior to
its exercise and the burden of proving invalidity shall rest on the challenger.
Until Shares are issued, the Trustees may exercise all rights of Shareholders
and may take any action required by law, this Declaration or the By-Laws to be
taken by Shareholders.

SECTION 7.3 Meetings. Meetings of Shareholders may be called by the
Trustees from time to time for the purpose of taking action upon any matter
requiring the vote or authority of the Shareholders as herein provided, or upon
any other matter deemed by the Trustees to be necessary or desirable. Written
notice of any meeting of Shareholders shall be given or caused to be given by
the Trustees by mailing such notice at least seven (7) days before such meeting,
postage prepaid, stating the time, place and purpose of the meeting, to each
Shareholder at the Shareholder's address as it appears on the records of the
Trust. The Trustees shall promptly call and give notice of a meeting of
Shareholders for the purpose of voting upon removal of any Trustee of the Trust
when requested to do so in writing by Shareholders holding not less than ten
percent (10%) of the Shares then outstanding. If the Trustees shall fail to call
or give notice of any meeting of Shareholders for a period of thirty (30) days
after written application by Shareholders holding at least ten percent (10%) of
the Shares then outstanding requesting that

<PAGE>

a meeting be called for any other purpose requiring action by the Shareholders
as provided herein or in the By-Laws, then Shareholders holding at least ten
percent (10%) of the Shares then outstanding may call and give notice of such
meeting, and thereupon the meeting shall be held in the manner provided for
herein in case of call thereof by the Trustees.

SECTION 7.4 Record Dates. For the purpose of determining the Shareholders
who are entitled to vote or act at any meeting or any adjournment thereof, or
who are entitled to participate in any dividend or distribution, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books for such period, not exceeding thirty (30) days (except at or in
connection with the termination of the Trust), as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date and time not more
than sixty (60) days prior to the date of any meeting of Shareholders or other
action as the date and time of record for the determination of Shareholders
entitled to vote at such meeting or any adjournment thereof or to be treated as
Shareholders of record for purposes of such other action, and any Shareholder
who was a Shareholder at the date and time so fixed shall be entitled to vote at
such meeting or any adjournment thereof or to be treated as a Shareholder of
record for purposes of such other action, even though he has since that date and
time disposed of his Shares, and no Shareholder becoming such after that date
and time shall be so entitled to vote at such meeting or any adjournment thereof
or to be treated as a Shareholder of record for purposes of such other action.

SECTION 7.5 Quorum and Required Vote. A majority of the Shares entitled to
vote on a matter shall be a quorum for the transaction of business with respect
to such matter at a Shareholders' meeting, but any lesser number shall be
sufficient for adjournments. Any adjourned session or sessions may be held
within a reasonable time after the date set for the original meeting without the
necessity of further notice. A Majority Shareholder Vote at a meeting of which a
quorum is present shall decide any question, except when a different vote is
required or permitted by any provision of the 1940 Act or other applicable law
or by this Declaration or the By-Laws, or when the Trustees shall in their
discretion require a larger vote or the vote of a majority or larger fraction of
the Shares of one or more particular Series.

SECTION 7.6 Action by Written Consent. Subject to the provisions of the
1940 Act and other applicable law, any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote on the matter
(or such larger proportion thereof or of the Shares of any particular Series as
shall be required by the 1940 Act or by any express provision of this
Declaration or the By-Laws or as shall be permitted by the Trustees) consent to
the action in writing and if the writings in which such consent is given are
filed with the records of the meetings of Shareholders, to the same extent and
for the same period as proxies given in connection with a Shareholders' meeting.
Such consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders.

SECTION 7.7 Inspection of Records. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted stockholders of
a Massachusetts business corporation under the Massachusetts Business
Corporation Law.

SECTION 7.8 Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.

<PAGE>

ARTICLE 8

LIMITATION OF LIABILITY; INDEMNIFICATION

SECTION 8.1 Trustees, Shareholders, etc. Not Personally Liable; Notice. The
Trustees and officers of the Trust, in incurring any debts, liabilities or
obligations, or in taking or omitting any other actions for or in connection
with the Trust, are or shall be deemed to be acting as Trustees or officers of
the Trust and not in their own capacities. No Shareholder shall be subject to
any personal liability whatsoever in tort, contract or otherwise to any other
Person or Persons in connection with the assets or the affairs of the Trust or
of any Portfolio, and subject to Section 8.4 hereof, no Trustee, officer,
employee or agent of the Trust shall be subject to any personal liability
whatsoever in tort, contract, or otherwise, to any other Person or Persons in
connection with the assets or affairs of the Trust or of any Portfolio, save
only that arising from his own willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office or the
discharge of his functions. The Trust (or if the matter relates only to a
particular Portfolio, that Portfolio) shall be solely liable for any and all
debts, claims, demands, judgments, decrees, liabilities or obligations of any
and every kind, against or with respect to the Trust or such Portfolio in tort,
contract or otherwise in connection with the assets or the affairs of the Trust
or such Portfolio, and all Persons dealing with the Trust or any Portfolio shall
be deemed to have agreed that resort shall be had solely to the Trust Property
of the Trust or the Portfolio Assets of such Portfolio, as the case may be, for
the payment or performance thereof.

The Trustees shall use their best efforts to ensure that every note, bond,
contract, instrument, certificate or undertaking made or issued by the Trustees
or by any officers or officer shall give notice that this Declaration is on file
with the Secretary of The Commonwealth of Massachusetts and shall recite to the
effect that the same was executed or made by or on behalf of the Trust or by
them as Trustees or Trustee or as officers or officer, and not individually, and
that the obligations of such instrument are not binding upon any of them or the
Shareholders individually but are binding only upon the assets and property of
the Trust, or the particular Portfolio in question, as the case may be, but the
omission thereof shall not operate to bind any Trustees or Trustee or officers
or officer or Shareholders or Shareholder individually, or to subject the
Portfolio Assets of any Portfolio to the obligations of any other Portfolio.

SECTION 8.2 Trustees' Good Faith Action; Expert Advice; No Bond or Surety.
The exercise by the Trustees of their powers and discretion hereunder shall be
binding upon everyone interested. Subject to Section 8.4 hereof, a Trustee shall
be liable for his own willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of
Trustee, and for nothing else, and shall not be liable for errors of judgment or
mistakes of fact or law. Subject to the foregoing, (i) the Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, consultant, Investment Adviser, Administrator, Distributor or
Principal Underwriter, Custodian or Transfer Agent, Dividend Disbursing Agent,
Shareholder Servicing Agent or Accounting Agent of the Trust, nor shall any
Trustee be responsible for the act or omission of any other Trustee; (ii) the
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration and their duties as Trustees, and shall be
under no liability for any act or omission in accordance with such advice or for
failing to follow such advice; and (iii) in

<PAGE>

discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written reports
made to the Trustees by any officer appointed by them, any independent public
accountant, and (with respect to the subject matter of the contract involved)
any officer, partner or responsible employee of a Contracting Party appointed by
the Trustees pursuant to Section 5.2 hereof. The Trustees as such shall not be
required to give any bond or surety or any other security for the performance of
their duties.

SECTION 8.3 Indemnification of Shareholders. If any Shareholder (or former
Shareholder) of the Trust shall be charged or held to be personally liable for
any obligation or liability of the Trust solely by reason of being or having
been a Shareholder and not because of such Shareholder's acts or omissions or
for some other reason, the Trust (upon proper and timely request by the
Shareholder) shall assume the defense against such charge and satisfy any
judgment thereon, and the Shareholder or former Shareholder (or the heirs,
executors, administrators or other legal representatives thereof, or in the case
of a corporation or other entity, its corporate or other general successor)
shall be entitled (but solely out of the assets of the Portfolio of which such
Shareholder or former Shareholder is or was the holder of Shares) to be held
harmless from and indemnified against all loss and expense arising from such
liability.

SECTION 8.4 Indemnification of Trustees, Officers, etc. Subject to the
limitations set forth hereinafter in this Section 8.4, the Trust shall indemnify
(from the assets of the Portfolio or Portfolios to which the conduct in question
relates) each of its Trustees and officers (including Persons who serve at the
Trust's request as directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor or otherwise
[hereinafter, together with such Person's heirs, executors, administrators or
personal representative, referred to as a "Covered Person"]) against all
liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Trustee or officer, director or trustee, except with respect to any
matter as to which it has been determined that such Covered Person (i) did not
act in good faith in the reasonable belief that such Covered Person's action was
in or not opposed to the best interests of the Trust or (ii) had acted with
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office (either and both
of the conduct described in clauses (i) and (ii) of this sentence being referred
to hereafter as "Disabling Conduct"). A determination that the Covered Person is
entitled to indemnification may be made by (i) a final decision on the merits by
a court or other body before whom the proceeding was brought that the Covered
Person to be indemnified was not liable by reason of Disabling Conduct, (ii)
dismissal of a court action or an administrative proceeding against a Covered
Person for insufficiency of evidence of Disabling Conduct, or (c) a reasonable
determination, based upon a review of the facts, that the indemnitee was not
liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of
Trustees who are neither "interested persons" of the Trust as defined in Section
2(a)(19) of the 1940 Act nor parties to the proceeding, or (b) an independent
legal counsel in a written opinion. Expenses, including accountants' and counsel
fees so incurred by any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as

<PAGE>

fines or penalties), may be paid from time to time by the Portfolio or
Portfolios to which the conduct in question related in advance of the final
disposition of any such action, suit or proceeding; provided, that the Covered
Person shall have undertaken to repay the amounts so paid to such Portfolio or
Portfolios if it is ultimately determined that indemnification of such expenses
is not authorized under this Article 8 and (i) the Covered Person shall have
provided security for such undertaking, (ii) the Trust shall be insured against
losses arising by reason of any lawful advances, or (iii) a majority of a quorum
of the disinterested Trustees, or an independent legal counsel in a written
opinion, shall have determined, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to believe that the
Covered Person ultimately will be found entitled to indemnification.

SECTION 8.5 Compromise Payment. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 8.4 hereof,
pursuant to a consent decree or otherwise, no such indemnification either for
said payment or for any other expenses shall be provided unless such
indemnification shall be approved (i) by a majority of a quorum of the
disinterested Trustees or (ii) by an independent legal counsel in a written
opinion. Approval by the Trustees pursuant to clause (i) or by independent legal
counsel pursuant to clause (ii) shall not prevent the recovery from any Covered
Person of any amount paid to such Covered Person in accordance with either of
such clauses as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in or not opposed
to the best interests of the Trust or to have been liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Covered
Person's office.

SECTION 8.6 Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article 8 shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article 8, a "disinterested" Person is one against whom none of the
actions, suits or other proceedings in question, and no other action, suit or
other proceeding on the same or similar grounds is then or has been pending or
threatened. Nothing contained in this Article 8 shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees and
officers, and other Persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such Person.

SECTION 8.7 Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.

ARTICLE 9

DURATION; REORGANIZATION; AMENDMENTS

SECTION 9.1 Duration and Termination of Trust. Unless terminated as
provided herein, the Trust shall continue without limitation of time and,
without limiting the generality of the foregoing, no change, alteration or
modification with respect to any Portfolio or Series

<PAGE>

of Shares shall operate to terminate the Trust. The Trust may be terminated at
any time by a Majority of the Trustees, subject to the favorable vote of the
holders of not less than a majority of the Shares outstanding and entitled to
vote of each Portfolio of the Trust, or by an instrument or instruments in
writing without a meeting, consented to by the holders of not less than a
majority of such Shares, or by such greater or different vote of Shareholders of
any Series as may be established by the Certificate of Designation by which such
Series was authorized. Upon termination, after paying or otherwise providing for
all charges, taxes, expenses and liabilities, whether due or accrued or
anticipated as may be determined by the Trustees, the Trust shall in accordance
with such procedures as the Trustees consider appropriate reduce the remaining
assets to distributable form in cash, Securities or other property, or any
combination thereof, and distribute the proceeds to the Shareholders, in
conformity with the provisions of Section 6.2(d) hereof.

SECTION 9.2 Reorganization. The Trustees may sell, convey and transfer all
or substantially all of the assets of the Trust, or the Portfolio Assets of any
one or more Portfolios of the Trust, to another trust, partnership, association
or corporation organized under the laws of any state of the United States, or
may transfer the assets of one Portfolio of the Trust to another Portfolio of
the Trust, in exchange for cash, shares of the transferee or other Securities,
or to the extent permitted by law then in effect may merge or consolidate the
Trust or any Portfolio with any other trust or any corporation, partnership, or
association organized under the laws of any state of the United States, all upon
such terms and conditions and for such consideration when and as authorized by
vote or written consent of a Majority of the Trustees and approved by the
affirmative vote of the holders of not less than a majority of the Shares
outstanding and entitled to vote of each Portfolio whose assets are affected by
such transaction, or by an instrument or instruments in writing without a
meeting, consented to by the holders of not less than a majority of such Shares,
and/or by such other vote of any Series as may be established by the Certificate
of Designation with respect to such Series. Following such transfer, the
Trustees shall distribute the cash, shares or other Securities or other
consideration received in such transaction (giving due effect to the assets
belonging to and indebtedness of, and any other differences among, the various
Portfolios whose assets have so been transferred) among the Shareholders of such
Portfolios; and if all of the assets of the Trust have been so transferred, the
Trust shall be terminated. Nothing in this Section 9.2 shall be construed as
requiring approval of Shareholders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, associations or other
organizations, and to sell, convey or transfer less than substantially all of
the Trust Property or the assets belonging to any Portfolio to such
organizations or entities.

SECTION 9.3 Amendments; etc. All rights granted to the Shareholders under
this Declaration are granted subject to the reservation of the right to amend
this Declaration as herein provided, except that no amendment shall repeal the
limitations on personal liability of any Shareholder or Trustee or the
prohibition of assessment upon the Shareholders (otherwise than as permitted
under Section 6.2(g)) without the express consent of each Shareholder or Trustee
involved. Subject to the foregoing, the provisions of this Declaration (whether
or not related to the rights of Shareholders) may be amended at any time, so
long as such amendment does not adversely affect the rights of any Shareholder
with respect to which such amendment is or purports to be applicable and so long
as such amendment is not in contravention of applicable law, including the 1940
Act, by an instrument in writing signed by a Majority of the Trustees (or by an
officer of the Trust pursuant to the vote of a Majority of the Trustees). Any
amendment to this Declaration that adversely affects the rights of all
Shareholders may be adopted at any time by an instrument in writing signed by a
Majority of the Trustees

<PAGE>

(or by an officer of the Trust pursuant to a vote of a Majority of the Trustees)
when authorized to do so by the vote in accordance with Section 7.1 hereof of
Shareholders holding a majority of all the Shares outstanding and entitled to
vote, without regard to Series, or if said amendment adversely affects the
rights of the Shareholders of less than all of the Portfolios, by the vote of
the holders of a majority of all the Shares entitled to vote of each Portfolio
so affected. Subject to the foregoing, any such amendment shall be effective
when an instrument stating the terms thereof and a certificate (which may be a
part of such instrument) to the effect that such amendment has been duly adopted
and setting forth the circumstances thereof, shall have been executed and
acknowledged by a Trustee or officer of the Trust.

SECTION 9.4 Filing of Copies of Declaration and Amendments. The original or
a copy of this Declaration and of each amendment hereto (including each
Certificate of Designation and Certificate of Termination), shall be kept at the
office of the Trust where it may be inspected by any Shareholder, and one copy
of each such instrument shall be filed with the Secretary of The Commonwealth of
Massachusetts, as well as with any other governmental office where such filing
may from time to time be required by the laws of Massachusetts, but such filing
shall not be a prerequisite to the effectiveness of this Declaration or any such
amendment. A restated Declaration, integrating into a single instrument all of
the provisions of this Declaration which are then in effect and operative, may
be executed from time to time by a Majority of the Trustees and shall, upon
filing with the Secretary of The Commonwealth of Massachusetts, be conclusive
evidence of all amendments contained therein and may thereafter be referred to
in lieu of the original Declaration and the various amendments thereto.

ARTICLE 10

MISCELLANEOUS

SECTION 10.1 Governing Law. This Declaration of Trust is executed and
delivered in The Commonwealth of Massachusetts and with reference to the laws
thereof, and the rights of all parties and the construction and effect of every
provision hereof shall be subject to and construed according to the laws of said
Commonwealth.

SECTION 10.2 Counterparts. This Declaration of Trust and any amendment
thereto may be simultaneously executed in several counterparts, each of which so
executed shall be deemed to be an original, and such counterparts, together,
shall constitute but one and the same instrument, which shall be sufficiently
evidenced by any such original counterpart.

SECTION 10.3 Reliance by Third Parties. Any certificate executed by an
individual who, according to the records in the office of the Secretary of The
Commonwealth of Massachusetts appears to be a Trustee hereunder, certifying to:
(a) the number or identity of Trustees or Shareholders, (b) the due
authorization of the execution of any instrument or writing, (c) the form of any
vote passed as a meeting of Trustees or Shareholders, (d) the fact that the
number of Trustees or Shareholders present at any meeting or executing any
written instrument satisfies the requirements of this Declaration of Trust, (e)
the form of any By-Law adopted, or the

<PAGE>

identity of any officers elected, by the Trustees, or (f) the existence or
non-existence of any fact or facts which in any manner relate to the affairs of
the Trust, shall be conclusive evidence as to the matters so certified in favor
of any Person dealing with the Trustees, or any of them, and the successors of
such Person.

SECTION 10.4 References; Headings. The masculine gender shall include the
feminine and neuter genders. Headings are placed herein for convenience of
reference only and shall not be taken as a part of this Declaration of Trust, or
control or affect the meaning, construction or effect hereof.

SECTION 10.5 SECTION 10.6 Use of the Name "JWB". JWB Investment Advisory &
Research ("JWB Investment Advisory") has consented to the use by the Trust of
the identifying name "JWB," which is a property right of JWB Investment
Advisory. The Trust acknowledges and agrees that it is entitled to use such name
as a component of its own name only to identify itself as an investment company
advised by , and for no other purpose, and that it has no right to grant, and
will not attempt or purport to grant, to any third party the right to use such
name for any purpose. The Trust agrees that JWB Investment Advisory or any
Person affiliated with JWB Investment Advisory may use or grant to others the
right to use such name as all or a portion of a corporate or business name or
for any commercial purpose, including a grant of such right to any other
investment company. At the request of JWB Investment Advisory, the Trust will
take such action as may be required to provide its consent to the use of such
name by JWB Investment Advisory, or by any Person affiliated with JWB Investment
Advisory, or by any Person to whom JWB Investment Advisory or an affiliate of
JWB Investment Advisory shall have granted the right to the use of such name.
Upon the termination of any investment advisory agreement into which JWB
Investment Advisory and the Trust may enter, the Trust shall, upon request by
JWB Investment Advisory, cease to use such name as a component of its name, and
shall not use such name as a part of its name or for any other commercial
purpose, and shall cause its officers and Trustees to take any and all actions
which JWB Investment Advisory may request to effect the foregoing and to
reconvey to JWB Investment Advisory or to such affiliated Person any and all
rights to such name.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal, for
him self and his assigns, and has thereby accepted the Trusteeship as the
Initial Trustee of JWB Aggressive Growth Fund hereby granted and agreed to the
provisions hereof, all as of the day and year first above written.

/s/ Bryan G. Tyson
Bryan G. Tyson

The undersigned Settlor hereby accepts, approves and authorizes the
foregoing Agreement and Declaration of Trust.

Dated: October 10, 1995

/s/ Barbara D. Gilmore
Barbara D. Gilmore

<PAGE>

ACKNOWLEDGMENTS

M A S S A C H U S E T T S

Suffolk, ss.: October 10, 1995

Then personally appeared the above named Bryan G. Tyson and acknowledged
the foregoing instrument to be his free act and deed.

Before me,

/s/ Judith S. Benjamin

Notary Public

My Commission Expires: 6-19-98

[NOTARIAL SEAL]

M A S S A C H U S E T T S

Suffolk, ss.: October 10, 1995

Then personally appeared the above named Barbara D. Gilmore and
acknowledged the foregoing instrument to be her free act and deed.

Before me,

/s/ Judith S. Benjamin

Notary Public

My Commission Expires: 6-19-98

[NOTARIAL SEAL]

JWB AGGRESSIVE GROWTH FUND

Bylaws

<PAGE>

JWB AGGRESSIVE GROWTH FUND

BYLAWS

These Articles are the Bylaws of JWB Aggressive Growth Fund, a trust with
transferable shares established under the laws of The Commonwealth of
Massachusetts (the "Trust"), pursuant to an Agreement and Declaration of Trust
of the Trust (the "Declaration") made the 10th day of October, 1995, and filed
in the office of the Secretary of the Commonwealth. These Bylaws have been
adopted by the Trustees pursuant to the authority granted by Section 3.1 of the
Declaration.

All words and terms capitalized in these Bylaws, unless otherwise defined
herein, shall have the same meanings as they have in the Declaration.

ARTICLE 1

SHAREHOLDERS AND SHAREHOLDERS' MEETINGS

SECTION 1.1 Meetings. A meeting of the Shareholders of the Trust shall be
held whenever called by the Trustees and whenever election of a Trustee or
Trustees by Shareholders is required by the provisions of the 1940 Act. Meetings
of Shareholders shall also be called by the Trustees when requested in writing
by Shareholders holding at least ten percent (10%) of the Shares then
outstanding for the purpose of voting upon removal of any Trustee, or if the
Trustees shall fail to call or give notice of any such meeting of Shareholders
for a period of thirty (30) days after such application, then Shareholders
holding at least ten percent (10%) of the Shares then outstanding may call and
give notice of such meeting. Notice of Shareholders' meetings shall be given as
provided in the Declaration.

SECTION 1.2 Presiding Officer; Secretary. The President shall preside at
each Shareholders' meeting as chairman of the meeting, or in the absence of the
President, the Trustees present at the meeting shall elect one of their number
as chairman of the meeting. Unless otherwise provided for by the Trustees, the
Secretary of the Trust shall be the secretary of all meetings of Shareholders
and shall record the minutes thereof.

SECTION 1.3 Authority of Chairman of Meeting to Interpret Declaration and
Bylaws. At any Shareholders' meeting the chairman of the meeting shall be
empowered to determine the construction or interpretation of the Declaration or
these Bylaws, or any part thereof or hereof, and his ruling shall be final.

SECTION 1.4 Voting; Quorum. At each meeting of Shareholders, except as
otherwise provided by the Declaration, every holder of record of Shares entitled
to vote shall be entitled to a number of votes equal to the number of Shares
standing in his name on the Share register of the Trust. Shareholders may vote
by proxy and the form of any such proxy may be prescribed from time to time by
the Trustees. A quorum shall exist if the holders of a majority of the
outstanding Shares of the Trust entitled to vote without regard to Series are
present in person or by proxy, but any lesser number shall be sufficient for
adjournments. At all meetings of the Shareholders, votes shall be taken by
ballot for all matters which may be binding upon the Trustees pursuant to
Section 7.1 of the Declaration. On other matters, votes of Shareholders need not
be taken by ballot unless otherwise provided for by the Declaration or by vote
of the Trustees, or as required by the 1940 Act, but the chairman of the meeting
may in his discretion authorize any matter to be voted upon by ballot.

<PAGE>

SECTION 1.5 Inspectors. At any meeting of Shareholders, the chairman of the
meeting may appoint one or more Inspectors of Election or Balloting to supervise
the voting at such meeting or any adjournment thereof. If Inspectors are not so
appointed, the chairman of the meeting may, and on the request of any
Shareholder present or represented and entitled to vote shall, appoint one or
more Inspectors for such purpose. Each Inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of Inspector of Election or Balloting, as the case may be, at such
meeting with strict impartiality and according to the best of his ability. If
appointed, Inspectors shall take charge of the polls and, when the vote is
completed, shall make a certificate of the result of the vote taken and of such
other facts as may be required by law.

SECTION 1.6 Shareholders' Action in Writing. Nothing in this Article 1
shall limit the power of the Shareholders to take any action by means of written
instruments without a meeting, as permitted by Section 7.6 of the Declaration.

ARTICLE 2

TRUSTEES AND TRUSTEES' MEETINGS

SECTION 2.1 Number of Trustees. There shall initially be one (1) Trustee,
and the number of Trustees shall thereafter be such number as from time to time
shall be fixed by a vote adopted by a Majority of the Trustees.

SECTION 2.2 Regular Meetings of Trustees. Regular meetings of the Trustees
may be held without call or notice at such places and at such times as the
Trustees may from time to time determine; provided, that notice of such
determination, and of the time, place and purposes of the first regular meeting
thereafter, shall be given to each absent Trustee in accordance with Section 2.4
hereof.

SECTION 2.3 Special Meetings of Trustees. Special meetings of the Trustees
may be held at any time and at any place when called by the President or the
Treasurer or by two (2) or more Trustees, or if there shall be fewer than three
(3) Trustees, by any Trustee; provided, that notice of the time, place and
purposes thereof is given to each Trustee in accordance with Section 2.4 hereof
by the Secretary or an Assistant Secretary or by the officer or the Trustees
calling the meeting.

SECTION 2.4 Notice of Meetings. Notice of any regular or special meeting of
the Trustees shall be sufficient if given in writing to each Trustee, and if
sent by mail at least five (5) days, or by telegram, Federal Express or other
similar delivery service at least twenty-four (24) hours before the meeting,
addressed to his usual or last known business or residence address, or if
delivered to him in person at least twenty-four (24) hours before the meeting.
Notice of a special meeting need not be given to any Trustee who was present at
an earlier meeting, not more than thirty-one (31) days prior to the subsequent
meeting, at which the subsequent meeting was called. Notice of a meeting may be
waived by any Trustee by written waiver of notice, executed by him before or
after the meeting, and such waiver shall be filed with the records of the
meeting. Attendance by a Trustee at a meeting shall constitute a waiver of
notice, except where a Trustee attends a meeting for the purpose of protesting
prior thereto or at its commencement the lack of notice.

SECTION 2.5 Quorum; Presiding Officer. At any meeting of the Trustees, a
Majority of the Trustees shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice. Unless the Trustees shall otherwise elect, generally or in a
particular case, the President shall preside at each meeting of the Trustees as
chairman of the meeting.

<PAGE>

SECTION 2.6 Participation by Telephone. One or more of the Trustees may
participate in a meeting thereof or of any Committee of the Trustees by means of
a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

SECTION 2.7 Location of Meetings. Trustees' meetings may be held at any
place within or without Massachusetts.

SECTION 2.8 Votes. Voting at Trustees' meetings may be conducted orally, by
show of hands or, if requested by any Trustee, by written ballot. The results of
all voting shall be recorded by the Secretary in the minute book.

SECTION 2.9 Rulings of Chairman. All other rules of conduct adopted and
used at any Trustees' meeting shall be determined by the chairman of such
meeting, whose ruling on all procedural matters shall be final.

SECTION 2.10 Trustees' Action in Writing. Nothing in this Article 2 shall
limit the power of the Trustees to take action by means of a written instrument
without a meeting, as provided in Section 4.2 of the Declaration.

SECTION 2.11 Resignations. Any Trustee may resign at any time by written
instrument signed by him and delivered to the President or the Secretary or to a
meeting of the Trustees. Such resignation shall be effective upon receipt unless
specified to be effective at some other time.

ARTICLE 3

OFFICERS

SECTION 3.1 Officers of the Trust. The officers of the Trust shall consist
of a President, a Treasurer and a Secretary, and may include one or more Vice
Presidents, Assistant Treasurers and Assistant Secretaries, and such other
officers as the Trustees may designate. Any person may hold more than one
office. Except for the President, no officer need be a Trustee.

SECTION 3.2 Time and Terms of Election. The President, the Treasurer and
the Secretary shall be elected by the Trustees at their first meeting and
thereafter at the annual meeting of the Trustees, as provided in Section 4.2 of
the Declaration. Such officers shall hold office until the next annual meeting
of the Trustees and until their successors shall have been duly elected and
qualified, and may be removed at any meeting by the affirmative vote of a
Majority of the Trustees. All other officers of the Trust may be elected or
appointed at any meeting of the Trustees. Such officers shall hold office for
any term, or indefinitely, as determined by the Trustees, and shall be subject
to removal, with or without cause, at any time by the Trustees.

SECTION 3.3 Resignation and Removal. Any officer may resign at any time by
giving written notice to the Trustees. Such resignation shall take effect at the
time specified therein, and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. If the office
of any officer or agent becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise, the Trustees may
choose a successor, who shall hold office for the unexpired term in respect of
which such vacancy occurred. Except to the extent expressly provided in a
written agreement with the Trust, no officer resigning or removed shall have any
right to any compensation for any period following such resignation or removal,
or any right to damage on account of such removal.

<PAGE>

SECTION 3.4 Fidelity Bond. The Trustees may, in their discretion, direct
any officer appointed by them to furnish at the expense of the Trust a fidelity
bond approved by the Trustees, in such amount as the Trustees may prescribe.

SECTION 3.5 President. Unless the Trustees otherwise provide, the President
shall preside at all meetings of the Shareholders and of the Trustees. The
President, subject to the supervision of the Trustees, shall have general charge
and supervision of the business, property, affairs and personnel of the Trust
and such other powers and duties as the Trustees may prescribe.

SECTION 3.6 Vice Presidents. In the absence or disability of the President,
the Vice President or, if there shall be more than one, the Vice Presidents in
the order of their seniority or as otherwise designated by the Trustees, shall
exercise all of the powers and duties of the President. The Vice Presidents
shall have the power to execute bonds, notes, mortgages and other contracts,
agreements and instruments in the name of the Trust, and shall do and perform
such other duties as the Trustees or the President shall direct.

SECTION 3.7 Treasurer and Assistant Treasurers. The Treasurer shall be the
chief financial officer of the Trust, and shall have the custody of the Trust's
funds and Securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Trust and shall deposit all moneys, and
other valuable effects in the name and to the credit of the Trust, in such
depositories as may be designated by the Trustees, taking proper vouchers for
such disbursements, shall have such other duties and powers as may be prescribed
from time to time by the Trustees, and shall render to the Trustees, whenever
they may require it, an account of all his transactions as Treasurer and of the
financial condition of the Trust. If no Controller is elected, the Treasurer
shall also have the duties and powers of the Controller, as provided in these
Bylaws. Any Assistant Treasurer shall have such duties and powers as shall be
prescribed from time to time by the Trustees or the Treasurer, and shall be
responsible to and shall report to the Treasurer. In the absence or disability
of the Treasurer, the Assistant Treasurer or, if there shall be more than one,
the Assistant Treasurers in the order of their seniority or as otherwise
designated by the Trustees shall have the powers and duties of the Treasurer.

SECTION 3.8 Controller and Assistant Controllers. If a Controller is
elected, he shall be the chief accounting officer of the Trust and shall be in
charge of its books of account and accounting records and of its accounting
procedures, and shall have such duties and powers as are commonly incident to
the office of a controller, and such other duties and powers as may be
prescribed from time to time by the Trustees. The Controller shall be
responsible to and shall report to the Trustees, but in the ordinary conduct of
the Trust's business, shall be under the supervision of the Treasurer. Any
Assistant Controller shall have such duties and powers as shall be prescribed
from time to time by the Trustees or the Controller, and shall be responsible to
and shall report to the Controller. In the absence or disability of the
Controller, the Assistant Controller or, if there shall be more than one, the
Assistant Controllers in the order of their seniority or as otherwise designated
by the Trustees shall have the powers and duties of the Controller.

SECTION 3.9 Secretary and Assistant Secretaries. The Secretary shall, if
and to the extent requested by the Trustees, attend all meetings of the
Trustees, any Committee of the Trustees and/or the Shareholders and record all
votes and the minutes of proceedings in a book to be kept for that purpose,
shall give or cause to be given notice of all meetings of the Trustees, any
Committee of the Trustees, and of the Shareholders and shall perform such other
duties as may be prescribed by the Trustees. The Secretary, or in his absence
any Assistant Secretary, shall affix the Trust's seal to any instrument
requiring it, and when so affixed, it shall be attested by the signature of the
Secretary or an Assistant Secretary. The Secretary shall be the custodian of the
Share records and all other books, records and papers of the Trust (other than
financial) and shall see that all books, reports, statements, certificates and
other documents and records required by law are properly kept and filed. In the
absence or disability of the Secretary, the Assistant

<PAGE>

Secretary or, if there shall be more than one, the Assistant Secretaries in the
order of their seniority or as otherwise designated by the Trustees shall have
the powers and duties of the Secretary.

SECTION 3.10 Substitutions. In case of the absence or disability of any
officer of the Trust, or for any other reason that the Trustees may deem
sufficient, the Trustees may delegate for the time being the powers or duties,
or any of them, of such officer to any other officer, or to any Trustee.

SECTION 3.11 Execution of Deeds, etc. Except as the Trustees may generally
or in particular cases otherwise authorize or direct, all deeds, leases,
transfers, contracts, proposals, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the Trust shall be signed or endorsed
on behalf of the Trust by the President, one of the Vice Presidents or the
Treasurer.

SECTION 3.12 Power to Vote Securities. Unless otherwise ordered by the
Trustees, the Treasurer and the Secretary each shall have full power and
authority on behalf of the Trust to give proxies for and/or to attend and to act
and to vote at any meeting of stockholders of any corporation in which the Trust
may hold stock, and at any such meeting the Treasurer or the Secretary, as the
case may be, his proxy shall possess and may exercise any and all rights and
powers incident to the ownership of such stock which, as the owner thereof, the
Trust might have possessed and exercised if present. The Trustees, by resolution
from time to time, or, in the absence thereof, either the Treasurer or the
Secretary, may confer like powers upon any other person or persons as attorneys
and proxies of the Trust.

ARTICLE 4

COMMITTEES

SECTION 4.1 Power of Trustees to Designate Committees. The Trustees, by
vote of a Majority of the Trustees, may elect from their number an Executive
Committee and any other Committees and may delegate thereto some or all of their
powers except those which by law, by the Declaration or by these Bylaws may not
be delegated; provided, that the Executive Committee shall not be empowered to
elect the President, the Treasurer or the Secretary, to amend the Bylaws, to
exercise the powers of the Trustees under this Section 4.1 or under Section 4.3
hereof, or to perform any act for which the action of a Majority of the Trustees
is required by law, by the Declaration or by these Bylaws. The members of any
such Committee shall serve at the pleasure of the Trustees.

SECTION 4.2 Rules for Conduct of Committee Affairs. Except as otherwise
provided by the Trustees, each Committee elected or appointed pursuant to this
Article 4 may adopt such standing rules and regulations for the conduct of its
affairs as it may deem desirable, subject to review and approval of such rules
and regulations by the Trustees at the next succeeding meeting of the Trustees,
but in the absence of any such action or any contrary provisions by the
Trustees, the business of each Committee shall be conducted, so far as
practicable, in the same manner as provided herein and in the Declaration for
the Trustees.

SECTION 4.3 Trustees May Alter, Abolish, etc., Committees. The Trustees may
at any time alter or abolish any Committee, change the membership of any
Committee, or revoke, rescind or modify any action of any Committee or the
authority of any Committee with respect to any matter or class of matters;
provided, that no such action shall impair the rights of any third parties.

SECTION 4.4 Minutes; Review by Trustees. Any Committee to which the
Trustees delegate any of their powers or duties shall keep records of its
meetings and shall report its actions to the Trustees.

<PAGE>

ARTICLE 5

SEAL

The seal of the Trust shall consist of a flat-faced circular die with the
word "Massachusetts", together with the name of the Trust, the words "Trust
Seal", and the year of its organization cut or engraved thereon, but, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.

ARTICLE 6

SECTION 6.1 Issuance of Shares. The Trustees may issue Shares of any or all
Series either in certificated or uncertificated form, they may issue
certificates to the holders of Shares of a Series which was originally issued in
uncertificated form, and if they have issued Shares of any Series in
certificated form, they may at any time discontinue the issuance of Share
certificates for such Series and may, by written notice to such Shareholders of
such Series require the surrender of their Share certificates to the Trust for
cancellation, which surrender and cancellation shall not affect the ownership of
Shares for such Series.

SECTION 6.2 Uncertificated Shares. For any Series of Shares for which the
Trustees issue Shares without certificates, the Trust or the Transfer Agent may
either issue receipts therefor or may keep accounts upon the books of the Trust
for the record holders of such Shares, who shall in either case be deemed, for
all purposes hereunder, to be the holders of such Shares as if they had received
certificates therefor and shall be held to have expressly assented and agreed to
the terms hereof and of the Declaration.

SECTION 6.3 Share Certificates. For any Series of Shares for which the
Trustees shall issue Share certificates, each Shareholder of such Series shall
be entitled to a certificate stating the number of Shares owned by him in such
form as shall be prescribed from time to time by the Trustees. Such certificate
shall be signed by the President or a Vice-President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the Trust.
Such signatures may be facsimiles if the certificate is countersigned by a
Transfer Agent, or by a Registrar, other than a Trustee, officer or employee of
the Trust. In case any officer who has signed or whose facsimile signature has
been placed on such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the same effect as if
he were such officer at the time of its issue.

SECTION 6.4 Lost, Stolen, etc., Certificates. If any certificate for
certificated Shares shall be lost, stolen, destroyed or mutilated, the Trustees
may authorize the issuance of a new certificate of the same tenor and for the
same number of Shares in lieu thereof. The Trustees shall require the surrender
of any mutilated certificate in respect of which a new certificate is issued,
and may, in their discretion, before the issuance of a new certificate, require
the owner of a lost, stolen or destroyed certificate, or the owner's legal
representative, to make an affidavit or affirmation setting forth such facts as
to the loss, theft or destruction as they deem necessary, and to give the Trust
a bond in such reasonable sum as the Trustees direct, in order to indemnify the
Trust.

SECTION 6.5 Record Transfer of Pledged Shares. A pledgee of Shares pledged
as collateral security shall be entitled to a new certificate in his name as
pledgee, in the case of certificated Shares, or to be registered as the holder
in pledge of such Shares in the case of uncertificated Shares; provided, that
the instrument of pledge substantially describes the debt or duty that is
intended to be secured thereby. Any such

<PAGE>

new certificate shall express on its face that it is held as collateral
security, and the name of the pledgor shall be stated thereon, and any such
registration of uncertificated Shares shall be in a form which indicates that
the registered holder holds such Shares in pledge. After such issue or
registration, and unless and until such pledge is released, such pledgee and his
successors and assigns shall alone be entitled to the rights of a Shareholder,
and entitled to vote such Shares.

ARTICLE 7

CUSTODIAN

The Trust shall at all times employ a bank or trust company having a
capital, surplus and undivided profits of at least Two Million Dollars
($2,000,000) as Custodian of the capital assets of the Trust. The Custodian
shall be compensated for its services by the Trust upon such basis as shall be
agreed upon from time to time between the Trust and the Custodian.

ARTICLE 8

AMENDMENTS

SECTION 8.1 Bylaws Subject to Amendment. These Bylaws may be altered,
amended or repealed, in whole or in part, at any time by vote of the holders of
a majority of the Shares (or whenever there shall be more than one Series of
Shares, of the holders of a majority of the Shares of each Series) issued,
outstanding and entitled to vote. The Trustees, by vote of a Majority of the
Trustees, may alter, amend or repeal these Bylaws, in whole or in part,
including Bylaws adopted by the Shareholders, except with respect to any
provision hereof which by law, the Declaration or these Bylaws requires action
by the Shareholders. Bylaws adopted by the Trustees may be altered, amended or
repealed by the Shareholders.

SECTION 8.2 Notice of Proposal to Amend Bylaws Required. No proposal to
amend or repeal these Bylaws or to adopt new Bylaws shall be acted upon at a
meeting unless either (i) such proposal is stated in the notice or in the waiver
of notice, as the case may be, of the meeting of the Trustees or Shareholders at
which such action is taken, or (ii) all of the Trustees or Shareholders, as the
case may be, are present at such meeting and all agree to consider such proposal
without protesting the lack of notice.

INVESTMENT ADVISORY FEE
ENGAGEMENT BROCHURE

<PAGE>

Investment Advisory And Financial Planning
Engagement Agreement

This agreement entered into this _______________ day of
_______________________199___, by and between John Wellington Bagwell of JWB,
Investment Advisory & Research (hereinafter referred to as the "Advisor"), which
is registered with the Securities & Exchange Commission and the Securities
Commission of the state of Hawaii, as a Registered Investment Advisor, and
_____________________________________ (NAME OF CLIENT).

JWB, Investment Advisory & Research acting through it's Registered Investment
Advisor Representative ______________________________ (hereinafter referred as
the "Agent"), who provides specific and limited advice for clients on the
Advisors behalf.

Whereas, JWB, Investment Advisory & Research and or the Registered Investment
Advisor Representative (on behalf of the Advisor), provides investment advice
and financial planning services to the Client. Which the Client desires to
obtain such services from the Advisor and or the Agent, under the terms and
conditions set forth herein.

This agreement sets forth all of the promises, agreements, conditions and
understandings between the parties, which the Advisor and or the Agent agree to
said services, which the Client agrees to pay the applicable payment for said
services.

- --------------------------------------------------------------------------------

THE CLIENT CAN ENGAGE THE ADVISOR AND OR THE AGENT IN THE FOLLOWING FOUR TYPES
OF FEE STRUCTURES, which to solve and or service his or her account. The
following are the four types of fee structures used:

TYPES OF FEE STRUCTURES: (A) Investment Advisory Engagement for a Mutual Fund
(B) Comprehensive Analysis and Engagement (C) Engagement by the Hour, (D)
Miscellaneous Asset Allocation Engagement, (E) Asset Protection Engagement.

Depending on the nature of the case, the Advisor and or the Agent shall
determine the correct type of engagement for each particular case.

- --------------------------------------------------------------------------------

<PAGE>

INVESTMENT ADVISORY ENGAGEMENT FOR A MUTUAL FUND

A. This engagement is designed specifically for Section 15 of the Investment
Company Act of 1940, which defines what the Advisor will do pursuant to this
engagement and what compensation will be paid to the Advisor. This engagement
will follow these strict guidelines below, as outlined in Section 15 of the
Investment Company Act of 1940, which are as follows:

1. It shall be unlawful for any person to serve as an investment advisor of a
registered investment company, except pursuant to a written contract, which
has been approved by the vote of a majority of the outstanding voting
securities of such registered company.

2. Precisely describes all compensation to be paid.

3. Thee engagement shall continue in effect for a period more than two years
from the date of its execution, only so long as such continuance is
specifically approved at least annually by the board of directors (or
trustees) or by vote of a majority of the outstanding voting securities of
such company.

4. The Advisor may be terminated at any time, without the payment of any
penalty, by the board of directors (or trustees) of such registered company or
by a vote of a majority of the outstanding voting securities of such company
on not more than sixty days' written notice to the Advisor, and in the case of
the fund has been assigned, the Advisor will be terminated automatically upon
this event.

5. It shall be the duty of the directors (or trustees) of a registered
investment company to request and evaluate, and the duty of an Advisor to such
company to furnish, such information as may reasonably be necessary to
evaluate the terms of such contract.

THE SERVICES pursuant to this engagement will be as follows: The Advisor will
manage the securities portfolio for JWB Aggressive Growth Fund, and research
which may be necessary to evaluate said securities. In addition, the Advisor
will be in charge of any buy/sell decisions necessary to manage the fund.

THE COMPENSATION will be as follows: The compensation for said services will be
$125,000 per year, unless voted otherwise. Each year the board of directors (or
trustees) will negotiate with the Advisor, and vote to approve or disapprove the
compensation negotiated with the Advisor. The Advisor agrees to be paid said
compensation above at a later date, when the fund is making money, and the
trustees pass upon such compensation to be paid back to the Advisor.

[] The board of directors (or trustees) approves this engagement to hire the
Advisor for said services and compensation structure outlined above.
________________ (Date)

- -------------------------------- ---------------------------------
Marko D. Popovic, Trustee Richard A. Barnett, Trustee

- -------------------------------- ---------------------------------
Roger Y. Dewa, Trustee John W. Bagwell, Trustee

<PAGE>

COMPENSATION

The Client will compensate Advisor for engagement by
_____________________________, pursuant to this agreement in the manner below:
The Client will pay a total fee to the Advisor in the amount of
$____________________. FOR [] INITIAL ENGAGEMENT OR [] SUBSEQUENT ENGAGEMENT. A
Retainer of $_________________ is due and payable, when contract is entered and
agreed to. Client wishes to engage Advisor in the following areas of concern:

- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------.

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Clients Initials Spouses Initials (if applicable)

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FREE SUBSEQUENT ADVICE FOR 12 MONTHS UPON ENGAGEMENT (FOR PLANS B THROUGH E)

Advisor agrees to provide investment advice during the next (12) months at NO
ADDITIONAL COST for Clients, who purchase the Comprehensive Engagement,
engagement by the hour which the hourly fee totals $400 or more, and the Asset
Protection Engagements. In addition, this clause includes limited advice on
mutual funds for the Miscellaneous Asset Allocation Engagement.

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SUBSEQUENT YEARS

Subsequent to the completion of the first (12) month period, the Client may
choose to engage Advisor for an additional (12) month period. If the client
chooses to engage the Advisor at that time, the fee shall be NEGOTIABLE, based
upon the amount of analysis or work the Client has "in store" for the Advisor.
THE CLIENT IS NOT OBLIGATED TO PAY THESE SUCCEEDING YEARS OF FEES, BY SIGNING
THE ORIGINAL ENGAGEMENT AGREEMENT. Each year a new engagement agreement will be
signed and agreed to, by both Advisor and Client.

- ------------------------------------------------------------------------------

SOLICITORS DISCLOSURE STATEMENT

Pursuant to the requirement (SEC rule 206(4)-3), which requires that any person
who solicits Clients for the Investment Advisor, must provide those Clients with
a written statement disclosing the relationship between the solicitor (the
Agent) and the Investment Advisor.

NAATURE OF RELATIONSHIP: The Agent is a Registered Investment Advisor
Representative, registered as such, for JWB, Investment Advisory & Research. In
accordance of said rules and regulations, by the state of Hawaii Commissioner of
Securities and the S.E.C.

COMPENSATION: The Advisor has agreed to pay the Agent 70% of the Fee, which
relates to Miscellaneous Asset Allocation Engagement (Model A), and 65% for
(Model B). The Agent shall receive 65% of the fee, for Engagement By the Hour
and for all Comprehensive Financial Plan Engagements. The Advisor has agreed to
pay the Agent 89.89% for all Asset Protection Engagements. These fee's are given
as a result of providing specific and limited advice to Clients, on the Advisors
behalf.

<PAGE>

SATISFACTION CLAUSE

If the Client is unhappy with any engagement within this Investment Advisory
Agreement within a (5) day time frame after signing this engagement brochure,
and wishes to terminate such engagement, the Client will receive 100% of their
money back, guaranteed.

In addition, for Comprehensive and Hourly Engagements $400 or greater, thee
Advisor GUARANTEES the Clients satisfaction with all written plans (if
applicable) upon the initial presentation. If the Client is unhappy with the
plan, and the Advisor is not able to rewrite the plan to the Clients
satisfaction (in a 10 day time frame after the plan is presented), thee Advisor
will return 1/2 of the total cost of the plan, but the Client agrees to return
any written plans to the Advisor upon obtaining a refund. For Asset Protection
Engagements there shall be no additional guarantees (beyond the 5 day 100% money
back guarantee, after signing engagement), do to the high costs associated in
putting this type of plan together.

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RELEVANT DATA REQUIRED

The Client will provide all relevant data required necessary in the initial data
session, and furnish other data required (including support data and source
documents) needed to properly analyze the Clients situation. In addition, the
Client shall inform the Advisor of any material changes to the Clients
situation, immediately. The Advisor strongly recommends annual reviews, to
assure the planning process is kept up-to-date.

THE CLIENT AGREES TO INDEMNIFY AND HOLD THE ADVISOR HARMLESS FROM ANY LIABILITY,
WHICH MAY ARISE IN ANY MATTER OR FORM, ON ACCOUNT OF INACCURATE OR INCOMPLETE
INFORMATION, WHICH THE CLIENT FURNISHED OR DIDN'T FURNISH THE ADVISOR. BY
INITIALING, YOU AGREE TO THIS PARAGRAPH.

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Client Initials Spouses Initials (if applicable)

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LAW AND ACCOUNTING

The Client understands and acknowledges that the Advisor does not practice law
or accounting, and none of the fees taken for any type of engagement relate to
accounting or legal services. The Client understands, that if such services are
necessary, it shall be the responsibility of the Client to obtain such services.
The Advisor agrees to assist the Client, if requested in the selection of
attorneys and accountants (except in the case of asset protection, since very
few attorneys or CPAs are qualified in asset protection). DO YOU UNDERSTAND?

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Clients Initials Spouses Initials (if applicable)

<PAGE>

POSSIBLE CONFLICT OF INTEREST

The Advisor is a trustee and portfolio manager for the JWB Aggressive Growth
Fund, and any advice to purchase this fund may constitute a possible conflict of
interest between the Advisor and the Client. In addition, the Advisor is a
licensed general agent with several major life insurer's and any advice to
purchase such investments may constitute a possible conflict of interest, upon
sale of such investments to the Client. The Client acknowledges that commission
payable to Mr. Bagwell, in his role as a general agent is similar to commissions
paid other general agents, and the Client may choose another general agent other
than Mr. Bagwell. The Client understands and acknowledges, that any commission
payable to Mr. Bagwell in his role as a general agent is entirely separate from
the fee structure outlined in this investment advisory brochure.

Also, the Investment Advisor Representative is a general agent with several life
insurer's and is a principal with Polaris Financial Services, Inc. and any
advice to purchase investments through the Investment Advisor Representative may
constitute a possible conflict of interest between the representative and the
Client. The Client acknowledges that commissions payable to Mr. Lussier, in his
role as a general agent or as a principal is similar to commissions paid to
other agents and principals, and the Client may choose another general agent or
principal other than Mr. Lussier with similar products. The Client understands
and acknowledges, that any commission payable to Mr. Lussier in his role as an
agent or principal is entirely separate from the fee structure outlined in this
investment advisory brochure.

THE CLIENT UNDERSTANDS THIS POSSIBLE CONFLICT OF INTEREST, SHOULD HE DECIDE TO
CONSUMMATE ANY INVESTMENT TRANSACTIONS. PLEASE INITIAL, THAT YOU UNDERSTAND THE
ABOVE PARAGRAPHS.

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Client Initials Spouses Initials (if applicable)

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CONFIDENTIALITY

All information given to the Advisor or the Agent, and all recommendations
furnished to the Client, shall be kept confidential. The Advisor or the Agent is
hereby granted authority to discuss impart, any or all information received by
the Client, or developed by the Advisor or the Agent, under terms of this
agreement, with the following individuals designated by the Client:

1. __________________________ (Attorney)
2. _______________________________ (CPA)
3. __________________________ (Power of Attorney)
4. _______________________ (Other)
5. _______________________ (Other)

<PAGE>

MISCELLANEOUS PROVISIONS

1. This agreement shall be governed according to the laws of the state of
Hawaii, and all legal issues must be resolved in the state of Hawaii. It is
mutually agreed that any controversy or claim relating to this agreement, or
breach thereof, shall be settled by arbitration, in accordance with the
Securities Arbitration Rules, of the American Arbitration Association.

2. This agreement contains the entire agreement of the parties with respect to
the subject matter hereto. There are no prior or contemporaneous written or oral
agreements. This agreement may not be modified, unless made in writing, and
signed by both or the parties hereto.

3. Liability: The Advisor and or the Agent shall not be liable to the Client for
anything done or omitted by the Advisor and or the Agent under this agreement,
provided it shall have acted in good faith and provided that negligence, willful
or reckless misconduct, or a violation of applicable law (on it's part is not
involved).

4. Binding agreement: This agreement shall bind and insure to the benefit of the
parties and their respective successors, permitted assigns, heirs, and legal
representatives.

5. This agreement sets forth all promises; agreements, conditions and
understandings between the parties respecting the subject matter hereof, and
supersedes all negotiations, conversations, discussions, correspondence,
memoranda and agreements between the parties concerning such matters.

6. The Advisor and or the Agent reserve the right to determine the
appropriateness of a particular plan and or fee structure to the Client. The
Client or the Advisor has the right to waive delivery of a written plan for any
engagement, due to Client wishing to receive just oral investment advice.

7. For Clients who have engaged the Advisor under the Asset Protection
Engagement who did not disclose fully their current circumstances, either
involving litigation against the Client which was not previously disclosed to
the Advisor, or any undisclosed audits, the Client will be charged $200 an hour
for work performed by the Advisor, and all remaining money paid to the Advisor
shall be returned to the Client. From that point, the engagement shall be null
and void, terminating the contractual agreement between the Advisor and the
Client.

SUMMARY OF UNDERSTANDING

We the undersigned have acknowledged and read this agreement
at_________________, ______. On ___________________day of
_____________________________________199___. The Client AGREES TO ENGAGE THE
ADVISOR (AND OR THE AGENT) FOR THE AGREED UPON FEE, UNDER TERMS AND CONDITIONS
SET FORTH WITHIN THIS ENGAGEMENT AGREEMENT.

___________________________________ _______________________________________
Clients Signature Spouses Signature (if applicable)

- ------------------------------------
REGISTERED INVESTMENT ADVISORS SIGNATURE

- ------------------------------------
REGISTERED INVEST. ADVISOR REP. SIGNATURE

<PAGE>

INVESTMENT ADVISORY BROCHURE RECEIPT

I _______________________________________ [NAME OF CLIENT(S)], has received the
Investment Advisory Brochure in advance of signing up to receive services,
congruent to the Securities and Exchange Commission rules, from JWB Investment
Advisory & Research, on this day of __/__/__.

________________________________ ____________________________________
Clients Signature Spouses Signature (if applicable)

THIS ORIGINAL PAGE MUST BE KEPT BY THE ADVISOR. PLEASE TEAR OUT AFTER A
PHOTOCOPY IS MADE.

<PAGE>

AMENDMENT TO BROCHURE

(_______) This engagement shall be a amended to include the following areas of
concern:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

CLIENT AGREES TO AMENDMENT: [] YES [] NO

- -------------------------------- ------------------------------------
Clients Signature Spouses Signature (If applicable)

- -------------------------------- ------------------------------------
Registered Investment Advisor Signature Registered Investment Rep. Signature

- ------------------------------------------------------------------------------

WAIVER OF DELIVERY OF WRITTEN PLAN

I __________________________________ (Client) waive my right to the delivery of
a written plan, for my _____________________________fee engagement. I only wish
oral investment advice for my particular engagement.

CLIENT AGREES TO THE ABOVE WAIVER: [] YES []NO

- -------------------------------- ------------------------------------
Clients Signature Spouses Signature (If applicable)

<PAGE>

ADV PART 2 UNIFORM INVESTMENT ADVISOR REGISTRATION DISCLOSURE

(THIS DATA WAS GIVEN TO THE SEC AND THE STATE OF HAWAII SECURITIES COMMISSION,
AS PART OF MY FULL DISCLOSER OF MY BUSINESS ACTIVITIES AS A REGISTERED
INVESTMENT ADVISOR.) THIS DISCLOSURE STATEMENT (BROCHURE) WAS DELIVERED IN
ACCORDANCE WITH PART 249 OF CHAPTER 11 TO TITLE 17 OF THE CODE OF FEDERAL
REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND IN
PARTICULAR SECTION 275.204-3 SAID REGULATIONS.

THE WORD APPLICANT FROM THE FORM ADV (PART 2), HAS BEEN DELETED, AND THE WORD
ADVISOR HAS BEEN INSERTED IN PLACE OF IT, TO MAKE IT EASIER FOR THE CLIENT TO
UNDERSTAND THIS BROCHURE. SINCE THE APPLICANT IS THE ADVISOR.

1. ADVISORY SERVICES AND FEES (PART 2, PG 2, 1A1 AND 1A7): (1) Provides
investment supervisory services approximately 9% of the time. (2) Manages
investment advisory accounts not involving investment supervisory services 90%
of the time. (7) And on more than an occasional basis, furnishes advice to
Clients on matters not involving securities, approximately 1% of the time.

PART 2, PG 2, 1A1, 1A2, 1A7, 1D. For each checked box in A above, describe on
Schedule F:

SCHEDULE F:

INVESTMENT ADVISORY ENGAGEMENT FOR A MUTUAL FUND: This engagement is designed
specifically for Section 15 of the Investment Company Act of 1940, which defines
what the Advisor will do pursuant to this engagement and what compensation will
be paid to the Advisor. This engagement will follow these strict guidelines
below, as outlined in Section 15 of the Investment Company Act of 1940, which
are as follows:

1. It shall be unlawful for any person to serve as an investment advisor of a
registered investment company, except pursuant to a written contract, which has
been approved by the vote of a majority of the outstanding voting securities of
such registered company.

2. Precisely describes all compensation to be paid.

3. Thee engagement shall continue in effect for a period more than two years
from the date of its execution, only so long as such continuance is specifically
approved at least annually by the board of directors (or trustees) or by the
vote of a majority of the outstanding voting securities of such company.

4. The Advisor may be terminated at any time, without the payment of any
penalty, by the board of directors (or trustees) of such registered company or
by a vote of a majority of the outstanding voting securities of such company on
not more than sixty days' written notice to the Advisor, and in the case of the
fund has been assigned, the Advisor will be terminated automatically upon this
event.

The services pursuant to this engagement will be as follows: The Advisor will
manage the securities portfolio for JWB Aggressive Growth Fund, and all research
which may be necessary to evaluate said securities. In addition, the Advisor
will be in charge of any buy/sell decisions necessary to manage the fund. The
compensation will be as follows: The compensation for said services above will
be $125,000 per year, unless voted otherwise. Each year the board of directors
(or trustees) will negotiate with the Advisor, and vote to approve or disapprove
the compensation negotiated with the Advisor. The Advisor agrees to be paid said
compensation above at a later date, when the fund is making money, and the
directors (or trustees) pass upon such compensation to be paid back to the
Advisor. [] The board of directors (or trustees) approves this engagement to
hire the Advisor for said services and compensation structure outlined above.
________________(Date)

- ----------------------------------- -----------------------------------------
Marko D. Popovic, Trustee Richard A. Barnett, Trustee

- ----------------------------------- -----------------------------------------
Roger Y. Dewa, Trustee John W. Bagwell, Trustee

<PAGE>

COMPREHENSIVE ANALYSIS AND ENGAGEMENT: The Advisor will provide
______________________based on information provided by the Client. The analysis
will be based on the Clients financial goals, objectives, risk tolerance, and
needs. The Advisor will provide the Client with specific recommendations, which
may include, but not limited to the following (Please circle areas of concern):
Tax planning, risk Management, Investments, Insurance, Educational funding,
Retirement Planning, Employee benefits, Estate Planning, Corporate & Business
Coordination, Cash Flow Analysis, Technical and Fundamental Analysis of
Securities (including Quantitative Analysis).

Comprehensive Analysis and Engagement is based on an individuals Net Worth or
Gross Income. Structured from (A) to (N). These fees are as follows:

Plan (A): For Clients who's gross income is less than $35,000 or has a net worth
less than $75,000. The cost will be $400. Plan (B): For Clients who's gross
income is between $35,000 to $70,000 or has a net worth between $75,000 and
$150,000. The cost will be $600. Plan (C): For Clients who's gross income is
between $70,000 to $100,000 or has a net worth between $150,000 and $500,000.
The cost will be $850. Plan (D): For Clients who's gross income is between
$100,000 to $180,000 or has a net worth between $500,000 and $1,000,000. The
cost will be $1,500. Plan (E): For Clients who's gross income is between
$180,000 to $250,000 or has a net worth between $1 million and $2 million. The
cost will be $2,000. Plan (F): For Clients who's gross income is between
$250,000 to $350,000 or has a net worth between $2 million and $3 million. The
cost will be $3,000. Plan (G): For Clients who's gross income is between
$350,000 to $500,000 or has a net worth between $3 million and $4 million. The
cost will be $4,000. Plan (H): For Clients who's gross income is between
$500,000 to $600,000 or has a net worth between $4 million and $5 million. The
cost will be $5,000. Plan (I): For Clients who's gross income is between
$600,000 to $700,000 or has a net worth between $5 million and $6 million. The
cost will be $6,000. Plan (J): For Clients who's gross income is between
$700,000 to $800,000 or has a net worth between $6 million and $7 million. The
cost will be $7,000. Plan (K): For Clients who's gross income is between
$800,000 to $900,000 or has a net worth between $7 million and $8 million. The
cost will be $8,000. Plan (L): For Clients who's gross income is between
$900,000 to $1 million or has a net worth between $8 million and $9 million. The
cost will be $9,000. Plan (M): For Clients who's gross income is between $1
million to $2 million or has a net worth between $9 million and $10 million. The
cost will be $10,000. Plan (N): For Clients who's income or net worth is greater
than Plan (M), the cost will be determined by the Advisor.

o (_______) The Advisor will provide a written evaluation for complex cases,
as long as the Client furnishes the Advisor with all the information
required to make a thorough written evaluation.

o Individuals who are retired or not currently working, the fee will be based
solely on net worth. For all other individuals, the fee will be based on
the greatest gross income or net worth fee structure.

o All of the above plans receive 12 months of free support advice, at no
additional charge.

- --------------------------------------------------------------------------------

ENGAGEMENT BY THE HOUR: Alternatively, clients may engage Advisor by the hour
for specified financial analysis. The fee is $200 per hour, with a minimum
charge of 2 hours per engagement. For all engagements 2 hours or longer, the
Client receives 12 months of free advice, at no additional charge. In addition,
if the Client chooses to have a complete comprehensive analysis done (plan A
through F), within a 90 days after engaging Advisor by the hour, those fee's
shall be applied towards a complete comprehensive analysis fee structure. The
Client acknowledges, that he or she does not desire for the Advisor to review or
Analyze any other areas of the Clients financial situation, and has declined to
hire the Advisor to evaluate the Clients finances in full detail (as outlined in
the comprehensive analysis and engagement). Accordingly, the Client agrees to
hold the Advisor harmless from any potential negative consequences to the
clients situation, for those areas not to be reviewed. The scope of this
engagement will be limited to the following areas of concern:
_________________________.

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<PAGE>

MISCELLANEOUS ASSET ALLOCATION ENGAGEMENT: Asset allocation engagement model A
and B utilizes-load or no-load mutual funds (or variable sub-accounts), whereby
the Advisor recommends the proper allocation of assets, according the Clients
investment objectives, needs, and risk tolerances. The Advisor or the Investment
Advisor Representative will actively manage the accounts of the Client through
market or sector cycles, using sectional rotational analysis designed to
increase overall returns. [] MODEL A: Is designed to trade load & no-load mutual
funds and sub-accounts [] MODEL B: Is designed specifically for trading
______________________.

Both model A & B are designed to take advantage of a mutual fund or sub-account
leading or lagging indicators, enabling the Advisor to buy low and sell high.
These indicators allows the Advisor to spot trouble and get out of the specific
fund or sub-account before the price (or unit value) decreases significantly.
The Advisor will then move the account balance to another fund or sub-account,
whose technical indicators are rising. Thus, the Client is continuously buying
low and selling high. The object is to take advantage of the market, plain and
simple. The Advisor may incorporate several different factors to determine the
buy-sell signal; such as relative strength, fast and forward moving averages,
market direction, MACD timing signals, genetic algorithms (often called
artifical intelligence), and contrarian thinking (to name a few). Fee schedule
and setup charge for this type of engagement is, is as follows: First $500,000
... 1.75% $500,001 and up... 1.00%. Setup charge (payable in advance _________)
... $200. The above fee is the total annual fee, which shall be deducted
directly from the mutual fund account or sub-account. A fee of 1/4 of the annual
fee above, shall be debited every quarterly period, after services are rendered
(based on the ending valuation of your account). This shall constitute the
method of payment. In addition, the mutual fund or the variable sub-account,
and/or the Advisor (or the Advisors Agent) shall send a statement to the Client
detailing how the balance was calculated at the end of each quarterly period.
Also, each year there shall be an annual set-up charge of $50 dollars, payable
on the anniversary of the initial engagement, to cover that years administrative
charges. Miscellaneous Asset Allocation Engagement may be terminated at any time
by either party, upon delivery of a certified letter. All services rendered,
that was not properly paid for, shall be billed to the Client on a pro-rata fee
structure. Please understand, the Advisor cannot guarantee returns. In addition,
you may have capital gains or losses due to investing in mutual funds or
variable sub-account contracts. Clients will hold Advisor harmless to any
taxable consequences, by advising trading any investment purchased for this
program, or investment previously bought or and incorporated into this program.
Also, the Client shall hold the Advisor harmless to any asset allocation
arrangement agreed to (based on the Clients investment objectives, needs, and
risk tolerances). Do you understand and agree to this paragraph? Please initial
if you do. __________(Client) _________ (Spouse, if applicable)

- ------------------------------------------------------------------------------

FEE LIQUIDATION REQUEST: Attn: Operations Dept. ______ (Be sure to check correct
address of Operations dept.). From _______. Date _______. Fund: _______. Account
# _______. Please liquidate fee of $_______ or .0043750 of the ending valuation
of my account, at the end of each calendar quarter. 1. Do not withhold taxes. 2.
My signature is guaranteed. 3. Fee is continuous in nature (meaning the fee
should be taken out every quarter). The fee will be taken out, until further
notice (unless terminated by the Advisor or the Client). 4. Concerning fee
liquidation and penalties for early withdrawal before age 59 1/2: The IRA is
solely liable, not the Client {IRS requirement.} You are authorized to make the
check payable and SEND TO: JWB, Investment Advisory & Research, Century Square
Building, 1188 Bishop St., suite #2909, Honolulu, Hi. 96813. Phone Number
#808-531-7600 or 808-486-3608.

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<PAGE>

ASSET PROTECTION ENGAGEMENT: D. This engagement is specifically designed to
shield assets from frivolous lawsuits or to stop litigation from pursuing the
case, due to the costs, taxes, or time, or the myriad of laws protecting the
grantor or beneficiary from frivolous lawsuits. All legal issues will be handled
by attorneys. A very important issue concerning over-all asset protection, is
investment diversification (both domestic and international). Tax deferment will
be a key issue concerning the use of fixed accounts and securities structured
within an asset protection trust. Because making money, is just as important as
protecting it. The Advisor will advise the client on the proper investments for
the trust, based on the objectives, needs, and risk tolerances of the Client.

There are several ways in which you can protect assets from frivolous lawsuits.
These are a few of the better known asset protection tools available; Domestic
Contract Trusts, Domestic Family Limited Partnerships, International Grantor's
Trusts, Dynasty Trusts, Charitable Remainder Uni-Trusts (CRUTS), etc. The
Advisors team of lawyers will choose the best asset protection device for your
situation. Often a combination of asset protection devices will suit the Clients
needs more thoroughly, than the use of a stand alone asset protection device.

In addition, the Advisor will perform the due diligence on all banks and
insurance companies involved in the asset protection engagement. It will also be
the Advisors job to make sure that all reporting requirements are met, so the
Client does not fall out of grace with the IRS and Treasury Department. The
Advisor will not be responsible in doing the Clients Taxes. It is recommended
that a qualified CPA familiar with advanced domestic and international trust
taxation be used. The Advisor will introduce a qualified CPA, who is familiar
with domestic and international trust taxation to the Client (upon request). If
you have a CPA, we'll be happy to explain this complex planning to him. Tax
reduction will be one of the main focal points concerning asset protection,
since taxes are also a viable threat to your wealth. Asset protection is NOT a
device in which to hide money to evade taxation! You are taxed on a world wide
income, and all of the required reporting documents must be sent to the IRS,
Treasury Department, and Customs. This type of planning will also incorporate
long range divorce planning, Medicaid planning, immigration planning, NAFTA &
GATT planning, pension planning, and international business planning. The
Advisor will introduce you to your banker and trustee (if you're an
international grantor's trust). All Clients will pay for their trip to the
offshore location, unless otherwise noted in writing. Since knowing who to
contact is just as important as having the money to do this type of planning, it
will be the Advisors job to introduce you to these contacts.

This is a team approach, who's sole job is to protect your assets from frivolous
lawsuits, reduce your taxes, manage your money more effectively, and make sure
those assets are distributed accordingly. The advisor and other team members
associated with this engagement, will not let any Client transfer assets while
the Client is being sued or has knowledge that he or she is to be sued shortly.
The transfer of assets must be done in advance of any lawsuits! But in some
circumstances, you can engage the Advisor to the extent of setting up the trust
and transferring assets "over and above" the assets necessary to pay off your
litigation. To the best of my knowledge, no pending litigation exists against
me, my spouse, or any other person, natural or artificial, to whom title of
assets, intended for exchange into any type of assets protection trust or
partnership are assigned. I/we so state that intended grantor, trustees, general
or limited partners are not under audit by the IRS or any other state or federal
taxing or government agency. (By signing below you attest to this paragraph to
be true and correct.) Please mark this box [] Yes, if your being sued or under
audit, and sign your initials in this box [ ] If you answered Yes to the
preceding paragraph due to a current suit against you, or you are under audit by
Federal or state government agencies, please briefly explain your circumstances.
(Please skip this paragraph if this does not apply to you). ___________________.

I hereby give my oath not use this service to intentionally transfer assets to
become legally insolvent to avoid debt repayment. _________________ Clients
Initials _______________Spouses Initials (if applicable). The Advisor's fee
schedule for this type of engagement is as follows: A. For Clients who's net
worth is below $1.2 million, the cost will be ... $3,000 B. For Clients who's
net worth is between $1.2 million to $5 million, the cost will be ... $4,000 C.
For Clients who's net worth is over $5 million, the cost will be $5,000. D.
Option Fee Schedule; which includes the investment advisory fee, the payment to
the attorney, trustee, insurance company, and CPA's fee (if applicable) ...
$___________ Additional items: ________________________. E. Fee Schedule for
Contract Trusts; which includes the investment advisory fee, the payment to the
attorney's, and initial CPA administration work. The cost will be ... $________
Additional items: __________________ Investment advisory service shall include
the following: 1. All domestic and international investment analysis. 2.
Reporting requirements. {CONT. ON NEXT PAGE}

<PAGE>

3. Due diligence on international banks, trust companies. 4. Communication to
trustee, bank and insurance companies. Clients will receive 12 months of free
support advice on any securities or investments that the trusts contains, or
need to be transferred to said trusts. Engagement (_________) include attorney
fees, CPA, or appraiser fees. The attorney's fee is $__________ and the CPA's
fee (_______) is $__________ [All legal work is done by qualified attorneys and
all accounting work is done by certified public accountants.] If the Client
wishes to be flown to meet his banker and trustee at the Advisors expense, an
additional $6,000 shall be charged for all Caribbean & European locations, and
$3,000 for the Cook Islands. (________) The engagement (_____________) include
the initial trustee set up fee of $1,500 and the initial set-up fee for the self
directed annuity, which is $500. [The yearly trustee fee is 1% to 1.5% charge
against principal. In addition, the self directed annuity yearly fee is .005
charge against principal. These two yearly fees are not included in the
engagement fee structure.]

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COMPENSATION: The Client will compensate Advisor for engagement by
___________________, pursuant to this agreement in the manner below: The Client
will pay a total fee to the Advisor, in the Amount of $__________________. For
[] Initial engagement or [] Subsequent engagement. A Retainer of $____________
is due and payable, when contract is entered and agreed to. Client wishes to
engage Advisor in the following areas of concern:___________________________.

- --------------------------------------------------------------------------------

FREE SUBSEQUENT ADVICE FOR 12 MONTHS UPON ENGAGEMENT (FOR PLANS B THROUGH E):
Advisor agrees to provide investment advice during the next (12) months at NO
ADDITIONAL COST for Clients, who purchase the Comprehensive Engagement,
Engagement by the Hour which the hourly fee totals $400 or more, or the Asset
Protection Engagement. In addition, This clause includes limited Advice for
Miscellaneous Asset Allocation Engagement.

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SUBSEQUENT YEARS: Subsequent to the completion of the first (12) month period,
the Client may choose to engage Advisor for an additional (12) month period. If
the Client chooses to engage the Advisor at that time, the fee shall be
NEGOTIABLE, based upon the amount of analysis or work the Client has "in store"
for the Advisor. The Client is NOT OBLIGATED to pay these succeeding years of
fees, by signing the original engagement agreement. Each year a new engagement
agreement will be signed and agreed to, by both Advisor and Client.

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SOLICITORS DISCLOSURE STATEMENT: Pursuant to the requirement (SEC rule
206(4)-3), which requires that any person who solicits Clients for the
Investment Advisor, Must provide those Clients with a written statement
disclosing the relationship between the solicitor (the Agent) and the Investment
Advisor. Nature of Relationship: The Agent is a Registered Investment Advisor
Representative, registered as such, for JWB, Investment Advisory & Research. In
accordance of said rules and regulations, by the state of Hawaii Commissioner of
Securities and the S.E.C. Compensation: The Advisor has agreed to pay the Agent
70% of the fee, which relates to Miscellaneous Asset Allocation Engagement
(Model A), and 65% for (Model B). The Agent shall receive 65% of the fee, for
Engagement By the Hour and for all Comprehensive Financial Plan Engagements. The
Advisor has agreed to pay the Agent 89.89% for all Asset Protection Engagements.
These fee's are given as a result of providing specific and limited advice to
Clients, on the Advisors behalf.

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SATISFACTION CLAUSE: If the Client is unhappy with any engagement within this
Investment Advisory Agreement within a (5) day time frame after signing this
engagement brochure, and wishes to terminate such engagement, the Client will
receive 100% of their money back, guaranteed. In addition, for Comprehensive and
Hourly Engagements $400 or greater, thee Advisor Guarantees the Clients
satisfaction with all written plans (if applicable) upon the initial
presentation. If the Client is unhappy with the plan, and the Advisor is not
able to rewrite the plan to the Clients satisfaction (in a 10 day time frame
after the plan is presented), thee Advisor will return 1/2 of the total cost of
the plan, but the Client agrees to return any written plans to the Advisor upon
obtaining a refund. For Asset Protection Engagements there shall be no
additional guarantees (beyond the 5 day 100% money back guarantee, after signing
engagement), do to the high costs associated in putting this type of plan
together.

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<PAGE>

RELEVANT DATA REQUIRED: The Client will provide all relevant data required
necessary in the initial data session, and furnish other data required
(including support data and source documents) needed to properly analyze the
Clients situation. In addition, the Client shall inform the Advisor of any
material changes to the Clients situation, immediately. The Advisor strongly
recommends annual reviews, to assure the planning process is kept up-to-date.

The Client agrees to indemnify and hold the Advisor harmless from any liability,
which may arise in any matter or form, on account of inaccurate or incomplete
information, which the Client furnished or didn't furnish the Advisor. By
initialing, you agree to this paragraph.__________________(Client Initials)
_________________ (Spouses Initials)

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LAW AND ACCOUNTING: The Client understands and acknowledges that the Advisor
does not practice law or accounting, and none of the fees taken for any type of
engagement relate to accounting or legal services. The Client understands, that
if such services are necessary, it shall be the responsibility of the Client to
obtain such services. The Advisor agrees to assist the Client, if requested in
the selection of attorneys and accountants (except in the case of asset
protection, since very few attorneys and CPAs are qualified in this field). Do
you understand? ____(Clients Initials) ____ (Spouses Initials)

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POSSIBLE CONFLICT OF INTEREST: The Advisor is a trustee and portfolio manager
for the JWB Aggressive Growth Fund, and any advice to purchase this fund may
constitute a possible conflict of interest between the Advisor and the Client.
In addition, the Advisor is a licensed general agent with several major life
insurer's and any advice to purchase such investments may constitute a possible
conflict of interest, upon sale of such investments to the Client. The Client
acknowledges that commission payable to Mr. Bagwell, in his role as a general
agent is similar to commissions paid to other general agents, and the Client may
choose another general agent other than Mr. Bagwell with similar products. The
Client understands and acknowledges, that any commission payable to Mr. Bagwell
in his role as a general agent is entirely separate from the fee structure
outlined in this investment advisory brochure.

Also, the Investment Advisor Representative is a general agent with several life
insurer's and is a principal with Polaris Financial Services, Inc. and any
advice to purchase investments through the Investment Advisor Representative may
constitute a possible conflict of interest between the representative and the
Client. The Client acknowledges that commissions payable to Mr. Lussier in his
role as a general agent or as a principal is similar to commissions paid to
other agents and principals, and the Client may choose another general agent or
principal other than Mr. Lussier with similar products. The Client understands
and acknowledges, that any commission payable to Mr. Lussier in his role as an
agent or principal is entirely separate from the fee structure outlined in this
investment advisory brochure.

The Client understands this possible conflict of interest, should he or she
decide to consummate any investment transactions. Please initial that you
understand the above paragraphs. _____(Clients initials) _____ (Spouses
Initials)

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CONFIDENTIALITY: All information given to the Advisor or the Agent, and all
recommendations furnished to the Client, shall be kept confidential. The Advisor
or the Agent is hereby granted authority to discuss impart, any or all
information received by the Client, or developed by the Advisor or the Agent,
under terms of this agreement, with the following individuals designated by the
Client:

1. __ (Attorney) 2. __ (CPA) 3. __ (Power of Attorney)
4. __ (Other) 5. __ (Other)

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<PAGE>

MISCELLANEOUS PROVISIONS: 1. This agreement shall be governed according to the
laws of the state of Hawaii, and all legal issues must be resolved in the state
of Hawaii. It is mutually agreed that any controversy or claim relating to this
agreement, or breach thereof, shall be settled by arbitration, in accordance
with the Securities Arbitration rules, of the American Arbitration Association.
2. This agreement contains the entire agreement of parties with respect to the
subject matter hereto. There are no prior or contemporaneous written or oral
agreements. this agreement may not be modified, unless in writing, and signed by
both or the parties hereto. 3. Liability: The Advisor and or the Agent shall not
be liable to the Client for anything done or omitted by the Advisor and or the
Agent under this Agreement, provided it shall have acted in good faith and
provided that negligence, willful or reckless misconduct, or a violation of the
applicable law (on it's part is not involved). 4. Binding agreement: This
agreement shall bind and insure to the benefit of the parties and their
respective successors, permitted assigns, heirs, and legal representatives. 5.
This agreement sets forth all promises; agreements, conditions and
understandings between the parties respecting the subject matter hereof, and
supersedes all negotiations, conversations, discussions, correspondence,
memoranda and agreements between the parties concerning such matters. 6. The
Advisor and or the Agent reserve the right to determine the appropriateness of
the particular plan and or fee structure to the Client. The Client or the
Advisor has the right to waive delivery of a written plan for any engagement,
due to the Client wishing to receive just oral investment advice. 7. For Clients
who have engaged the Advisor under the Asset Protection Engagement who did not
disclose fully their current circumstances, either involving litigation against
the Client which was not previously disclosed to the Advisor, or any undisclosed
audits, the Client will be charged $200 an hour for work performed by the
Advisor, and all remaining money paid to the Advisor shall be returned to the
Client. From that point, the engagement shall be null and void, terminating the
contractual agreement between the Advisor and the Client.

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SUMMARY OF UNDERSTANDING: We the undersigned acknowledged and read this
agreement at _______, _______. On ___________ day of __________ 199___. The
Client agrees to engage the Advisor and or the Agent for the agreed upon fee,
under terms and conditions set forth within this engagement agreement.
_______________ (Clients Signature) ________________ (Spouses Signature)
__________________ (Registered Investment Advisor Signature) __________________
(Registered Invest. Advisor Rep. Signature)

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INVESTMENT ADVISORY BROCHURE RECEIPT: I ___________________ ___________________
[name of Client(s)], has received the Investment advisory Brochure in advance of
signing up to receive services, congruent to the Securities and Exchange
Commission rules, from JWB Investment Advisory & Research, on this day of
__/__/__. _______________ (Clients Signature) ________________ (Spouses
Signature if applicable)

- --------------------------------------------------------------------------------

AMENDMENT TO BROCHURE: (__________) This engagement shall be amended to include
the following areas of concern:________________________________________________.
Client agrees to amendment: [] Yes [] No ______________(Clients Signature)
_____________(Spouses Signature) _______________(Registered Investment Advisor
Signature) __________(Registered Invest. Advisor Rep. Signature)

- --------------------------------------------------------------------------------

WAIVER OF DELIVERY OF WRITTEN PLAN: I _____________________ (the Client) waive
my right to the delivery of a written plan, for my ____________________ fee
engagement. I only wish oral investment advice for my particular engagement.
Client agrees to the above waiver: [] Yes [] No ______________ (Clients
Signature) _________(Spouses Signature)

- --------------------------------------------------------------------------------

PART 2, PG 2, 1B: Does the applicant (the Advisor) call any of the services it
checked above, financial planning or some similar term?... Yes.

PART 2, PG 2, 1C: Applicant (the Advisor) offers investment advisory services
for: (1) A percentage of assets under management. (2) Hourly charges. (3) Fixed
fees {not including subscription fees}. (6) Other {See Investment Advisory
Engagement for a Mutual Fund and Misc. Asset Allocation Engagement in the above
paragraphs.

<PAGE>

PART 2, PG 2, 1D: The services provided, including the name of any publication
or report issued by the Advisor on a subscription basis or a fee. The Advisors
basic fee schedule, how fees are charged and whether it's fees are negotiable.
And when compensation is payable, and if compensation is payable before service
is provided, how a Client may get a refund or may terminate an investment
advisory contract before expiration date. (see schedule F)

SCHEDULE F: There is no current publication issued by Advisor on a subscription
fee basis. The Advisors fee schedule is mentioned in schedule F above for (Part
2, pg 2, 1a1, 1a2, and 1a7), and the only fee negotiable is secondary fee
engagements. Brochure must first be delivered, then and only then, after
entering in the contractual engagement, is compensation payable. After entering
into the engagement brochure, the Client has a right to terminate the contract
without penalty, within 5 business days after entering into the contract. In
addition, the Advisor shall notify the Client of any material changes affecting
the disclosure statement or investment advisory contract within 30 days after
the change has occurred.

PART 2, PG 2, 2 TYPES OF CLIENTS: The Advisor generally provides investment
advice to: (A) Individuals, (B) Banks and thrift Institutions, (C) Investment
Companies, (D) Pension and Profit Sharing Plans, (E) Trusts, Estates or
Charitable Organizations, (F) Corporations, (G) Other (see schedule F).

SCHEDULE F: The Advisor often works on financial plans for closely held
businesses and their owners (to coordinate their business and personal
finances).

PART 2, PG 3, TYPES OF INVESTMENTS: Applicant (the advisor) offers advice on the
following:

A. Equity Securities B. Warrants C. Corporate debt securities
1. Exchange listed
securities
2. Securities traded
over-the-counter
3. Foreign issuers.
D. Corporate Paper E. Certificates of deposits F. Municipal
G. Investment Company H. United states government I. Options contracts
Securities securities
1. Variable life insurance 1. Securities
2. Variable annuities 2. Commodities
3. Mutual fund shares
J. Futures contracts on: K. Interests in partnerships in: L.Other
1. Tangibles 1. Real Estate (see schedule F)
2. Intangibles 2. Oil and gas interests
3. Other (explain on schedule F)

SCHEDULE F: The Advisor may offer advice on public and private partnerships,
investing in leasing mortgages, low-income housing tax credits, agriculture, and
other various types of limited partnerships.

PART 2, PG 3, 4A5 METHODS OF ANALYSIS, SOURCES OF INFORMATION, AND STRATEGIES:
The Advisors security analysis methods include: 1. Charting 2. Fundamental 3.
Technical 4. Cyclical 5. Other (explain on schedule F)

SCHEDULE F: This relates to the Advisor providing financial planning services
(without the use of formal securities analysis, such as fundamental, technical,
and cyclical analysis), but rather, the Advisor provides a written financial
plan to the Client (unless the Client specifically asks for oral advice only),
based on information provided by the Client. Which only generic recommendations,
regarding various securities are given to the Client.

PART 2, PG 3, 4B: The main sources of information the Advsior uses: (1)
Financial newspapers and magazines; (2) Inspections of corporate activities, (3)
Research materials prepared by others, (4) Corporate rating services, (5) Timing
services, (6) Annual reports, prospectuses, filings with the Securites and
Exchange Commission , (7) Company press releases, and (8) other: N/A

PART 2, PG 3, 4C7: The investment strategies used to implement any investment
advice given to the Clients include: 1. Long term purchases (securities held at
least a year) 2. Short term purchases (securities sold within a year) 3. Trading
(securities sold within 30 days) 4. Short sales 5. Margin transactions 6. Option
writing, including covered options, uncovered options or spreading strategies 7.
Other (see schedule F)

SCHEDULE F: The Advisor, through it's provision of use of financial plans for
clients, may make generic recommendations relating to investment asset types.
Investment strategies which the Client chooses to utilize in the implementation
of such plans, could take virtually any form, depending upon the Clients
particular circumstances and asset type involved. In addition, with regard to
the Advisors asset allocation advice, recommendations are almost exclusively
related to long and or short term purchases.

<PAGE>

PART 2, PG 4, 5 EDUCATION AND BUSINESS STANDARDS: Are there any general
standards of education or business experience that the Advisor requires of those
involved in determining or giving investment advice to Clients?... Yes. (see
schedule F)

SCHEDULE F: The Advisor prefers required persons associated with JWB, Investment
Advisory & Research to have a long experience and association in the financial
industry.

PART 2, PG 4, 6 EDUCATION AND BUSINESS BACKGROUND: (See schedule F.) The Advisor
has no investment committee or group, each individual who determines general
investment advice given to Clients, respond only for their supervisors. (see
schedule F)

SCHEDULE F: Name & Title: John Wellington Bagwell, President of JWB, Investment
Advisory & Research. Birth Place & Date: San Luis Obisbo, California, March 18,
1961. Education: Seattle Central College (1980-82), Seattle South Community
College (1981), Allan Hancock College (1982-83).

SPECIALITY SCHOOLS: University of Hawaii (1983-3months, studied Real Estate
Regulation & Law). William Yee & Assoc. School for Mortgage Brokers (1983- 3
wks). Pass Hi Securities, school for general study of securities and securities
analysis (1990-6 wks).

LICENSES AND PROFESSIONAL DESIGNATIONS: Registered Investment Advisors License,
Series #24 General Securities Principal License, Series #7 Stock Brokers
License, Series #6 Limited Representative License, Series #63 Blue-sky
securities license, General Agent license (for insurance).

INFORMAL EDUCATION: Studied technical, fundamental, and quantitative analysis
from various sources, studying specifically the top 50 portfolio managers in the
last 40 years.

BUSINESS HISTORY: (A) Trustee and fund portfolio manager (Advisor) for JWB
Aggressive Growth Fund, and Director and CEO for JWB Management Corp. (From
10/95 to present). (B) President of JWB, Investment Advisory & Research (from
4/93 to present). (C) General Securities Principal & Office of Supervisory
Jurisdiction For: Polaris Financial Services, Inc., a Broker/Dealer (from 6/93
to 10/95). (D) General Securities Principal, Office of Supervisory Jurisdiction,
and Registered Representative for: Mariner Financial Services, Inc., a
Broker/Dealer (from 11/91 to 6/23/93). (E) Registered Representative for:
Gaidos/Tani & Associates, Inc., a Financial Planning Corporation (from 11/91 to
12/92). (F) Registered Representative for: Money Concepts International, Corp.,
a Financial Planning Corporation (from 1990 to 1991). (G) Registered
Representative and Life Insurance Agent for: Mass. Mutual Life Insurance Company
(from 1989 to 1990). (H) Registered Representative for: MML Investors Service,
Inc., a Broker/Dealer (from 1989 to 1990). (I) Registered Representative and
Life Insurance Agent for: Mutual of New York/Mony (from 4/89 to 7/89).

PART 2, PG 4, 7A AND 7B OTHER BUSINESS ACTIVITIES: (A) The Advisor is actively
engaged in a business other than giving investment advice. (B) The Advisor sells
products or other services other than investment advice. (see schedule F)

SCHEDULE F: (A)The Advisor is a mutual fund portfolio manager (known as the
Advisor) and trustee for JWB Aggressive Growth Fund. In addition, the Advisor is
the director and CEO for JWB Management Corp. which runs the day-to-day
operations for the fund. (B) Also, the Advisor is also a licensed insurance
agent with various insurance companies. The amount of time spent in such
activities vary according to the business demand. Clients may choose to
implement investments through the Adviser, or may choose an agent other than the
Advisor.

PART 2, PG 4, 8C2 AND 8C 9 OTHER FINANCIAL INDUSTRY ACTIVITIES OR AFFILIATIONS:
(C)Advisor has arrangements that are material to its advisory business or it's
Clients with a related person who is a: (C2) Investment Company (C9) Insurance
company or agency. (see schedule F)

SCHEDULE F: (C2)The Advisor is a trustee and portfolio manager for JWB
Aggressive Growth Fund. (C9) In addition, the Advisor is a General Agent for
United Investors Life, and other miscellaneous life, disability and long term
care insurance companies. Also, the Advisor has a investment advisory
relationship with Ameritas Life.

PART 2, PG 4, 8D: Is the Advisor or a related person a general partner in any
partnership in which Clients are solicited to invest? ... No.

PART 2, PG 5, 9D AND 9E PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS: (D)
Recommends to clients that they buy or sell securities or investment products in
which the Advisor or a related person has some financial interest. (E) The
Advisor buys and sells for itself securities that it also recommends to Clients.
(see schedule F)

SCHEDULE F: The Advisor fully discloses it's investment company and agency
affiliations in Part 2, pg 4, 8c2 and 8c9, and Schedule F with all Clients. In
addition, the Advisor discloses the potential conflict of interest, completely
with all Clients, prior to consummating and signing the engagement agreement.

<PAGE>

PART 2, PG 5, 10 CONDITIONS FOR MANAGING ACCOUNTS: Does the Advisor provide
investment supervisory services, manage investment advisory accounts or hold
itself out as providing financial planning or some similarly termed service and
impose a minimum dollar value of assets or other conditions for starting or
maintaining an account?...Yes

SCHEDULE F: The Advisor runs a JWB Aggressive Growth mutual fund, which has
minimum conditions for starting an account.

PART 2, PG 5, 11A REVIEW OF ACCOUNTS: Describe below the reviews and reviewers
of the accounts. For reviews, include their frequency, different levels, and
triggering factors. For reviewers, include the number of reviewers, their titles
and functions, instructions they receive from Advisor on performing reviews, and
number of accounts assigned each.

REVIEWS: The Advisor and or the Registered Investment Advisor Representative
reviews accounts at least annually, with updates done as often as Clients
situation requires. Changes in Clients situation, tax laws, changes in technical
or fundamental components of his or her portfolio, or changes in the Feds stance
towards interest rates (including both macro or microeconomic) in the U.S. or
changes in the world economy can trigger an update.

REVIEWERS: The Advisor, John Wellington Bagwell, President of JWB, Investment
Advisory & Research, and or the Registered Investment Advisor Representative,
Gregory P. Lussier, who is in charge of producing and supervising accounts
(including updating accounts). Number of accounts assigned to each vary from day
to day.

PART 2, PG 5, 11B: Describe below the nature and frequency of regular reports to
Clients on their accounts. NATURE: Depending on the case, investment information
provided to Clients can be updated accordingly, based on several factors, such
as technical and fundamental changes in the portfolio, tax bracket changes, etc.
FREQUENCY: Can vary from once a year, to once a month.

PART 2, PG 6, 12A INVESTMENT OR BROKERAGE DISCRETION: Does the Advisor or any
related person have authority to determine, without obtaining specific Client
consent, the: (1) Securities to be bought or sold?... No (2) Amount of
securities to be bought or sold?... No (3) Broker or dealer to be used?... No
(4) Commission rates paid?... No

PART 2, PG 6, 12B: Does Advisor or related person suggest brokers to clients?...
Yes. (Describe in schedule F the factors considered in selecting brokers and
determining the reasonableness of their commissions. If the value of the
products, research and services given to the Advisor or related person is a
factor, describe: the products, research and services, whether Clients may pay
commissions higher than those obtainable from other brokers in return for those
products and services, whether research is used to service all of Advisors
accounts or just those accounts paying for it, and any procedures the Advisor
used during the last fiscal year to direct client transactions to a particular
broker in return for products and research services received.

SCHEDULE F: The Advisor and or the Registered Investment Advisor Representative
may advise other brokers, when appropriate. In addition, the Registered
Investment Advisor Representative may advise after full disclosure to Clients
(which is required by law), itself as a Broker/Dealer to Clients, and any
possible conflict of interest between the Clkient and the Advisor or the
Investment Advisor Representative. Factors determining in selecting other
brokers included, who offered the cheapest commission and best service
all-around. There is no "soft dollar" relationships between the Advisor and any
particular broker dealers, where Advisor the Clients would pay a higher
commission on trades in return for research or other services to the Advisor.

PART 2, PG 6, 13 ADDITIONAL COMPENSATION: Does the Advisor or the related person
have any arrangements, oral or in writing, where it: (A) Is paid cash by or
receives some economic benefit (including commissions, equipment, or
non-research services) from a non-Client in connection with giving advice to
Clients?... No (B) Directly or indirectly compensates any person for Client
referrals?... Yes. (see schedule F)

SCHEDULE F: The Advisor pays referral fees to the Registered Investment Advisor
Representative (Gregory P. Lussier). This fee is a percentage of the total
investment advisory fee charged. All such solicitations are made in strict
compliance with the disclosure and referral rules of the Investment Advisors Act
of 1940.

PART 2, PG 6, 14 BALANCE SHEET: The Advisor must provide a balance sheet for the
most recent fiscal year on Schedule G, if Advisor: Has custody of Clients funds
or securities, or requires prepayment of more than $500 in fees's per client and
6 or more months in advance. Has the Advisor provided a schedule G balance
sheet?... No (Not applicable.)

CUSTODIAN AGREEMENT

THIS AGREEMENT made as of this Monday day of October 9, 1995, between JWB
Aggressive Growth Fund, a Massachusetts business trust, with its principal place
of business at Honolulu, Hawaii (hereinafter called the "Fund"), and The First
National Bank of Boston, a national banking association with its principal place
of business in Boston, Massachusetts (hereinafter called the "Custodian").

WHEREAS, the Fund desires that its Securities and cash shall be hereafter
held and administered by Custodian as the Fund's agent pursuant to the terms
of this Agreement: and

WHEREAS, the Custodian provides services in the ordinary course of its
business which will meet the Fund's needs as provided for hereinafter;

NOW, THEREFORE, in consideration of the mutual promises herein made, the
Fund and the Custodian agree as follows:

Section 1. Definitions.

"Bank" shall mean a bank as defined in Sec. 2(a)5 of the Investment Company
Act of 1940.

"Securities" shall mean and include stocks, shares, bonds, debentures, notes,
money market instruments or other obligations and any certificates, receipts,
warrants or other instruments representing rights to receive, purchase, or
subscribe for the same, or evidencing or representing any other rights or
interests therein, or in any property or assets. Unless otherwise indicated
herein, "Securities" shall mean both U. S. and "foreign securities", as that
term is defined in Sec. 17(f) of the Investment Company Act of 1940.

"Officers' Certificate" shall mean a request or directions in writing or
confirmation of oral requests or directions in writing signed in the name of
the Fund by any two of the Chairman of the Executive Committee, the President,
a Vice President, the Secretary, the Clerk or the Treasurer of the Corporation
or any other persons duly authorized to sign by the Board of Trustees or the
Executive Committee of the Fund.

Section 2. Custodian as Agent.

The Custodian is authorized to act under the terms of this Agreement as the
Fund's agent and shall be representing the Fund whenever acting within the
scope of the Agreement.

Section 3. Names, Titles and Signature of Fund's Officers.

An Officer of the Fund will certify to the Custodian the names, titles, and
signatures of those persons authorized to sign the Officers' Certificates, as
well as names of the Board of Trustees and the Executive Committee. Said
Officer, or his or her successor, will provide the Custodian with any changes
which may occur from time to time.

The Custodian is authorized to rely and act upon written and manually signed
instructions of any person or persons (if more than one, so indicated) named in
a separate list listing separately those persons who may authorize the
withdrawal of any portion of the cash or Securities which will be furnished
from time to time signed by Officers of Fund and certified by its Secretary or
an Assistant Secretary, ("Authorized Persons"). The Fund will provide the
Custodian with authenticated specimen signatures of Authorized Persons.

40 Act Custody and Fund Accounting
Revised 7/95

<PAGE>

The Custodian is further authorized to rely upon any instructions received by
any other means and identified as having been given or authorized by any
Authorized Person; regardless of whether such instructions shall in fact have
been authorized or given by any such persons; provided, that,

(a) the Custodian and the Fund shall have previously agreed in writing upon
the means of transmission and the method of identification for such
instructions;

(b) the Custodian has not been notified by the Fund to cease to recognize
such means and methods, and

If the Fund should so choose to have dial-up or other means of direct access to
the Custodian's accounting system for Securities in custodial accounts, the
Custodian is also authorized to rely and act upon any instructions received by
the Custodian through the terminal device, regardless of whether such
instructions shall in fact have been given or authorized by the Fund provided
that such instructions are accompanied by passwords which have been mutually
agreed to in writing by the Custodian and the Fund and the Custodian has not
been notified by the Corporation to cease recognizing such passwords.

Where dial-up or other direct means of access to the Custodian's accounting
system for cash or Securities is utilized, the Fund agrees to indemnify the
Custodian and hold it harmless from and against any and all liabilities,
losses, damages, costs, reasonable counsel fees, and other reasonable expenses
of every nature suffered or incurred by the Custodian by reason of or in
connection with the improper use, unauthorized use and misuse by the Fund or
its employees of any terminal device with access to the Custodian's accounting
system for Securities in Custodial Accounts, unless such losses, damages, etc.,
result from grossly negligent or wrongful acts of the Custodian, its employees
or agents.

Section 4. Receipt and Disbursement of Money.

A. The Custodian shall open and maintain the Account, subject to debit only by
a draft or order by the Custodian acting pursuant to the terms of this
Agreement. The Custodian shall hold in the Account, subject to the
provisions hereof, all cash received by it from or for the account of the
Fund.

1. The Custodian shall make payment of cash to the Account or shall debit the
Account only

(a) for the purchase of Securities for the portfolio of the Fund upon the
delivery of such Securities to the Custodian, registered in the name of
the Fund or of the nominee of the Custodian referred to in Section 8
below;

(b) for payments in connection with the conversion, exchange or surrender
of Securities owned or subscribed to by the Fund held by or to be
delivered to the Custodian;

(c) for payments in connection with the return of the cash collateral
received in connection with Securities loaned by the Fund;

(d) for payments in connection with futures contracts positions held by the
Fund;

(e) for payments of interest, dividends, taxes and in connection with
rights offerings; or

(f) for other proper Fund purposes.

All Securities accepted in connection with the purchase of such
Securities, if (a) usual in the course of local market practice or (b)
specifically required in instructions from the Fund, shall be
accompanied by payment of, or a "due bill" for, any dividends, interest
or other distributions of the issue due the purchaser.
<PAGE>

2. Except as hereinafter provided, the Custodian shall make any payment for
which it receives direction from an Authorized Person so long as such
direction (i) is (a) in writing (or is a facsimile transmission of a
written direction), (b) electronically transmitted to the Custodian as
provided in Section 3 or (c) when written or electronic directions cannot
reasonably be given within the relevant time period, orally when the person
giving such direction assures the Custodian that the directions will be
confirmed in writing by an Authorized Persons within twenty-four (24) hours
and (ii) states that such payment is for a purpose permitted under the
terms of this subsection.

3. All funds received by the Custodian in connection with the sale, transfer,
exchange or loan of Securities will be credited to the Account in
immediately available funds as soon as reasonably possible on the date such
received funds are immediately available. Payments for purchase of
Securities for the Account made in immediately available funds will be
charged against the Account on the day of delivery of such Securities and
all other payments will be charged on the business day after the day of
delivery.

A. The Custodian is hereby authorized and required to (a) collect on a timely
basis all income and other payments with respect to Securities held
hereunder to which the Fund shall be entitled either by law or pursuant to
custom in the securities business, and to credit such income to the
Account, (b) detach and present for payment all coupons and other income
items requiring presentation as and when they become due, (c) collect
interest when due on Securities held hereunder, and (d) endorse and collect
all checks, drafts or other orders for the payment of money received by the
Custodian for the account of the Fund.

B. If the Custodian agrees to advance cash or Securities of the Custodian for
delivery on behalf of the Fund to a third party, any property received by
the Custodian on behalf of the Fund in respect of such delivery shall serve
as security for the Fund's obligation to repay such advance until such time
as such advance is repaid, and, in the case where such advance is extended
for the purchase of Securities which constitute "margin stock" under
Regulation U of the Board of Governors of the Federal Reserve System, such
additional Securities of the Fund, as shall be necessary for the Custodian,
in the Custodian's reasonable determination, to be in compliance with such
Regulation U also shall constitute security for the Fund's obligation to
repay such advance. The Fund hereby grants the Custodian a security
interest in such property of the Fund to secure such advance and agrees to
repay such advance promptly without demand from the Custodian (and in any
event, as soon as reasonably practicable following any demand by the
Custodian), unless otherwise agreed by both parties. Should the Fund fail
to repay such advance as required, the Custodian shall be entitled
immediately to apply such security to the extent necessary to obtain
repayment of the advance, subject, in the case of Fund failure to make
prompt repayment without demand, to prior notice to the Fund.

Section 5. Receipt of Securities.

The Custodian shall hold in the Account, segregated at all times from those of
any other persons, firms or corporations, pursuant to the provisions hereof,
all Securities received by it from or for the account of the Fund. All such
Securities are to be held or disposed of by the Custodian for, and subject at
all times to the instructions of, the Fund pursuant to the terms of this
Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any of the Securities and cash,
except pursuant to the directive of the Fund and only for the account of the
Fund as set forth in Section 7 of this Agreement.

The Custodian and its agents (including foreign subcustodians) may make
arrangements with Depository Trust Fund ("DTC") and other foreign or domestic
depositories or clearing agencies, including the Federal Reserve Bank and any
foreign depository or clearing agency, whereby certain Securities may be
deposited for the purpose of allowing transactions to be made by bookkeeping
entry without physical delivery of such Securities, subject to such
restrictions as may be agreed upon by the Custodian and the Fund. The Custodian
shall immediately commence procedures to replace Securities lost due to
robbery, burglary or theft while such Securities are within its control or that
of its agents or employees upon discovery of such loss.

<PAGE>

Section 6. Foreign Subcustodians and Other Agents.

(a) In the event the Custodian places Securities, pursuant to this Agreement,
with any foreign subcustodian, the Custodian agrees that it shall place
such Securities only with those foreign subcustodians which either satisfy
the requirements of "eligible foreign custodian" under Section l7(f) of
the U. S. Investment Company Act of 1940, or with respect to which
exemptive relief has been granted by the U. S. Securities and Exchange
Commission from the requirements of Section l7(f).

The Custodian agrees further that in placing Securities with any such
foreign subcustodian, it will enter into a written subcustodian agreement
which shall provide that: (i) the Custodian will be adequately indemnified
and the Securities so placed adequately insured in the event of loss, as
provided in part (b) of this section; (ii) the Securities will not be
subject to any right, charge, security interest, lien or claim of any kind
in favor of the foreign subcustodian or its creditors (except any claim
for payment for the services provided by such subcustodian and any related
expenses; provided, however that the Custodian shall use its best efforts
promptly to release any such right, charge, security interest, lien or
claim on the assets, except to the extent such right, charge, security
interest, lien or claim arises with respect to a special request or
requirement by the Fund for services the cost of which and the expenses
incurred in connection with which the Fund has not paid or has declined to
pay, it being agreed and understood that, in the ordinary course, all
payments for usual and routine services rendered and expenses incurred by
a subcustodian shall be the obligation of the Custodian); (iii) beneficial
ownership of the Securities will be freely transferable without payment of
money or value other than for safe custody or administration; (iv)
adequate records will be maintained identifying the Securities as
belonging to the Fund; (v) the Custodian's independent public accountants
will be given access to those records or the confirmation of the contents
of those records; and (vi) the Custodian will receive periodic reports
with respect to the safekeeping of the Securities, including, but not
necessarily limited to, notification of any transfer to or from the
Account.

(b) In addition to the indemnities included in Section 13 hereof, the
Custodian agrees to indemnify and hold harmless the Fund from any and all
loss or damage incurred or suffered by the Fund as a result of placement
by the Custodian of Securities with a foreign subcustodian hereunder, to
the extent the Custodian receives indemnification from such foreign
subcustodian pursuant to part (a)(i) of this section.

(c) With respect to any Securities to be placed with foreign subcustodians
pursuant to this section, the Custodian represents and warrants that
during the term of this Agreement it will carry Bankers Blanket Bond or
similar insurance for losses incurred as a result of such sub-custodial
arrangements.

(d) The Fund authorizes the Custodian to release any and all information
regarding Securities placed with foreign subcustodians hereunder as may be
required by court order of a court of competent jurisdiction.

Section 7. Transfer, Exchange and Redelivery of Securities.

The Custodian (or a subcustodian or any other agent of the Custodian) shall
have sole power to release or deliver any Securities of the Fund held by the
Custodian (or such subcustodian or agent) pursuant to this Agreement. The
Custodian agrees (and will obtain an undertaking from each subcustodian or
other agent) that Securities held by the Custodian (or by a subcustodian or
other agent of the Custodian) will be transferred, exchanged or delivered only

(a) for sales of Securities for the account of the Fund in accordance with
(i) "New York Street Practice", (ii) predominant established practice in
the relevant local market, or (iii) specific instructions from the Fund;
or

<PAGE>

(b) when Securities are called, redeemed or retired or otherwise become
payable;

(c) for examination by any broker selling any such Securities in accordance
with "street delivery" custom or other relevant local market practice;

(d) in exchange for or upon conversion into other Securities whether pursuant
to any plan of merger, consolidation, reorganization, recapitalization or
readjustment, or otherwise;

(e) upon conversion of such Securities pursuant to their terms into other
Securities;

(f) upon exercise of subscription, purchase or other similar rights
represented by such Securities pursuant to their terms;

(g) for the purpose of exchanging interim receipts or temporary Securities
for definitive Securities;

(h) for the purpose of tendering Securities;

(i) for the purpose of delivering Securities lent by the Fund;

(j) for the purpose of delivering collateral upon redelivery of Securities
lent or for purposes of delivering excess collateral; or

(k) for other proper Fund purposes.

As to any deliveries made by Custodian pursuant to items (b), (d), (e), (f),
(g), (i), (j) and (k), Securities in exchange therefor shall be deliverable to
the Custodian (or a subcustodian or other agent of the Custodian). The
Custodian may rely upon any written, electronic or oral instructions or an
Officers' Certificate relating thereto as provided for in Sections 3 and 4
above.

Section 8. The Custodian's Acts Without Instructions.

Unless and until the Custodian receives instructions to the contrary, the
Custodian (or a subcustodian or other agent of the Custodian) shall:

(a) present for payment all coupons and other income items held by it for the
account of the Fund which call for payment upon presentation and hold the
cash received by it upon such payment in the Account;

(b) collect interest and cash dividends and other distributions, provide
notice to the Fund of receipts, and deposit to the Account;

(c) hold for the account of the Fund all stock dividends, rights and similar
Securities issued with respect to any Securities held by the Custodian
under the terms of this Agreement;

(d) execute as agent on behalf of the Fund all necessary ownership
certificates required by the Internal Revenue Code or the Income Tax
Regulations of the United States Treasury Department, the laws of any
State or territory of the United States, or, in the case of Securities
held through foreign subcustodians, the laws of the jurisdiction in which
such Securities are held, now or hereafter in effect, inserting the Fund's
name on such certificates as the owner of the Securities covered thereby,
to the extent it may lawfully do so;

(e) use its best efforts, in cooperation with the Fund, to file such forms,
certificates and other documents as may be required to comply with all
applicable laws and regulations relating to withholding taxation
applicable to the Securities; and

<PAGE>

(f) use its best efforts to assist the Fund in obtaining any refund of local
taxes to which the Fund may have a reasonable claim.

The Fund agrees to furnish to the Custodian such information and to execute
such forms and other documents as the Custodian may reasonably request or as
otherwise may be reasonably necessary in connection with the Custodian's
performance of its obligations under clauses (e) and (f).

Section 9. Registration of Securities.

Except as otherwise directed by an Officers' Certificate, the Custodian shall
register all Securities, except such as are in bearer form, in the name of the
Fund ora registered nominee of the Fund or a registered nominee of the
Custodian or a subcustodian. Securities deposited with DTC or a foreign
securities depository permitted under Section 5 may be registered in the
nominee name of DTC or such foreign securities depository. The Custodian shall
execute and deliver all such certificates in connection therewith as may be
required by the applicable provisions of the Internal Revenue Code, the laws of
any State or territory of the United States, or, in the case of Securities
placed with foreign subcustodians, the laws of the jurisdiction in which such
Securities are held. The Custodian shall maintain such books and records as may
be necessary to identify the specific Securities held by it hereunder at all
times.

The Fund shall from time to time furnish the Custodian appropriate instruments
to enable the Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee, any Securities which it may
hold for the account of the Fund and which may from time to time be registered
in the name of the Fund.

Section 10. Voting and Other Action.

Neither the Custodian nor any nominee of the Custodian or of DTC shall vote any
of the Securities held hereunder by or for the account of the Fund except in
accordance with the instructions contained in an Officers' Certificate.

The Custodian shall deliver or have delivered to the Fund all notices, proxies
and proxy soliciting materials with relation to such Securities, such proxies
to be executed by the registered holder of such Securities (if registered
otherwise than in the name of the Fund), but without indicating the manner in
which such proxies are to be voted.

With respect to Securities deposited with DTC or any other depository,
including a foreign subcustodian, as provided for in Section 6 hereof, where
such Securities may be registered in the nominee name of DTC, or other such
depository the Custodian shall request that the nominee shall not vote any of
such deposited Securities or execute any proxy to vote thereon or give any
consent or take any other action with respect thereto unless instructed to do
so by the Custodian following receipt by the Custodian of an Officers'
Certificate.

Section 11. Transfer Tax and Other Disbursements.

The Fund shall pay or reimburse the Custodian from time to time for any
transfer taxes payable upon transfers of Securities made hereunder and for all
other necessary and proper disbursements and expenses made or incurred by the
Custodian in the performance of this Agreement, as required by U.S. law or the
laws of the jurisdiction in which the Securities are held, as the case may be.

The Custodian shall execute and deliver such certificates in connection with
Securities delivered to it or by it under this Agreement as may be required
under the laws of any jurisdiction to exempt from taxation any exemptible
transfers and/or deliveries of any such Securities.

Section 12. Compensation and the Custodian's Expenses.

The Custodian shall be paid as compensation for its services pursuant to this
Agreement such compensation as may from time to time be agreed upon in writing
between the two parties.

<PAGE>

Section 13. Indemnification.

The Fund agrees to indemnify and hold harmless the Custodian and its employees,
agents and nominee from all taxes, charges, expenses, assessments, claims and
liabilities (including attorneys' fees) incurred or assessed against them in
connection with the performance of the Agreement, except such as may arise from
their own grossly negligent action, negligent failure to act or willful
misconduct. The Custodian agrees to indemnify and hold harmless the Fund and
its trustees, officers, employees, and agents from all taxes, charges,
expenses, assessments, claims and liabilities (including attorneys fees)
incurred or assessed against the Fund in connection with the performance of the
Agreement, which may arise from grossly negligent action, grossly negligent
failure to act or willful misconduct on the part of the Custodian. In the event
of any advance of cash for any purpose made by the Custodian resulting from
orders or instructions of the Fund, or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own grossly negligent
action, grossly negligent failure to act or willful misconduct, any property at
any time held for the account of the Fund shall be security therefor.

Within a reasonable time after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party, notify in writing the
indemnifying party of the commencement thereof; and the omission so to notify
the indemnifying party will not relieve it from any liability hereunder as to
the particular item for which indemnification is then being sought, unless such
omission is a result of the failure to exercise reasonable care on the part of
the indemnified party, in case any such action is brought against an
indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and to
assume the defense thereof, with counsel who shall be to the reasonable
satisfaction of such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party
for any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable costs of
investigation. Any such indemnifying party shall not be liable to any such
indemnified party on account of any settlement of any claim or action effected
without the consent of such indemnifying party.

Section 14. Maintenance of Records.

The Custodian will maintain records with respect to the Funds, including
general ledgers, portfolio ledgers, subsidiary ledgers, if any, appropriate
journals or other records reflecting (i) Securities maintained in the portfolio
of a Fund, (ii) Securities borrowed, loaned or collateralizing obligations of a
Fund, (iii) monies borrowed and monies loaned (together with a record of the
collateral thereto and substitutions of such collateral), (iv) dividends and
interest received, and (v) dividends receivable and insert accrued, in
compliance with the rules and regulations of the Investment Company Act of
1940, as amended, where applicable.

Section 15. Reports by the Custodian.

The Custodian will furnish to the Fund at the end of every month, and at the
close of each quarter of a Fund's fiscal year, a list of the portfolio
Securities and the aggregate amount of cash in each Fund and will assist in the
preparation of the financial data for the N-SAR annual report to be filed on
behalf of a Fund.

The Custodian shall furnish the Fund with such other reports concerning
transactions in the Account and/or the Securities as may be agreed upon from
time to time. The books and records of the Custodian pertaining to its actions
under this Agreement shall be kept and preserved by the Custodian in the manner
and, in accordance with applicable rules and regulations under the Investment
Company Act of 1940, and shall be open to inspection and audit at reasonable
times and upon reasonable notice to the Custodian, by officers of an auditors
employed by the Fund (and such other persons as the Fund may designate from
time to time). All such books and records shall be the property of the Fund and
the Custodian shall forthwith upon the Fund's request, turn over to the Fund
and cease to retain in its files, records and documents created and maintained
by the Custodian pursuant to this Agreement, which are no longer needed by the
Custodian in performance of its services or for its protection.

<PAGE>

Section 16. Fund Valuation.

The Custodian shall, for each Fund compute and, unless otherwise directed by
the Fund, determine as of the close of business on the New York Stock Exchange
on each day on which said Exchange is open for unrestricted trading and as of
such other hours, if any, as may be directed by the Fund, the net asset value
and public offering price of a share of capital stock of such Fund, such
determination to be made in accordance with the instructions received by the
Custodian from the Fund, and the Custodian shall promptly notify the Fund of
the results of such computation and determination, and shall report such
results to NASDAQ via the Custodian's NASDAQ Level II Terminal. In computing
the net asset value for a Fund, the Custodian may rely in good faith upon
information furnished to it by any Authorized Person in respect of (i) the
manner of accrual of the liabilities of a Fund and in respect of liabilities of
a Fund not appearing on its books of account kept by the Custodian, (ii)
reserves, if any, authorized by a Fund, or that no reserves have been
authorized, (iii) the source of the quotations to be used in computing the net
asset value of a Fund, (iv) the value to be assigned to any Security for which
no price quotations are available, and (v) the method of computation of the
public offering price on the basis of the net asset value of the shares of a
Fund, and the Custodian shall not be responsible for any loss occasioned by
such reliance.

Section 17. Termination and Assignment.

This agreement may be terminated by the Fund or the Custodian, immediately upon
written notice from the Fund or the Custodian, as applicable, to the other
party, if the other party fails materially to perform its obligations
hereunder, and may otherwise be terminated by the Fund or by the Custodian on
ninety (90) days' notice, given in writing and sent by registered mail to the
Custodian or the Fund as the case may be. Upon termination of this Agreement,
the Custodian shall deliver the Securities and cash in the account of the Fund
to such entity as is designated in writing by the Fund and in the absence of
such a designation may, but shall not be obligated to, deliver them to a bank
or trust company of the Custodian's own selection having an aggregate capital,
surplus and undivided profits as shown by its last published report of not less
than 50 million dollars ($50,000,000), the Securities and cash to be held by
such bank or trust company for the benefit of the Fund under terms similar to
those of this Agreement and the Fund to be obligated to pay to such transferee
the then current rates of such transferee for services rendered by it;
provided, however, that the Custodian may decline to transfer such amount of
such Securities equivalent to all fees and other sums owing by the Fund to the
Custodian, and the Custodian shall have a charge against and security interest
in such amount until all monies owing to it have been paid, or escrowed to its
satisfaction.

This Agreement may not be assigned by the Custodian without the consent of the
Fund, authorized or approved by a resolution of the Fund's Board of Trustees.

Section 18. Force Majeure.

The Custodian shall not be liable or accountable for any loss or damage
resulting from any condition or event beyond its reasonable control; provided,
however, that the Custodian shall promptly use its best efforts to mitigate any
such loss or damage to the Fund as a result of any such condition or event. For
the purposes of the foregoing, the actions or inactions of the Custodian's
subcustodians and other agents shall not be deemed to be beyond the reasonable
control of the Custodian. In connection with the foregoing, the Custodian
agrees (and agrees that it will use its best efforts to obtain the undertaking
of its subcustodians and other agents to the effect) that the Custodian (and/or
such subcustodian or agent) shall maintain such alternate power sources for
computer and related systems and alternate channels for electronic
communication with such computers and related systems that the failure of the
primary power source and/or communications channel of the Custodian (and/or its
subcustodians or other agents) will not foreseeabley result in any loss or
damage to the Fund.

Section 19. Third Parties.

This Agreement shall be binding upon and the benefits hereof shall inure to the
parties hereto and their respective successors and assigns. However, nothing in
this Agreement shall give or be construed to give or confer upon any third
party any rights hereunder.

<PAGE>

Section 20. Amendments.

The terms of this Agreement shall not be waived, altered, modified, amended,
supplemented or terminated in any manner whatsoever, except by written
instrument signed by both of the parties hereto.

Section 21. Governing Law.

This Agreement shall be governed and construed in accordance with the laws of
The Commonwealth of Massachusetts.

Section 22. Counterparts.

This agreement may be executed in several counterparts, each of which is an
original.

Section 23. Notices.

All notices provided for herein shall be in writing and shall become effective
when deposited in the United States mail, postage prepaid and certified,
addressed

(a) if to the Custodian, at l50 Royall Street
Canton, MA 02021
Attention: Worldwide Custody--MS: 45-02-16

(b) if to the Fund, at Century Square Building, 1188 Bishop St., Suite
1712 Honolulu, Hi. 96813
Attention: John W. Bagwell, CEO & Trustee

or to such other address as either party may notify the other in writing.

A copy of the Declaration of Trust of the Fund is on file with the Secretary of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Fund as Trustees, and the obligations of this
instrument are not binding upon any of the Trustees, officers, or shareholders
of the Fund individually but binding only upon assets and property of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the date first
written above.

JWB AGGRESSIVE GROWTH FUND

By: /s/ John W. Bagwell
-------------------
Name: John W. Bagwell
Title: Trustee & CEO

THE FIRST NATIONAL BANK OF BOSTON

By: /s/ Janice M. Charbonnier
-------------------------
Name: Janice M. Charbonnier
Title: Senior Manager

ROGER YOSHITO DEWA
ATTORNEY AT LAW
September 27, 1995

WAHIAWA OFFICE HONOLULU OFFICE
531 AVOCADO STREET 480 PAUAHI TOWER
WAHIAWA, HAWAII 96786 1001 BISHOP STREET
TEL. (808) 621-0751 HONOLULU, HAWAII 96813
TEL. (808) 521-3665
FAX (808) 523-0797

John W. Bagwell, Trustee
JWB Aggressive Growth Fund
Century Square Building
1188 Bishop St., Suite 1712
Honolulu, Hawaii 96813

Dear Mr. Bagwell:

I, Roger Y. Dewa, Attorney at Law and General Counsel for JWB Aggressive
Growth Fund, hereby have passed on the legality of the securities being
registered, which when sold pursuant to the prospectus, will be legally issued,
fully paid and nonassessable.

I hereby consent to an inclusion of my opinion dated September 27, 1995,
in the funds registration statement and prospectus.

/s/ Roger Y. Dewa

ROGER Y. DEWA

RYD: mg

#11 Exhibit: As soon as I get a balance sheet back from The First National Bank
of Boston, I will send it to my Auditor and get an opinion and letter of
consent.

MUTUAL FUND SUBSCRIPTION PURCHASE AGREEMENT

I /s/ Alice P. Kakau hereby subscribes for the purchase of a total aggregate
investment of $100,000 of which, shall be invested into the JWB Aggressive
Growth Fund. JWB Aggressive Growth Fund acknowledges receipt of the mutual fund
subscription purchase agreement from /s/ Alice P. Kakau reflecting the intention
of investing $100,000 in JWB Aggressive Growth Fund for an undisclosed amount
shares (based on the current net asset value of the fund and the investment
thereof).

I understand that I am buying for investment purposes and not with PRESENT
INTENTION of redeeming or reselling the said shares.

In witness whereof, the parties hereto have executed this agreement as of the 21
day of September, 1995.

Attest:

/s/ Alice P. Kakau

Signature

Alice Park Kakau

(Please Print Name)

/s/ John W. Bagwell

John W. Bagwell, Trustee for JWB Aggressive Growth Fund