As filed with the Securities and Exchange Commission on August 24, 1996
1933 Act Registration No. 33-99124
1940 Act Registration No. 811-9132
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
Post-Effective Amendment No. 1 /x/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 3 /x/
(Check appropriate box or boxes)
JWB AGGRESSIVE GROWTH FUND
(Exact name of registrant as specified in Charter)
Century Square Building
1188 Bishop Street, Suite 1712
Honolulu, HI 96813
(Address of Principal Executive Offices)
Registrant's Telephone Number,
including Area Code: 808-524-0577
John W. Bagwell
JWB Management Corp.
1188 Bishop Street, Suite #1712
Honolulu, HI 96813
It is proposed that this filing will become effective (check appropriate box):
x immediately upon filing pursuant to paragraph (b), or
___ 60 days after filing pursuant to paragraph (a)(1), or
___ on __________ pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on _____ pursuant to paragraph (a)(2) of Rule 485
If appropriate check the following box:
x this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant filed a declaration of indefinite registration of its shares
of beneficial interest pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended on November 4, 1995.
CROSS REFERENCE SHEET
(as required by Rule 495)
JWB AGGRESSIVE GROWTH FUND
N-1A ITEM NO. LOCATION
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PART A
Item 1. Cover Page Cover
Page
Item 2. Synopsis not applicable
Item 3. Condensed Financial Information Expense Information;
Financial Highlights
Item 4. General Description of Registrant Cover Page; Investment
Objectives and Policies;
Description of Securities and
Investment Techniques and
Related Risks; Additional
Investment Information;
Organization and Shares of
the Trust.
Item 5. Management of the Fund Management of the Fund
Item 6. Capital Stock and Other Securities Dividends and Taxes
Item 7. Purchase of Securities Being Offered Purchase of Shares; Net Asset
Value
Item 8. Redemption or Repurchase Redemption of Shares
Part B-Statement of Additional Information
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History Description of the Trust
Item 13. Investment Objectives and Policies Investment Policies and
Limitations
Item 14. Management of the Fund Investment Management and
Administration
Item 15. Control Persons and Principal
Holders of Securities Management of the Trust
Item 16. Investment Advisory and Other Investment Advisory and
Services Other Services
Item 17. Brokerage Allocation and Other
Practices Portfolio Transactions
Item 18. Capital Stock and Other Securities General Information About
the Trust
Item 19. Purchase, Redemption and Pricing of Purchase and Redemption
Securities Being Offered Information; Net Asset Value
Item 20. Tax Status Taxes
Item 21. Underwriters Investment Advisory and
Other Services
Item 22. Calculation of Performance Data Performance Information
Item 23. Financial Statements Financial Statements
Part C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
Prospectus dated August 31, 1996
JWB AGGRESSIVE GROWTH FUND
Century Square Building
1188 Bishop Street, Suite #1712
Honolulu, HI 96813
(808) 524-0577
JWB Aggressive Growth Fund (the "Trust") is a newly organized, diversified
open-end management investment company that currently consists of one portfolio
(the "Fund"). The Fund's investment objective is to seek capital appreciation.
The Fund seeks to achieve its objective by primarily investing in the common
stock of companies that are traded on the New York Stock Exchange ("NYSE"),
American Stock Exchange ("ASE") and the NASDAQ.
JWB Investment Advisory & Research, founded by John W. Bagwell (the "Advisor")
serves as investment advisor to the Fund. JWB Management Corp. (the
"Administrator") serves as administrator for the Fund.
The minimum initial investment in the Fund is $10,000. The Fund is a pure
no-load fund. There are no 12b-1 marketing fees or sales charges. This means
that 100% of your investment is invested in shares of the Fund.
This Prospectus contains the information you should know about the Fund before
you invest. Please read the Prospectus and retain it for future reference. A
Statement of Additional Information for the Fund (dated August 31, 1996) has
been filed with the Securities and Exchange Commission ("SEC") and is
incorporated by reference into this Prospectus. It is made available for no
additional charge by calling Shareholder Services at 1-800-5069403.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, the shares of the Fund in any jurisdiction in which such may not
lawfully be made.
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 THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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Dedicated to my family and friends, and almighty God who made this all possible.
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Pg. 2
TABLE OF CONTENTS
Page Page
Fees and Expenses 2 How to Purchase Shares 6-7
Financial Highlights 3 Special Plans 7-8
Investment Objectives and Policies 3-4 How to Redeem Shares 8
Performance 5 Dividends and Distributions 9
Management of the Fund 5-6 Tax and General Information 9-10
Net Asset Value 6
FEES AND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES. Charges you pay when you buy, sell or hold
shares of the Fund:
NONE
ANNUAL FUND OPERATING EXPENSES. These are expenses paid out of the Fund's
average daily net assets for services such as management of the Fund,
maintaining shareholder records and furnishing shareholder statements. The
following are projections that are calculated as a percentage of average daily
net assets:
Management Fees.................... 1.00%
Other Expenses..................... .90%
Total Fund Operating Expenses...... 1.90%*
The table below is intended to assist you in understanding the various costs and
expenses that an investor in the Fund will bear directly or indirectly. The 5%
annual rate of return used in the example below is only for illustration and is
not intended to be indicative of the future performance of the Fund, which may
be more or less than the assumed rate. Future expenses may be more or less than
those shown. You can refer to the sections "How to Purchase Shares" and
"Management of the Fund" for more information on transaction and operating
expenses of the Fund.
EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1) a 5%
annual return and (2) redemption at the end of each period:
1 Year 3 Years
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$20 $62
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN ABOVE.
* For the Fund's first fiscal year or until the Fund's total assets exceed
$12 million, a portion of the fees payable to the Fund's investment advisor
and administrator will be voluntarily waived so that the total Fund
operating expenses will not exceed 2.35% of the Fund's average daily net
assets.
Pg. 3
FINANCIAL HIGHLIGHTS
The "Financial Highlights" in the following table have been derived from the
financial records of the Fund for the period ended June 30, 1996. The table
should be read in conjunction with the financial statements and related notes
included in the Statement of Additional Information.
March 28, 1996(1)
to
June 30, 1996
(unaudited)
Operating Performance:
Net asset value, beginning of period $10.00
Income from Investment Operations:
Net investment loss (0.01)
Net realized and unrealized loss on
investment transactions (0.32)
Net asset value, end of period $9.67
Total return (3.03)%(2)(3)
Supplemental data and ratios:
Net assets, end of period ($) $96,743
Ratio of adjusted operating expenses to net assets 5.68%(4)
Ratio of expenses to average net assets 2.35%(4)
Ratio of net investment income to average net assets (3.34)%(4)
Portfolio turnover rate 193%
Average brokerage commission ($) 0.0806
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(1) Commencement of operations.
(2) Not annualized.
(3) The total return would have been lower had certain expenses during the
period not been reduced.
(4) Annualized.
INVESTMENT OBJECTIVE AND POLICIES
The Fund is a diversified mutual fund in which the objective is to seek capital
appreciation. The Fund seeks to achieve this objective through investments
primarily in the common stock of companies (referred to herein as "equity
securities") that are traded on the NYSE, ASE, and the NASDAQ. In selecting
investments for the Fund, the Advisor will allocate investments among securities
of particular issuers based on the Advisor's views as to the best values then
currently available in the marketplace. Such values are based on a company's
ability to show a strong growth momentum, while trading at reasonable valuations
relative to the company's growth rate over a stated period, that are likely to
benefit from new or innovative products, services or processes that should
enhance such companies' prospects for future growth.
Under normal circumstances, the Fund will invest substantially all of its assets
in equity securities of large (over $2 billion in market capitalization), medium
(under $2 billion in market capitalization), and small companies (under $500
million in market capitalization). Smaller companies may involve greater risks
than are associated with larger companies due to limited product and market
diversification with fewer financial resources. The Advisor will consider
industry diversification as an important factor, although the emphasis on
Pg. 4
a certain industry may change due to the outlook for earnings in certain
sectors. Diversification means placing a limitation on the amount of money
invested in any one issuer and limiting the amount of money invested in any one
industry, which reduces the risks of investing. Although the Fund invests
primarily in common stock, it may ordinarily invest a portion of its assets in
cash or cash equivalents such as obligations issued or guaranteed by the U.S.
Government, its agencies and/or instrumentalities ("U.S. Government securities")
or high quality money market instruments such as notes, certificates of deposit
or bankers acceptances. The Advisor may determine that it is appropriate to
assume a temporary defensive posture in the market, in which case, the Fund may
invest up to 100% of its assets in these instruments.
RESTRICTED AND ILLIQUID SECURITIES. The Fund will not invest more than 10% of
its net assets in securities that the Advisor determines, under the supervision
of the Board of Trustees, to be illiquid. This means that the securities may be
difficult to sell promptly at an acceptable price. The sale of some illiquid and
other types of securities may be subject to legal restrictions. These securities
may present a greater risk of loss than other types of securities and therefore
the Fund is limited as to the percentage of illiquid securities that it will
hold.
WHEN-ISSUED SECURITIES AND DELAYED-DELIVERY TRANSACTIONS. The Fund may purchase
securities on a when-issued basis, and it may purchase or sell securities for
delayed-delivery. These transactions occur when securities are purchased or sold
by the Fund with payment and delivery taking place in the future to secure what
is considered an advantageous yield and price to the Fund at the time of
entering into the transaction. Although the Fund has not established any limit
on the percentage of its assets that may be committed in connection with such
transactions, the Fund will maintain a segregated account, with its Custodian,
of cash, cash equivalents, U.S. Government securities or other high-grade liquid
debt securities denominated in U.S. dollars or non-U.S. currencies in an
aggregate amount equal to the amount of its commitment in connection with such
purchase transactions.
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, higher portfolio turnover activity can
result in higher brokerage costs to the Fund. Given the Fund's investment
objective, its annual portfolio turnover generally is not expected to exceed
100%. A portfolio 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.
FUNDAMENTAL INVESTMENT POLICIES. The Fund's investment objective, to seek
capital appreciation, is a fundamental policy. This means that this policy may
not be changed without a vote of the holders of a majority of the Fund's shares.
All other policies in this Prospectus, other than those identified in this
paragraph, may be changed without shareholder approval. Additional fundamental
policies are the following: (1) With respect to 75% of its assets, the Fund may
not invest more than 5% of its total assets in any one issuer and may not own
more than 10% of the outstanding voting securities of a single issuer; (2) the
Fund may not invest more than 25% of its total assets in any one industry, and
(3) the Fund may only borrow for temporary or emergency purposes, which
borrowings may not exceed 5% of its total assets.
RISK FACTORS. The Fund may be appropriate for long-term, aggressive investors
who understand the potential risks and rewards of investing in common stocks.
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
Pg. 5
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 than other investments. The Fund is not, in
itself, a balanced investment plan, and the lack of operating history may also
present certain risks. The value of the Fund's shares will fluctuate to a
greater degree than the shares of funds utilizing more conservative investment
techniques or those having as investment objectives, the conservation of capital
and/or the realization of current income. 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 objective, since all investments are inherently
subject to market risk.
PERFORMANCE
The term "TOTAL RETURN" will be used as a tool of measurement for the Fund's
performance. Total return is the change in value of an investment in the Fund
over a certain period of time, assuming that all income distributions have been
re-invested. Cumulative total return reflects the actual performance over a
certain period of time and an average total return reflects a hypothetical rate
of return. If this hypothetical rate of return is realized annually, the numbers
reflected are indicative of what the actual cumulative total return would be for
that extended period of time. Total return will be shown for recent one, five,
and ten year periods and may be shown for other periods as well. From
time-to-time, the Fund may advertise its yield. The "yield" refers to the income
generated by the Fund over a specified thirty-day period, which is then
expressed as an annual percentage rate. Investors should note that yield and
total return figures are based on historical earnings and are not intended to
indicate future performance. In reports or other communications to investors or
in advertising material, the Fund may describe general economic and market
conditions affecting the Fund and may compare its performance with other mutual
funds as listed in the rankings prepared by Lipper Analytical Services, Inc. or
similar investment services that monitor evaluations of the Fund published by
nationally recognized rating services and by financial publications that are
nationally recognized. The S&P 500 is the Standard & Poors Composite Index of
500 Stocks, a widely recognized, unmanaged index of common stock prices. The S&P
500 figures assume re-investment of all distributions and does not reflect
brokerage commissions incurred if purchasing the stocks in the open market.
MANAGEMENT OF THE FUND
BOARD OF TRUSTEES. Overall responsibility for management and supervision of the
Fund rests with the Fund's Board of Trustees. The Trustees approve all
significant agreements between the Fund and the persons and companies that
furnish services to the Fund, including agreements with the Fund's custodian,
transfer agent, investment advisor and administrator. The day-to-day operations
of the Fund are delegated to the Advisor. The Statement of Additional
Information contains background information regarding each of the Fund's
Trustees and Executive Officers.
ADVISOR - JWB INVESTMENT ADVISORY & RESEARCH. The Advisor is responsible for
selection and management of the Fund's portfolio. The Advisor is a registered
investment advisor, under the Investment Advisors Act of 1940 and was
established as a sole proprietor in 1993. The Advisor is wholly owned by John W.
Bagwell. The Advisor's office is located at Century Square Building, 1188 Bishop
Street, Suite #1712, Honolulu, HI 96813. For its services, the Fund pays to the
Advisor an annual fee of 1% of its average daily net assets, which is paid
monthly. This 1% charge is higher than other funds of this type, however the
overall operating fees are expected to be lower than other funds. John W.
Bagwell is the portfolio manager for the Fund. Mr. Bagwell has been a registered
investment advisor with the Securities and Exchange Commission and the State of
Hawaii since 1993. He previously served as a general securities principal for
several broker/dealers, and has been a broker in the securities arena since
1989. Mr. Bagwell has not had previous experience in managing a mutual fund.
Pg. 6
ADMINISTRATOR - JWB MANAGEMENT CORP. The Administrator provides the Fund with
certain administrative and shareholder services, subject to the supervision and
direction of the Board of Trustees of the Fund. The Administrator provides a
variety of services, including furnishing certain internal executive and
administrative services, providing office space, responding to shareholder
inquiries, monitoring the financial, accounting and administrative transactions
of the Fund, furnishing corporate secretarial services, which include assisting
in the preparation of material for meetings of the Board of Trustees,
coordinating the preparation of annual and semi-annual reports, preparation of
tax returns and generally assisting in monitoring compliance procedures for the
Fund. In addition, the Administrator pays for certain expenses borne by the Fund
including the charges and expenses of the transfer agent, legal expenses,
bookkeeping and accounting expenses, costs of maintaining the books and records
of the Fund, the expense of printing and mailing Prospectuses and sales
materials used for promotional purposes, and other miscellaneous expenses not
borne by the Fund. For the services provided to the Fund by the Administrator,
the Fund pays to the Administrator an annual fee of .90% of the Fund's average
daily net assets, which is paid monthly.
THE ADMINISTRATOR HAS CONTRACTED WITH BROWN LEGAL RESOURCES, INC., 152R Main
Street, Wenham, Massachusetts 01984, to provide assistance on many of the
administrative functions.
DISTRIBUTOR - Declaration Distributors, Inc., 555 North Lane, Suite #6160,
Conshohocken, Pennsylvania 19428, serves as the Fund's distributor.
CUSTODIAN AND TRANSFER AGENT. The First National Bank of Boston, 150 Royall St.,
Canton, Massachusetts 02021, serves as custodian and accounting agent for the
Fund. Declaration Service Company, 555 North Lane, Suite #6160, Conshohocken,
Pennsylvania 19428, serves as the Fund's transfer agent, dividend disbursing
agent, and shareholder service agent.
NET ASSET VALUE
The Fund is open for business on each day that the New York Stock Exchange
("NYSE") is open. The Fund's share price or net asset value per share ("NAV") is
normally determined as of 4:00 p.m., New York time. The Fund's share price is
calculated by subtracting its liabilities from its total assets and dividing the
result by the total number of shares outstanding on that same day. Fund
liabilities include accrued expenses and dividends payable, and its total assets
include the market value of the portfolio securities as well as income accrued
but not yet received. Since the Fund does not charge sales or redemption fees,
the NAV is the offering price for shares of the Fund.
HOW TO PURCHASE SHARES
In order to invest in the Fund, an investor must first complete and sign an
account application, which is included in this Prospectus. INVESTORS MAY CALL
SHAREHOLDER SERVICES AT 1-800-5069403 concerning questions on how to fill out
the account application forms or general questions concerning the Fund.
Completed and signed applications should be mailed to Shareholder Services (see
below).
Orders for the purchase of shares received when the Fund is open for business,
before 4:00 p.m. New York time, will be executed at the NAV determined that day.
The minimum initial investment for non-qualified accounts is $10,000 and the
minimum for additional purchases is $5,000. The minimum initial purchase for IRA
accounts (or other qualified accounts) is $250, and subsequent investments must
be $50 or more. All purchase orders will be executed at the NAV next determined
after the order is received by the Fund's transfer agent.
FOR INFORMATION about investing in the Fund through a tax deferred retirement
plan, such as an Individual
Pg. 7
Retirement Account ("IRA"), Keogh Plan, a Simplified Employee Pension IRA
("SEP-IRA") or a profit sharing and money purchase plan, AN INVESTOR SHOULD
TELEPHONE SHAREHOLDER SERVICES AT 1-800506-9403 OR WRITE TO SHAREHOLDER SERVICES
AT THE ADDRESS SET FORTH BELOW. Investors should consult their own tax advisors
about the establishment of retirement plans.
PURCHASE BY MAIL. If the investor desires to purchase shares by mail, a check
made payable to the JWB Aggressive Growth Fund should be sent along with the
completed account application to Shareholder Services.
Send your purchase order to: JWB Aggressive Growth Fund
c/o Declaration Service Company
P.O. Box 844
Conshohocken, PA 19428-0844
PURCHASES BY TELEPHONE. Investors may purchase shares by telephoning Shareholder
Services at 1-800-506-9403. Telephone orders will not be accepted until a
completed account application in proper form has been received by the transfer
agent at the address set forth above. After the transfer agent receives a
telephone order, an investor should then wire federal funds to:
The First National Bank of Boston
ABA# 011000390
Attn: JWB Aggressive Growth Fund, DDA#6140
For the benefit of:
(Shareholder's Name & Account #)
GENERAL. The Fund reserves the right to reject any purchase order and to suspend
the offering of shares for a period of time. However, shareholders would
generally be given the right to reinvest dividends during a time when sales were
suspended. The Fund also reserves the right to cancel any purchase due to
nonpayment, waive or lower the investment minimums, modify the conditions of
purchase at any time, and reject any check not made directly payable to the JWB
Aggressive Growth Fund. Investors who purchase or redeem shares of the Fund
through broker/dealers may be subject to service fees imposed by those
broker/dealers for the services they provide.
SPECIAL PLANS
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. 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 (1-800-506- 9403). As
an alternative, you may elect to have your payments transferred from your Fund
account to your predesignated bank account.
AUTOMATIC INVESTMENT PLAN. This plan allows investors to purchase shares on a
regular monthly basis. Under this plan, on a preset day of the month, a draft is
drawn on the investor's bank account in any amount
Pg. 8
($100 and over) specified by the investor. The proceeds of the draft are
immediately invested in shares of the Fund at the NAV determined on the date of
investment. The automatic investment plan may be discontinued upon 30 days
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
designated investment date.
AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT PLAN. Dividends and capital gains
declared by the Fund will be reinvested automatically at net asset value unless
you choose an alternative payment option on the application form. Dividends and
capital gains not re-invested are paid by check. {For additional information on
dividends and capital gains see "Dividends and Distributions" and "Tax and
General Information" on pages 9-10.}
HOW TO REDEEM SHARES
You can arrange to take money out of your Fund account at any time by selling
some or all of your shares. Your shares will be sold at the next share price
calculated after your order is received. You may redeem your shares by mail or
telephone. REDEMPTIONS FROM RETIREMENT ACCOUNTS (IRA'S AND OTHER QUALIFIED
ACCOUNTS) MUST BE IN WRITING AND INCLUDE ALL INFORMATION TO BE DEEMED RECEIVED
IN GOOD ORDER (QUALIFIED ACCOUNTS ARE NOT ELIGIBLE FOR THE TELEPHONE REDEMPTION
OPTION). Shareholders are automatically provided telephone privileges unless
such privilege is specifically rejected on the application form. Redemption
proceeds are mailed within five business days after an order is received, except
the mailing or wiring of redemption proceeds on shares purchased by personal,
corporate or government checks may be delayed until it has been determined that
collected funds have been received for the purchase of such shares, which may
take up to 15 days from the purchase date.
The clearing period does not apply to purchases made by wire or by cashier's,
treasurer's, or certified checks. The Fund and the transfer agent employ
procedures designed to confirm that instructions communicated by telephone are
genuine, including requiring certain identifying information prior to acting
upon instructions, recording all telephone instructions and sending written
confirmations to the address of record. If such procedures are not reasonably
designed to prevent unauthorized or fraudulent instructions, the Fund may be
liable for any losses from unauthorized or fraudulent instructions.
SIGNATURE GUARANTEES. A signature guarantee is designed to protect you and the
Fund by verifying your signature. EXAMPLES OF WHEN SIGNATURE GUARANTEES ARE
REQUIRED ARE: (1) establishing certain services after the account is opened; (2)
requests for redemptions by mail or telephone in excess of $10,000; (3)
redeeming or exchanging shares, when proceeds are: (i) being mailed to an
address other than the address of record, (ii) made payable to other than the
registered owner(s); (4) transferring shares to another owner, or (5) changes in
previously designated wiring instructions.
These requirements may be waived or modified in certain circumstances.
Acceptable guarantors are all eligible guarantor institutions as defined by the
Securities Exchange Act of 1934, such as: commercial banks which are FDIC
members, trust companies, credit unions, savings associations, firms which are
members of a domestic stock exchange, and foreign branches of any of the above.
We cannot accept guarantees from institutions or individuals who do not provide
reimbursement in the case of fraud, such as notaries public.
MINIMUM ACCOUNT BALANCE. If an investor's account balance falls below $9,000 for
non-qualified accounts or $100 for qualified accounts (such as IRA's) as a
result of investor withdrawals (not due to market depreciation), the investor
will be given thirty days notice to reestablish the minimum balance. If you do
not increase your balance, the Fund reserves the right to close your account and
send the proceeds to you. The shares will be redeemed at the NAV on the day your
account is closed.
Pg. 9
DIVIDENDS AND DISTRIBUTIONS
The Fund distributes substantially all of its net income and net capital gains
to shareholders. Dividends from net investment income and distributions from
capital gains, if any, are normally declared in December and paid after the end
of the year.
TAX AND GENERAL INFORMATION
As with any investment, you should consider how your investment in the Fund will
be taxed. If your account is not a tax-deferred retirement account, you should
be aware of these tax consequences. For federal tax purposes, the Fund's income
and short-term capital gain distributions are taxed as dividends; long-term
capital gain distributions are taxed as long-term capital gains. Your
distributions may also be subject to state income tax. The distributions are
taxable when they are paid, whether you take them in cash or participate in the
dividend reinvestment program. In January, the Fund will mail shareholders a
form indicating the federal tax status of your dividend and capital gain
distributions.
Redemptions from the Fund will result in a short or long-term capital gain or
loss, depending on how long you have owned the shares. The Fund will mail a form
indicating the trade date and proceeds from all redemptions.
When investors purchase shares just before the Fund pays a distribution from
NAV, the share price of each Fund may reflect undistributed income, capital
gains or unrealized appreciation of securities. Any distributions from these
amounts that are distributed to the investor, no matter how long the investor
has held their shares, will be fully taxable, even if the net asset value of the
shares are reduced below the price you paid for your shares. The 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 investing in this Fund.
GENERAL INFORMATION: The Fund was organized on October 10, 1995 under the laws
of the Commonwealth of Massachusetts as a Massachusetts business trust. An
investor in the Fund is entitled to one vote for each full share held and a
fractional vote for each fractional share held. There will normally be no
meetings of investors for the purpose of electing Trustees unless and until such
time as less than a majority of the Trustees holding office have been elected by
investors. Any Trustee may be removed from office upon the vote of shareholders
holding at least a majority of the Fund's outstanding shares at a meeting called
for that purpose. A meeting will be called for the purpose of voting on the
removal of a Trustee at the written request of 10% of the Fund's outstanding
shares.
The expenses borne by the Fund include all organizational expenses, brokerage
commissions for portfolio transactions, taxes (if any), the advisory fee,
administration fee, extraordinary expenses of printing and mailing proxy
statements, expenses of registering and qualifying shares for sale (Blue Sky
fees), fees of Trustees who are not "interested persons" of the Advisor or
Administrator, custodian fees, auditors expenses, and the Fidelity Bond
premiums.
THE FUND WILL SEND OUT A MONTHLY REPORT DETAILING PORTFOLIO COMPOSITION, PRICE
AND A SHORT DESCRIPTION OF WHAT DRIVES EACH BUY AND SELL DECISION TO EACH
SHAREHOLDER. As an alternative to receiving the report by mail, shareholders may
receive this monthly report and a daily NAV share price by accessing the Fund's
portfolio on the Internet via a Web site (THE FUND'S WEB PAGE(S) ADDRESS IS:
HTTP: //WWW.JWB.COM). In addition, the Fund will also send investors a
semi-annual report and audited annual report and year end tax information about
their account. In an effort to conserve on the Fund's printing and mailing
costs, the Fund's plans to consolidate the mailing of its financial reports by
household. This means that a household having
Pg. 10
multiple accounts with the identical address of record will receive a single
copy of each report. Any shareholder who does not want consolidation to apply to
his or her account should contact the transfer agent. 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. The transfer agent may impose certain copying charges for
requests for copies of shareholder account statements and other historical
information older than 1 year. SHAREHOLDER INQUIRIES CONCERNING THEIR ACCOUNTS
SHOULD BE DIRECTED TO SHAREHOLDER SERVICES BY CALLING 1800- 506-9403.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, THE STATEMENT OF
ADDITIONAL INFORMATION OR THE FUND'S OFFICIAL SALES LITERATURE IN CONNECTION
WITH THE OFFERING OF SHARES OF THE FUND, AND IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE FUND. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF SHARES IN ANY STATE
WHICH, OR TO ANY PERSON WHOM SUCH OFFER MAY NOT LAWFULLY BE MADE.
JWB AGGRESSIVE GROWTH FUND
STATEMENT OF ADDITIONAL INFORMATION
AUGUST 31, 1996
This Statement of Additional Information is not a prospectus but should be read
in conjunction with the Fund's Prospectus dated August 31, 1996, which may be
obtained by writing the Fund at Century Square Building, 1188 Bishop Street,
Suite #1712, Honolulu, HI 96813.
TABLE OF CONTENTS PAGE
Investment Policies and Limitations ...................................... 2-3
Portfolio Transactions ................................................... 3-4
Management of the Fund ................................................... 4-5
Investment Management and Administration ................................. 6
Performance Information .................................................. 7-8
Taxes and Distributions .................................................. 8-9
Description of the Trust ................................................. 9
Investment Advisor
JWB Investment Advisory & Research
Administrator
JWB Management Corp.
Distributor
Declaration Distributors, Inc.
Custodian
First National Bank of Boston
Transfer Agent
Declaration Service Company
Pg. 2
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus.
FUNDAMENTAL POLICIES. The Fund's fundamental investment policies and limitations
cannot be changed without approval by a "majority of the outstanding voting
securities" of the Fund (as defined in the Investment Company Act of 1940).
However, except for the fundamental investment limitations listed below, the
investment policies and limitations described in this Statement of Additional
Information are not fundamental and may be changed without shareholder approval.
The following are the Fund's fundamental investment limitations set forth in
their entirety. The Fund may not:
(1) With respect to 75% of the Fund's total assets, purchase the securities of
any issuer (other than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities) if, as a result, (a) more than 5% of
the Fund's total assets would be invested in the securities of that issuer, or
(b) the Fund would hold more than 10% of the outstanding voting securities of
that issuer;
(2) Issue senior securities, except as permitted under the Investment Company
Act of 1940;
(3) Borrow in amounts exceeding 5% of its total assets at the time of
borrowing. The Fund may not pledge or hypothecate any of its assets, except in
connection with permitted borrowing;
(4) Underwrite any issue of securities (except to the extent that the Fund may
be deemed to be an underwriter within the meaning of the Securities Act of 1933
in the disposition of restricted securities);
(5) Invest 25% or more of its total assets in securities of companies
principally engaged in any one industry, (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities);
(6) Purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Fund from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business);
(7) Purchase or sell commodities or commodities futures contracts; and
(8) Lend money, except that it may purchase and hold debt securities publicly
traded or privately placed and may enter into repurchase agreements. The Fund
will not lend securities if such a loan would cause more than 33 1/3% of the
value of its total net assets to then be subject to such loans.
NON-FUNDAMENTAL POLICIES. The following are non-fundamental investment
limitations and, therefore may be changed by the Board of Trustees without a
shareholder vote. The Fund may not:
(9) Purchase any security on margin, except that it may obtain such short-term
credits as are necessary for clearance of securities transactions;
(10) Invest more than 5% of its total assets in warrants to purchase common
stock;
(11) Invest in companies for the purpose of exercising control or management;
Pg. 3
(12) Purchase or write puts, calls, or any combination thereof;
(13) Invest more than 10% of its net assets in illiquid securities;
(14) Invest in oil, gas, or other mineral exploration or development programs or
leases;
(15) Purchase the securities of open-end or closed-end investment companies
except in compliance with the Investment Company Act of 1940.
PREFERRED STOCK. The Fund may, from time-to-time, purchase preferred stock.
AMERICAN DEPOSITORY RECEIPTS. The Fund may purchase American Depository Receipts
("ADR's"). ADR's are certificates evidencing ownership of shares of a foreign
issuer. These certificates are issued by depository banks and generally trade on
an established market in the United States or elsewhere. The underlying shares
are held in trust by a custodian bank or similar financial institution in the
issuer's home country. The depository bank may not have physical custody of the
underlying securities at all times and may charge fees for various services,
including forwarding dividends and interest and corporate actions. ADR's are an
alternative to directly purchasing the underlying foreign securities in their
national markets and currencies. However, ADR'S continue to be subject to many
of the risks associated with investing directly in foreign securities. These
risks include foreign exchange risk as well as the political and economic risks
associated with investing directly in foreign securities.
FIRM COMMITMENT AGREEMENTS. The Fund may enter into firm commitment agreements
("when-issued" purchases) for the purchase of securities at an agreed upon price
on a specified future date. The Fund will not enter into such agreements for the
purpose of investment leverage. Liability for the purchase price and all the
rights and risks of ownership of the securities accrue to the Fund at the time
it becomes obligated to purchase the securities, although delivery and payment
occur at a later date, generally within 45 days of the date of the commitment to
purchase. Accordingly, if the market price of the security should decline, the
effect of the agreement would obligate the Fund to purchase the security at a
price above the current market price on the date of delivery and payment. During
the time the Fund is obligated to purchase such securities, it will maintain
with the Custodian a segregated account with U.S. Government securities, cash or
cash equivalents of an aggregate current value sufficient to make payment for
the securities.
PORTFOLIO TRANSACTIONS
The Advisory Agreement between the Fund and the Advisor, provides that when
executing portfolio transactions and selecting brokers and dealers, is to seek
the best overall terms available. In this regard, the Advisor will seek the most
favorable price and execution for the transaction given the size and risk
involved. In placing executions and paying brokerage commissions, the Advisor
considers the financial responsibility and reputation of the broker or dealer,
the range and quality of the brokerage and research services made available to
the Fund and the professional services rendered, including execution, clearance
procedures, wire service quotations, and the ability to provide supplemental
performance, statistical and other research information for consideration,
analysis and evaluation by the Advisor's staff. Under the Advisory Agreement,
the Advisor is permitted, in certain circumstances, to pay a higher commission
than might otherwise be obtained in order to acquire brokerage and research
services.
Pg. 4
The Advisor must determine in good faith, however, that such commissions are
reasonable in relation to the value of the brokerage and research services
provided (viewed in terms of that particular transaction or in terms of all the
accounts over which investment discretion is exercised).
The Board of Trustees will periodically review the commissions paid by the Fund
to monitor if the commissions paid over represented periods of time were
reasonable in relation to the benefits obtained. The advisory fee paid to the
Advisor would not be reduced by reason of its receipt of such brokerage and
research services. To the extent that research services of value are provided by
broker/dealers through or with whom the Fund places portfolio transactions, the
Advisor may use such research in servicing its other fiduciary accounts and not
all services received may be used by the Advisor in connection with its services
to the Fund. However, the Fund may also benefit from research services received
by the Advisor in connection with transactions effected on behalf of other
fiduciary accounts.
On occasions when the Advisor deems the purchase or sale of a security to be in
the best interests of the Fund as well as other fiduciary accounts, the Advisor
may aggregate the securities to be sold or purchased for the Fund with those to
be sold or purchased for other accounts in order to obtain the best net price
and most favorable execution. In such event, the allocation will be made by the
Advisor in the manner considered to be most equitable and consistent with its
fiduciary obligations to all such fiduciary accounts, including the Fund. In
some instances, this procedure could adversely affect the Fund but the Advisor
deems that any disadvantage in the procedure would be outweighed by the
increased opportunity to engage in volume transactions.
MANAGEMENT OF THE FUND
The Trustees and Officers of the Fund, their current business addresses and
principal occupations during the last five years are set forth below. Trustees
that have an asterisk before their name are "interested persons" of the Trust as
defined in the Investment Company Act of 1940, as amended.
* John W. Bagwell (35), Trustee and President of the Fund, founded JWB
Management Corp. in October, 1995 and serves as Chief Executive Officer. Prior
to this service, he served as a general securities principal for Polaris
Financial Services, Inc. (6/93 - 10/95). Mr. Bagwell has also served as a
registered investment advisor with JWB Investment Advisory & Research since
April, 1993. Mr. Bagwell served as a general securities principal & registered
representative for Mariner Financial Services, Inc. (11/91 - 6/93) and as a
registered representative for Gaidos/Tani Associates (11/91 - 12/92) and Money
Concepts International (7/90 - 11/91). Mr. Bagwell's business address is Century
Square Building, 1188 Bishop Street, Suite #1712, Honolulu, HI 96813.
* Gregory P. Lussier (36), Trustee and Chief Financial Officer of the Fund,
serves as Chief Financial Officer of JWB Management Corp. (since 2/96). Mr.
Lussier is also a registered investment advisor (since 1/96), and served as a
registered investment advisor representative with JWB Investment Advisory &
Research (10/94 - 12/95). Mr. Lussier is also the President of The Financial
Freedom Corp. (4/92 to present), and also serves as securities principal for
Polaris Financial Services, Inc. (1/93 to present). Previously, Mr. Lussier
served as a securities principal for Mariner Financial Services, Inc. (5/92 -
12/92), as a branch manager for P.F.S. Home Mortgages, Inc. and as a national
sales director for Primerica Financial Services (5/82 9/92), and as a branch
manager for First America National Securities (6/83 - 5/92). Mr. Lussier's
business address is Wailuku Industrial Park, 270 Hookahi St., Suite #306,
Wailuku, HI 96793-1466.
Pg. 5
* Richard A. Barnett (32 ), Trustee and Chief Operating Officer of the Fund,
serves as Chief Operating Officer of JWB Management Corp. (since 10/95) and
serves as the Chief Executive Officer of The Wellington Group, Ltd. (since
02/96). Mr. Barnett is also the President of Personal Financial Planning (1/94
to present). Previously, Mr. Barnett served as Vice President to the Jameson
Financial Group (9/92 - 12/93) and as an Agent of American United Life (10/90 -
8/92). Mr. Barnett's business address is 31275 Northwestern Hwy., Suite #226,
Farmington Hills, MI 48334.
* Roger Y. Dewa (58), Trustee and Secretary of the Fund, serves as Secretary and
General Counsel to JWB Management Corp. (since 10/95). Mr. Dewa has been
practicing law as a sole proprietor since 1969. Mr. Dewa's business address is
Puahi Tower, 1001 Bishop Street, Suite #408, Honolulu, HI 96813.
Scott A. Hadley (30), Trustee of the Fund. Mr. Hadley has been an employee of
McDonnell Douglas Corporation (1/90 to present). Prior to this position Mr.
Hadley was in the U.S. Army (6/83 to 12/89). Mr. Hadley's business address is
5301 Bolsa Ave., Huntington Beach, CA 92647.
Wallace Y. Watanabe (49), Trustee of the Fund. Mr. Watanabe serves as President
of the Honolulu City & County Employees Federal Credit Union (6/72 to present).
Mr. Watanabe's business address is 832 S. Hotel St., Honolulu, HI 96813- 2590.
Terry S. Krznarich, M.D. (34 ), Trustee of the Fund, serves as Chief Resident,
Dept. of Pathology for Saint Johns Hospital (6/92 to present). Prior to this
service, Doctor Krznarich was pursuing his education. Mr. Krznarich's business
address is 22101 Moross St., Detroit, MI 48236.
The Fund does not pay any direct remuneration to any Trustee who is an
"interested person" of the Fund, or any officer employed by the Advisor or its
affiliates. It is anticipated that the Trustees of the Fund who are not
"interested persons" of the Fund will receive compensation in the amount of $200
per meeting attended.
The following table sets forth information estimating the compensation of each
current Trustee of the Fund for his services.
PENSION OR ESTIMATED
RETIREMENT ANNUAL
BENEFITS BENEFITS
ACCRUED AS UPON TOTAL
AGGREGATE PART OF RETIREMENT COMPENSATION
COMPENSATION FUND FROM THE FROM THE
TRUSTEES FROM THE FUND EXPENSES FUND FUND**
John W. Bagwell* None None None None
Richard A. Barnett* None None None None
Gregory P. Barnett* None None None None
Roger Y. Dewa* None None None None
Scott A. Hadley $800 None None $800**
Wallace Y. Watanabe $800 None None $800**
Terry S. Krznarich $800 None None $800**
* Interested Trustees of the Fund are compensated by JWB Management Corp.
** Estimated fees for fiscal year ending December 31, 1996. Fees are based on a
$200.00 fee per meeting. Four meetings are scheduled for 1996.
Pg. 6
INVESTMENT MANAGEMENT AND ADMINISTRATION
JWB Investment Advisory & Research serves as the Fund's investment Advisor and
JWB Management Corp. serves as the Fund's Administrator. In addition to the
services described in the Fund's Prospectus, the Advisor and/or the
Administrator will compensate all personnel, Officers and Trustees of the Fund
if such persons are employees of the Advisor or its affiliates. For the services
and facilities provided to the Fund by the Advisor, the Fund pays to the Advisor
an annual fee of 1% of its average daily net asset, which is paid monthly. For
the services provided to the Fund by the Administrator, the Fund pays to the
Administrator an annual fee of .90% of the Fund's average daily net assets,
which is paid monthly.
The total operating expenses of the Fund, exclusive of taxes, interest,
brokerage commissions and extraordinary expenses, but inclusive of the Advisor's
and the Administrator's fees, are subject to the most restrictive of the
expenses limitations imposed by state securities commissions of the states in
which the Fund's shares are registered or qualified for sale. The current most
restrictive limitation that may apply to the Fund is 2.35% of the first $30
million of average net assets, 2% of the next $70 million and 1.5% of any excess
over $100 million. The Advisor has agreed to absorb certain Fund operating
expenses to the extent that the ratio of expenses to average daily net assets
exceeds 2.35%.
The Board of Trustees of the Fund (including a majority of the Trustees who are
not "interested persons" of the Fund) approved the Advisory Agreement on January
5, 1996. The Advisory Agreement provides that it will continue initially for two
years, and from year-to-year thereafter as long as it is approved at least
annually both (i) by a vote of a majority of the outstanding voting securities
of the Fund (as defined in the Investment Company Act of 1940) or by the Board
of Trustees of the Fund, and (ii) by a vote of a majority of the Trustees who
are not parties to the Advisory Agreement or "interested persons" of any party
thereto, cast in person at a meeting called for the purpose of voting on such
approval. The Advisory Agreement may be terminated upon 60 days written notice
by either party and will terminate automatically if it is assigned. The Advisory
Agreement provides in substance that the Advisor shall not be liable for any
action or failure to act in accordance with its duties thereunder in the absence
of willful misfeasance, bad faith or gross negligence on the part of the Advisor
or of reckless disregard of its obligations thereunder.
The Advisor has adopted a Code of Ethics which regulates the personal securities
transactions of the Advisor's investment personnel and other employees and
affiliates with access to information regarding securities transactions of the
Fund. The Code of Ethics requires investment personnel to disclose personal
securities holdings upon commencement of employment and all subsequent trading
activity. Investment personnel are prohibited from trading in any securities (i)
for which the Fund has a pending buy or sell order, (ii) in which the Fund is
considering buying or selling, or (iii) which the Fund has purchased or sold
within seven calendar days.
Ownership structure of JWB Investment Advisory & Research is a sole
proprietorship, wholly owned by John W. Bagwell, and JWB Management Corp.
percentage of stock ownership is 51% controlled by John W. Bagwell.
Pg. 7
PERFORMANCE INFORMATION
TOTAL RETURN. The Fund may advertise performance in terms of average annual
total return for 1, 5 and 10-year periods, or for such lesser periods as the
Fund has been in existence. Average annual total return is computed by finding
the average annual compounded rates of return over the periods that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment and assumes all dividends and distributions by
the Fund are re invested at the price stated in the
Prospectus on the re-investment dates during the period
In addition to average total returns, the Fund may quote an average or
cumulative total return reflecting the change in value of an investment over a
specified period. Total returns, yields and other performance information may be
quoted numerically or in a table, graph, or similar illustration.
YIELD. The Fund may advertise performance in terms of a 30-day yield quotation.
The 30-day yield quotation is computed by dividing the net investment income per
share earned during the period by the maximum offering price per share on the
last day of the period, according to the following formula:
Yield = 2[(a-b/cd + 1)6 - 1]
Where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursement)
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends
d = the maximum offering price per share on the last day of
the period
DISTRIBUTION RATE. In its sales literature, the Fund may also quote its
distribution rate along with the above described standard total return and yield
information. The distribution rate is calculated by annualizing the latest
distribution and dividing the result by the offering price per share as of the
end of the period to which the distribution relates. A distribution can include
gross investment income from debt obligations purchased at a premium and, in
effect, include a portion of the premium paid. A distribution can also include
gross short-term capital gains without recognition of any unrealized capital
losses. Further, a distribution is not considered investment income under
generally accepted accounting principles.
Because a distribution can include such premiums and capital gains, the amount
of the distribution may be susceptible to control by the Advisor through
transactions designed to increase the amount of such items. Also, because the
distribution rate is calculated in part by dividing the latest distribution by
net asset value, the distribution rate will increase as the net asset value
declines. A distribution rate can be greater than the yield calculated as
described above.
Pg. 8
COMPARATIVE PERFORMANCE. The Fund's performance may be compared to that of other
similar mutual funds. These comparisons may be expressed as mutual fund rankings
prepared by Lipper Analytical Services, Inc., which monitors mutual fund
performance. The Fund's performance may also be compared to other mutual funds
tracked by financial or business publications and periodicals.
TAXES AND DISTRIBUTIONS
TAXATION OF THE FUND. The Fund intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code. To qualify as a
regulated investment company, the Fund must, among other things, (a) derive at
least 90% of its gross income from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stock, securities,
or other income derived with respect to its business of investing in such stock
or securities; (b) derive in each taxable year less than 30% of its gross income
from the sale or other disposition of stock, securities held less than three
months (the "30% test"), and (c) satisfy certain diversification requirements at
the close of each quarter of the Fund's taxable year.
If the Fund qualifies as a regulated investment company and distributes at least
90% of its net investment income, the Fund will not be subject to Federal income
tax on the income so distributed. However, the Fund would be subject to
corporate income tax on any undistributed income other than tax-exempt income
from municipal securities.
TAXATION OF THE SHAREHOLDER. Taxable distributions generally are included in a
shareholder's gross income for the taxable year in which they are received.
However, dividends declared in October, November and December and made payable
to shareholders of record in such month will be deemed to have been received on
December 31st if paid by the Fund during the following January.
Distributions by the Fund will result in a reduction in the fair market value of
the Fund's shares, should a distribution reduce the fair market value below a
shareholder's cost basis, such distribution would be taxable to the shareholder
as ordinary income or as a long-term capital gain, even though, from an
investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares of the Fund just prior to a distribution. The price of such shares
include the amount of any forthcoming distribution so that those investors may
receive a return of investment upon distribution which will, nevertheless, be
taxable to them.
A redemption of shares is a taxable event and, accordingly, a capital gain or
loss may be recognized. If a shareholder receives a distribution taxable as a
long-term gain and redeems shares which he has not held for more than six
months, any loss on the redemption (not otherwise disallowed as attributable to
an exemptinterest dividend) will be treated as a long-term capital loss to the
extent of the long-term capital previously recognized. EACH INVESTOR SHOULD
CONSULT A TAX ADVISOR REGARDING THE EFFECT OF FEDERAL, STATE, LOCAL, AND FOREIGN
TAXES ON AN INVESTMENT IN THE FUND.
DIVIDENDS. A portion of the Fund's income may qualify for the dividends-received
deduction available to corporate shareholders to the extent that the Fund's
income is derived from qualifying dividends. Because the Fund may earn other
types of income, such as interest, income from securities loans, non-qualifying
dividends, and short-term capital gains, the percentage of dividends from the
Fund that qualifies for the deduction generally will be less than 100%. The Fund
will notify corporate shareholders annually of the percentage of Fund dividends
that qualifies for the dividend received deductions.
Pg. 9
A portion of the Fund's dividends derived from certain U.S. Government
obligations may be exempt from state and local taxation. Short-term capital
gains are distributed as dividend income. The Fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTION. Long-term capital gains earned by the Fund from the
sale of securities and distributed to shareholders are federally taxable as
long-term capital gains, regardless of the length of time shareholders have held
their shares. If a shareholder receives a long-term capital gain distribution on
shares of the Fund, and such shares are held six months or less and are sold at
a loss, the portion of the loss equal to the amount of the long-term capital
gain distribution will be considered a long-term loss for tax purposes.
Short-term capital gains distributed by the Fund are taxable to shareholders as
dividends, not as capital gains.
DESCRIPTION OF THE TRUST
ORGANIZATION. JWB Aggressive Growth Fund is an open-end management investment
company organized as a Massachusetts business trust on October 10, 1995. Under
Massachusetts law, shareholders of Massachusetts business trusts may, under
certain circumstances, be held personally liable for the obligations of the
trust. The Declaration of Trust provides that the Trust shall not have any claim
against shareholders, except for the payment of the purchase price of shares,
and requires that each agreement entered into or executed by the Trust or the
Trustees include a provision limiting the obligations created thereby to the
Trust and its assets. The Declaration of Trust provides that the Fund shall,
upon request, assume the defense of any claim made against any shareholder for
any act or obligations of the Fund and satisfy any judgement thereon. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be unable
to meet its obligations.
VOTING RIGHTS. The Fund's capital consists of shares of beneficial interest. An
investor in the Fund is entitled to one vote for each full share held and a
fractional vote for each fractional share held. The shares have no preemptive or
conversion rights; the voting and dividend rights and the right of redemption
are described in the Prospectus. Shares are fully paid and nonassessable, except
as set forth above describing shareholder and Trustee liability. Shareholders
representing 10% or more of the Trust or the Fund may, as set forth in the
Declaration of Trust, call meetings of the Trust for any purpose related to the
Trust, including for the purpose of voting on the removal of one or more
Trustees.
AUDITOR. Frasher & Associates, 1475 Saratoga Avenue, Suite 190, San Jose,
California 95129, serves as the Trust's independent accountant. The independent
accountant examines financial statements for the Fund and provides other audit,
tax and related services.
August 15, 1996
Dear Investors,
As you may know JWB Aggressive Growth Fund became effective on March 15,
1996. The Fund's Portfolio Manager is John W. Bagwell, whose background includes
being a Registered Investment Advisor with the Securities and Exchange
Commission and the State of Hawaii since 1993, and previously served as a
General Securities Principal for several broker/dealers, and as a broker in the
securities arena since 1989. The Fund's Assistant Portfolio Manager, Chris
Askeland, has a background which includes three years on the Chicago Board of
Options Exchange and the Chicago Board of Trade after graduating with a degree
in finance.
The Fund's strategy is to invest in companies that are selling at reasonable
valuations relative to their projected growth. The Fund offers each investor a
vehicle to minimize commissions and liquidity problems associated with single
securities purchases. The Fund also offers the shareholder the capabilities (via
a web page) to analyze the performance of each security within the Fund's
portfolio, as if they purchased each stock separately on their own.
The Fund, whose first month of trading was spectacular, has ended up in
rather rough water due to volatile Bear conditions in the market. Due to the
Fund's portfolio managers implementing defensive strategies over the last two
months it avoided even rougher market conditions than other funds had to endure.
Currently the Fund's performance is increasingly looking better and the Fund
believes the current outlook of purchasing great growth stocks at bargain
prices, due to the recent Bear conditions in the market place will place the
Fund in the limelight (allowing investors to reap the rewards downstream).
How did the Fund perform?
Over the first month the Fund was performing up to its potential before
the technology stocks were downgraded. The Fund was up over 8% before the
Semiconductor Industry Association stated that the growth of the industry was
decreasing in the next several quarters and into next year. This had a
detrimental effect to all the companies related to semiconductors. Unfortunately
the Fund was biased toward the technology industry. Over the next month the
Fund's performance decreased along with other growth mutual funds. The
performance was leveling out until there were some bad earnings releases that
brought the technology sector even lower. By then the Fund had a significant
proportion of its assets in cash and therefore was not influenced as much. As of
June 28, 1996, the Fund had -3.30% return.
What is your outlook for the next six months?
Right now the Fed is deciding whether the economy and more specifically
inflation is too robust and therefore whether they should step in and increase
interest rates to slow the growth. There have been mixed signals in the economy
when looking at unemployment, economic growth, housing and wage pressures. The
most recent signals have pointed to the fact that the economy is beginning to
slow from the first half levels and even with the low unemployment figures, wage
pressures have not shown to be pushing up inflation significantly. The Fund
believes Alan Greenspan and the Fed will not be moving up interest rates as of
their August 20th meeting. The Fund does believe, however, that they will
increase rates in one of the next two quarters because wage pressures will
eventually push through and cause inflation to become a factor.
The Fund is wary in its outlook of the future due to the recent round of
earnings releases. There have been some leading companies that have posted
disappointing earnings while others are beating expectations. The Fund believes
there will be moderate growth for the next several months. The economy will pick
up slightly because consumer confidence is positive and it will give an added
boost toward the end of the year. Also by then those companies caught with
excess inventory will have compensated for that and orders will begin to pick up
again. The Fund does not believe they will increase to their old levels, but
they will increase.
The Fund's strategy is to discover companies that have good balance sheets.
Second, the Fund is looking for good valuations of those companies. When you buy
companies with a solid background and for good valuations you expect to increase
the upside potential and limit the downside risk. The Fund looks for industries
that for one reason or another have fallen out of favor with Wall Street.
General discussion surrounding the Fund's largest industry sector and other
sectors of the market which JWB feels has growth potential.
As of June 28, the Fund's largest holding was cash, and outside that the
largest sector was technology. Technology runs the spectrum from data processing
to computer chips. Technology is always growing and adapting and therefore it
can always have solid potential gains. As an example, the internet possibilities
are limitless and that has consequences with computers, semiconductors,
software, and telecommunications. The Advisor believes that these companies can
profit significantly from this and their other endeavors. The Advisor believes
that technology still has good growth potential, along with consumer products
and the discount retail industry. With lower unemployment, increasing wages and
positive consumer confidence, consumer products will have potential growth
opportunities in the fourth quarter. As for the discount retail industry, more
relating to the commercial business, those same pressures will cause companies
to look for ways to cut costs and one way is to buy supplies in bulk at discount
stores.
What affected the Fund's performance over the past three months?
The first item that affected the performance was the decrease of the growth
outlook for semiconductors and technology sector. This had a huge impact on the
NASDAQ and on a larger scale the economy. The second was the potential of Alan
Greenspan and the Fed to increase interest rates to keep a check on inflation.
For a while unemployment and wages were pointing to an increase in inflation and
since the Fed is wary of that they were thinking of tightening the money supply
and therefore slowing the economy.
Discuss the Fund's return and compare the return to other growth funds.
Usually the Fund would compare their return to a related index, but because
the Fund became effective March 15, 1996 and started trading as of April 18,
1996, there is not a true mark that can be compared to the Fund.
Conclusion
We thank each investor for their belief and devotion to the Fund's
portfolio managers and we will do our best to keep your faith in our abilities.
Sincerely,
John W. Bagwell
CEO & Trustee
JWB AGGRESSIVE GROWTH FUND
SEMI-ANNUAL REPORT
June 30, 1996
JWB AGGRESSIVE GROWTH FUND
John W. Bagwell* - Chairman and President
Gregory P. Lussier* - Chief Financial Officer
Richard A. Barnett* - Chief Operating Officer
Roger Y. Dewa* - Secretary
Scott A. Hadley
Wallace Y. Watanabe
Terry S. Krznarich, M.D.
INVESTMENT ADVISER
JWB Investment Advisory & Research
Century Square Building
1188 Bishop Street, Suite 1712
Honolulu, HI 96813
ADMINISTRATOR
JWB Management Corporation
Century Square Building
1188 Bishop Street, Suite 1712 Honolulu, HI 96813
DISTRIBUTOR
Declaration Distributors, Inc. P.O. Box 844
Conshohocken, PA 19428-0844
CUSTODIAN AND ACCOUNTING AGENT
First National Bank of Boston
150 Royall Street
Canton, MA 02021
SHAREHOLDER SERVICES AND TRANSFER AGENT
Declaration Service Company
P.O. Box 844
Conshohocken, PA 19428-0844
AUDITORS
Frasher & Associates
1475 Saratoga Avenue San Jose, CA 95129
* Affiliated with the Investment Adviser
JWB AGGRESSIVE GROWTH FUND
Portfolio of Investments (Unaudited)
June 30, 1996
Showing Percentage of Net Assets
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
COMMON STOCKS - 57.17%
BASIC INDUSTRIES - IRON AND STEEL PRODUCTS-7.17%
Reliance Steel & Aluminum 190 6,935
------ ----------
CONSUMER NON-DURABLE-9.77%
RESTAURANTS-4.83%
McDonald's Corp. 100 4,675
DIVERSIFIED RETAIL-4.943%
Officemax, Inc * 200 4,775
----- ----------
9,450
ELECTRONIC COMPONENTS-8.48%
Helix Technology 110 4,262
Photronics, Inc * 150 3,938
----- ----------
8,200
TECHNOLOGY
COMPUTER SOFTWARE AND SERVICES-31.75%
DSP Technology * 110 5,175
Electronic Data Systems 80 4,300
Insight, Inc * 290 6,743
Lucent Technologies, Inc 160 6,060
Microcom, Inc * 330 4,166
Safety Components, International * 372 4,278
---- ----------
30,722
TOTAL INVESTMENTS IN SECURITIES - 57.17%
(cost $51,067) $ 55,307
==========
</TABLE>
LEGEND
(a) Non-income producing
INCOME TAX INFORMATION
At June 30, 1996, the aggregate cost of investment securities for income
tax purposes was $51,067. Net unrealized appreciation aggregated $4,240
of which $5,343 related to appreciated investment securities and $1,103
related to depreciated investment securities.
The accompanying notes are an integral part of the financial statement.
JWB AGGRESSIVE GROWTH FUND
Financial Statements
Statement of Assets and Liabilities (Unaudited)
June 30, 1996
<TABLE>
<CAPTION>
<S> <C> <C>
ASSETS
Investments in securities, at value (cost $51,067) $ 55,307
Cash 50,299
Interest receivable 12
Receivable from the Investment Adviser 894
Deferred organization expenses 18,485
----------------
Total assets 124,997
LIABILITIES
Payable for investments purchased $ 8,245
Payable to affiliates -
Management fee 268
Administration fee 241
Accrued expenses and other liabilities 19,500
--------------
Total liabilities 28,254
----------------
NET ASSETS $ 96,743
================
NET ASSETS CONSIST OF:
Paid in capital $ 100,000
Undistributed net investment loss (2)
Accumulated net realized loss on investments (7,495)
Unrealized appreciation on investments 4,240
================
NET ASSETS, for 10,000 shares outstanding $ 96,743
================
NET ASSET VALUE and redemption price per share
($96,743 / 10,000 shares) $ 9.67
================
</TABLE>
The accompanying notes are an integral part of the financial statement.
JWB AGGRESSIVE GROWTH FUND
Financial Statements - continued
Statement of Operations (Unaudited)
For the period March 28,1996 (commencement of operations) to June 30, 1996
<TABLE>
<CAPTION>
<S> <C> <C>
INVESTMENT INCOME
Interest $ 590
Dividends 38
----------------
628
EXPENSES
Management fee $ 268
Administration fee 241
Amortization of organization expenses (Note 1) 1,015
-------------- ----------------
Total expenses 1,524
Less expenses reimbursable by the Investment Adviser (Note 2) (894)
----------------
Net expenses 630
----------------
NET INVESTMENT LOSS (2)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investment transactions (7,495)
Change in net unrealized appreciation of investments 4,240
----------------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (3,255)
----------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (3,257)
================
</TABLE>
The accompanying notes are an integral part of the financial statement.
JWB AGGRESSIVE GROWTH FUND
Financial Statements - continued
Statement of Changes in Net Assets (Unaudited)
<TABLE>
<CAPTION>
For the Period
March 28, 1996
(Commencement
of Operations) to
June 30, 1996
----------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations -
Net investment loss $ (2)
Net realized loss on investments transactions (7,495)
Net unrealized appreciation on investments 4,240
----------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS (3,257)
----------------
Fund share transactions -
Net proceeds from shares sold 100,000
----------------
NET INCREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS 100,000
----------------
NET INCREASE IN NET ASSETS 96,743
NET ASSETS
Beginning of period 0
================
End of period (including accumulated net investment loss $ 96,743
================
of $2)
OTHER INFORMATION
Shares outstanding at beginning of period 0
----------------
Shares sold 10,000
----------------
Net increase in Fund shares 10,000
----------------
Shares outstanding at end of period 10,000
================
</TABLE>
The accompanying notes are an integral part of the financial statement.
JWB AGGRESSIVE GROWTH FUND
Financial Highlights
The following table includes selected data for a share
outstanding throughout the period and other performance
information derived from the financial statements
<TABLE>
<CAPTION>
For the period
March 28, 1996
(commencement
of operations) to
June 30, 1996
(Unaudited)
----------------
<S> <C>
Net asset value, beginning of period $ 10.00
----------------
Income from investment operations -
Net investment loss (0.01)
Net realized and unrealized loss on investments transactions (0.32)
----------------
Total from investment operations (0.33)
Net asset value, end of period $ 9.67
================
TOTAL RETURN (%) (3.30)
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($) 96,743
Ratio of operating expenses to average net assets (%) 2.35
Ratio of adjusted operating expenses to average net assets (%) 5.68
Ratio of net investment income to average net assets (%) (0.01)
Ratio of adjusted net investment income to average net assets (%) (3.34)
Portfolio turnover rate (%) 193
Average brokerage commission ($) 0.0358
</TABLE>
(a) Annualized.
(b) Not annualized.
(c) The total return would have been lower had certain expenses during
the period not been reduced.
The accompanying notes are an integral part of the financial statement.
JWB AGGRESSIVE GROWTH FUND
Notes to Financial Statements For the period ended
June 30, 1996 (Unaudited)
1. Significant Accounting Policies.
JWB Aggressive Growth Fund is a newly organized, diversified investment company
that consists of one portfolio (the "Fund"). The Fund is organized as a
Massachusetts business trust and is registered under the Investment Company Act
of 1940. The Fund is authorized to issue an unlimited number of shares. The
financial statements have been prepared in conformity with generally accepted
accounting principles which permit management to make certain estimates and
assumptions at the date of the financial statements. The policies described
below are followed consistently by the Fund in the preparation of its financial
statements in conformity with generally accepted accounting principles.
Security Valuation. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the closing
bid price. Securities for which exchange quotations are not readily available,
are valued primarily using dealer-supplied valuations or at their fair value as
determined in good faith under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days of their purchase date are
valued at amortized cost or original cost plus accrued interest, both of which
approximate current value.
Federal Income Taxes. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment
companies, and to distribute all of its taxable income to its shareholders.
Accordingly, the Fund paid no federal income taxes, and no federal income tax
provision was required.
Distribution of Income and Gains. Distributions are recorded on the ex-dividend
date.
Distributions of net investment income are made annually. During any particular
year, net realized gains from investment transactions, in excess of available
capital loss carryforwards, would be taxable to the Fund if not distributed and,
therefore, will be distributed to shareholders. An additional distribution may
be made to the extent necessary to avoid the payment of a four percent federal
excise tax.
The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principals. These
differences relate primarily to foreign denominated investments, market
discount, defaulted bonds, partnerships, non-taxable dividends and losses
deferred due to wash sales. As a result, net investment income (loss) and net
realized gain (loss) on investment transactions for a reporting period may
differ significantly from distributions during such period. Accordingly, the
Fund may periodically make reclassifications among certain of its capital
accounts without impacting the net asset value of the Fund.
Investment Income. Dividend income is recorded on the ex dividend date. Interest
income, which included accretion of original issue discount, is accrued as
earned.
Security Transactions. Security transactions are accounted for as of trade date.
Gains and losses on securities sold are determined on the basis of identified
cost.
Organization Costs. Costs incurred by the Fund in connection with its
organization and initial registration of shares have been deferred and are being
amortized on a straight line basis over a five-year period.
2. Purchases and Sales of Securities.
For the period March 28, 1996 (commencement of operations) to June 30, 1996,
purchases and sales of investment securities (excluding short-term investments)
aggregated $166,260 and $107,698, respectively.
3. Related Parties.
Management Fee. The Fund has a management agreement with JWB Investment Advisory
& Research (the "Adviser"). Pursuant to this agreement, the Adviser directs the
investments of the Fund in accordance with its investment objectives, policies
and restrictions and determines the securities, instruments, and contracts
related to these investments to be purchased, sold or entered into by the Fund.
The Adviser receives a fee, calculated daily and paid monthly, equal to an
annual rate of 1% of average daily net assets. The Adviser has agreed to limit
Fund expenses, including the management fee, to 2.35% of the Fund's average
daily net assets. Accordingly, the reduction in the Fund's expenses collectively
with any additional amounts not borne by the Fund by virtue of the expense limit
amounted to $894. The Adviser reserves the right to terminate this limitation in
the future.
Administration Fee. The Fund has an administration agreement with JWB Management
Corporation to provide certain administrative and shareholder services, subject
to the supervision and direction of the Board of Trustees of the Fund. The
Administrator provides or contracts for a variety of services, including
monitoring the financial, accounting and administrative transactions of the
Fund, preparation of materials for meetings of the Board of Trustees,
coordinating the preparation of the semi-annual and annual financial statements,
preparation of tax returns and monitoring compliance procedures for the Fund. In
addition, the Administrator pays for certain expenses borne by the Fund
including the charges and expenses of the transfer agent, legal expenses,
bookkeeping and accounting costs, the costs incurred in the preparation and
mailing of the Fund's prospectus and sales and promotional material, and other
miscellaneous expenses not borne by the Fund. For these services, the Fund pay
the Administrator a fee, which is calculated daily and paid monthly, equal to an
annual rate of .90% of average daily net assets.
Messrs. John W. Bagwell, Gregory P. Lussier, Richard A. Barnett and Roger Y.
Dewa are directors and/or officers of the Adviser and/or its affiliates, as well
as Trustees of the Fund. The compensation of unaffiliated Trustees is borne by
the Fund.
4. Fund Share Transactions.
One shareholder owns 100% of the Fund's outstanding shares.
FORM N-1A
PART C. OTHER INFORMATION
Item 24. Financial Statements:
(a) Financial Statements:
The Registrant's financial statement for the period ended June 30,
1996 is incorporated by reference into the Registrant's Prospectus
and Statement of Additional Information. The financial statements
included are:
1. Semi-annual report dated June 30, 1996.
(b) Exhibits:
Except as noted, the following exhibits are being filed herewith:
1. Declaration of Trust of Registrant dated October 10, 1995 is hereby
incorporated by reference from the Registrant's Registration
Statement on Form N-1A (File No. 33-99124) as filed with the
Securities and Exchange Commission on November 8, 1995.
2. By-Laws of Registrant is hereby incorporated by reference from the
Registrant's Registration Statement on Form N-1A (File No.
33-99124) as filed with the Securities and Exchange Commission on
November 8, 1995.
3. Not applicable.
4. Form of Specimen Share Certificate is hereby incorporated by
reference from the Registrant's Pre-Effective Amendment #1 on Form
N1A (File No. 33-99124) as filed with the Securities and Exchange
on January 8, 1996.
5. Investment Advisory Agreement between JWB Investment Advisory &
Research and Registrant dated January 5, 1996 is hereby
incorporated by reference from the Registrant's Pre-Effective
Amendment #1 on Form N-1A (File No. 33-99124) as filed with the
Securities and Exchange on January 8, 1996.
6. Distribution Agreement between Registrant, The Declaration Group
and JWB Management Corp. dated January 5, 1996 is hereby
incorporated by reference from the Registrant's Pre-Effective
Amendment #1 on Form N-1A (File No. 33-99124) as filed with the
Securities and Exchange on January 8, 1996.
7. Not applicable.
8. Custody Agreement between Registrant and First National Bank of
Boston is hereby incorporated by reference from the Registrant's
Registration Statement on Form N-1A (File No. 33-99124) as filed
with Securities and Exchange Commission on November 8, 1995.
9. (b) Administration Agreement between Registrant and JWB Management
Corp. dated January 5, 1996 is hereby incorporated by reference
from the Registrant's Pre-Effective Amendment #1 on Form N-1A (File
No. 33-9124) as filed with the Securities and Exchange on January
8, 1996.
9. (c) Transfer Agency Agreement between Registrant and The
Declaration Group dated January 5, 1996 is hereby incorporated by
reference from the Registrant's Pre-Effective Amendment #1 on Form
N-1A (File No. 33-9124) as filed with the Securities and Exchange
on January 8, 1996.
10. Opinion and Consent of counsel is hereby incorporated by reference
from the Registrant's Registration Statement on Form N-1A (File No.
33-99124) as filed with the Securities and Exchange Commission on
November 8, 1995.
11. Consent of Independent Public Accountant is hereby incorporated by
reference from the Registrant's Pre-Effective Amendment #2 on Form
N-1A (File No. 33- 99124) as filed with the Securities and Exchange
on March 12, 1996.
12. Not applicable.
13. Mutual Fund Subscription Purchase Agreement is incorporated by
reference to the Registrant's Registration Statement on Form N- 1A
(File No. 33-19124) filed on November 8, 1995.
14. Not applicable.
15. Not applicable.
16. Not applicable.
17. (a) Power of Attorney of Roger Dewa is hereby incorporated by
reference from the Registrant's Pre-Effective Amendment #2 on Form
N-1A (File No. 33- 99124) as filed with the Securities and Exchange
on March 12, 1996.
17. (b) Power of Attorney of Richard Barnett is hereby incorporated by
reference from the Registrant's Pre-Effective Amendment #2 on Form
N-1A (File No. 33-99124) as filed with the Securities and Exchange
on March 12, 1996. 17.(c) Power of Attorney of Scott Hadley is
hereby incorporated by reference from the Registrant's
Pre-Effective Amendment #2 on Form N-1A (File No. 33-99124) as
filed with the Securities and Exchange on March 12, 1996.
17. (d) Power of Attorney of Wallace Y. Watanabe is hereby incorporated
by reference from the Registrant's Pre-Effective Amendment #2 on
Form N-1A (File No. 33-99124) as filed with the Securities and
Exchange on March 12, 1996.
17. (e) Power of Attorney of Terry S. Krznarich, M.D. is hereby
incorporated by reference from the Registrant's Pre-Effective
Amendment #2 on Form N-1A (File No. 33-99124) as filed with the
Securities and Exchange on March 12, 1996.
17. (f) Power of Attorney of Gregory P. Lussier is hereby incorporated
by reference from the Registrant's Pre-Effective Amendment #2 on
Form N-1A (File No. 33-99124) as filed with the Securities and
Exchange on March 12, 1996.
Item 25. Persons Controlled by or Under Common Control with Registrant.
The Registrant does not directly or indirectly control any person. Alice P.
Kakaio owns 100% of the Fund's shares as of the date of this filing.
JWB Investment Advisory & Research, the Registrant's investment adviser
(the"Adviser") is a sole proprietor, wholly owned by John W. Bagwell.
JWB Management Corp., the Registrant's Administrator is a Hawaii
corporation. John W. Bagwell, CEO owns 51% of the stock.
Item 26. Number of Holders of Securities.
There was one record holder of the Fund as of the date of this filing.
Item 27. Indemnification.
Section 8.4 of the Declaration of Trust filed on October 10, 1995, provides
for indemnification of the Registrant's trustees and officers under certain
circumstances.
Insofar as indemnification for liability arising under the Act may be
permitted to trustees, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a trustee, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser.
All of the information required by this item is set forth in the Form ADV,
as amended, of JWB Investment Advisory & Research (File No. 801-43795). The
following sections of Form ADV are incorporated herein by reference:
(a) Items 1 and 2 of Part II
(b) Section 6, Business Background, of each Schedule D.
Item 29. Principal Underwriter.
(a) The Declaration Group, the principal underwriter of the Registrant,
currently acts as a principal underwriter for the following investment
companies:
1. The Joshua Mutual Fund, Inc., and
2. The Declaration Fund
(b) Directors and Officers of The Declaration Group are as follows:
Positions and Offices Position and Offices
Name with Underwriter with Registrant
Terrence P. Smith Chairman, CEO & President None
555 North Lane, Suite #6160
Conshohocken, PA 19428
(c) Not applicable as of this date.
Item 30. Location of Accounts and Records.
(a) The Declaration of Trust, by-laws, minute books and procedural
information of the Registrant are in the physical possession of JWB
Management Corp., Century Square Building, 1188 Bishop Street, Suite #
1712, Honolulu, HI 96813.
(b) All books and records required to be maintained by the custodian and
fund accounting agent are held at: The First National Bank of Boston, 150
Royall Street, Canton, MA 02021.
(c) All books and record required to be maintained by the transfer agent
and distributor are held at: The Declaration Group, 555 North Lane,
Conshohocken, PA 19428.
Item 31. Management Services.
JWB Management Corp. has engaged the services of Brown Legal Resources,
Inc., 152R Main Street, Wenham, MA 01984, to provide certain administrative
legal assistance to the management of the Fund. Brown Legal Resources will
be providing compliance instructions, assisting with Board of Trustees
materials on a quarterly basis and providing assistance with all other
regulatory filings required for the Trust.
Item 32. Undertakings.
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 the Investment Company Act of 1940,
as amended) has duly caused this Post-Effective Amendment No. 1 to the
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 26th day of
August, 1996.
JWB Aggressive Growth Fund
By: /s/ John W. Bagwell
-----------------------------------
John W. Bagwell
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registrant's Registration Statement has been signed below
by the following persons in the capacities and on the dates
indicated:
Signature Date
/s/ John W. Bagwell 8/26/96
- ---------------------------------
John W. Bagwell
Trustee and President of the Fund
/s/ John W. Bagwell* 8/26/96
- ---------------------------------
Gregory P. Lussier
Trustee and Chief Financial Officer of the Fund
/s/ John W. Bagwell* 8/26/96
- ---------------------------------
Richard A. Barnett
Trustee
/s/ John W. Bagwell* 8/26/96
- ---------------------------------
Roger Y. Dewa
Trustee and Secretary
/s/ John W. Bagwell* 8/26/96
- ---------------------------------
Scott Hadley
Trustee
/s/ John W. Bagwell* 8/26/96
- ---------------------------------
Wallace Y. Watanbe
Trustee
/s/ John W. Bagwell* 8/26/96
- ---------------------------------
Terry S. Krznarich, M.D.
Trustee
* Signed as attorney in fact.
