As filed with the Securities and Exchange Commission on January 8, 1995
1933 Act Registration No. 33-99124
1940 Act Registration No. 811-9132
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
Pre-Effective Amendment No. 1 /x/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 1 /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
Registrant herby amends this Registration Statement on such date as may be
neccessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of Securities Act of
1933 or until the Registration Statement shall become effective on such date as
the Commission, acting pursuant to Section 8(a) may determine.
The Registrant herby declares an indefinite of its shares of beneficial interest
pursuant to Rule 24f-2 under the Investment Company Act of 1940,as amended.
<PAGE>
CROSS REFERENCE SHEET
(as required by rule 495)
JWB AGGRESSIVE GROWTH FUND
N-1A ITEM NO. LOCATION
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis not applicable
Item 3. Condensed Financial Information Fees and Expenses;
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 Distributions;
Tax and General Information
Item 7. Purchase of Securities being Offered How to Purchase of Shares;
Net Asset Value, and Special
Plans
Item 8. Redemption or Repurchase How to Redeem Shares
<PAGE>
PART B
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 Fund
Item 16. Investment Advisory and Other Services Investment Advisory and
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 Offered Information; Net Asset
Value
Item 20. Tax Status Taxes and Distributions
Item 21. Underwriters Investment Advisory and
Other Services
Item 22. Calculation of Performance Data Performance Information
Item 23. Financial Statement 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.
<PAGE>
Prospectus dated January 6, 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. serves as
administrator for the Fund (the "Administrator").
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 January 6, 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: 1-800-506-9403.
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.
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]
Investment Objectives and Policies....[3-4] Special Plans...................[7]
Performance.............................[4] How to Redeem Shares..........[7-8]
Management of the Fund................[4-5] Dividends and Distributions.....[8]
Net Asset Value.........................[5] Tax and General Information...[8-9]
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 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 net assets:
Management Fees............................ 1%
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 that
those shown. You can refer to the sections "How to Purchase Shares" and
"Management of 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) 5%
annual return and (2) redemption at the end of each period:
1 Year 3 Years
$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 total Fund operating expenses
will not exceed 2.35%* of the Fund's average net assets.
<PAGE>
Pg. 3
INVESTMENT OBJECTIVE AND POLICIES
The Fund is a diversified mutual fund whose objective is to seek capital
appreciation. The Fund seeks to achieve this objective through investments
primarily in the common stock of companies 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 companies' 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 is 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 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 high quality short-term debt securities and money
market instruments, including repurchase agreements. 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 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
some other 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%.
<PAGE>
Pg. 4
A turnover rate of 100% would occur, for example, if all the investments in the
Fund's portfolio at the beginning of the year were replaced by the end of the
year.
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 one industry, and (3)
the Fund may only borrow for temporary or emergency purposes, which borrowings
may not exceed one-third of its total assets.
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 assumes
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.
<PAGE>
Pg. 5
ADVISOR - JWB INVESTMENT ADVISORY & RESEARCH. 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 the Advisor a monthly fee of 1% of its average
daily net assets.
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.
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, custodian fees, legal
and auditors' 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 the
salaries for the Fund's research assistant(s) and marketing representatives.
THE ADMINISTRATOR HAS CONTRACTED WITH BROWN LEGAL RESOURCES, INC., 152R Main
Street, Wenham, Massachusetts to provide assistance on many of the
administrative functions. For the services provided to the Fund by the
Administrator, the Fund pays to the Administrator a monthly fee of .90% of the
Fund's average daily net assets.
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,
Canton, Massachusetts 02021 serves as custodian and accounting agent for the
Fund. The 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 of shares of the Fund.
<PAGE>
Pg. 6
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 (1-800-506-9403) concerning questions on how to fill out
the account application forms or general questions concerning the Fund.
Completed and signed applications should be mailed or transmitted by facsimile
to Shareholder Services.
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 Funds transfer agent.
FOR INFORMATION about investing in the Fund through a tax-deferred retirement
plan, such as an Individual 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 1-800-506-9403 OR WRITE TO
SHAREHOLDER SERVICES AT THE ADDRESS SET FORTH ABOVE. 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. Checks should be drawn on
a U.S. bank.
SEND YOUR PURCHASE ORDER TO:
JWB Aggressive Growth Fund
c/o Declaration Service Company
P.O. Box 9006
Valley Forge, PA 19485
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:____________________
Shareholder's Account Number:________________
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 re-invest dividends during a time when sales
were suspended.
<PAGE>
Pg. 7
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 pre-designated 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 over $100 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.
AUTOMATIC DIVIDEND INVESTMENT PLAN. Shareholders may elect to have all dividends
and distributions declared and paid in cash or re-invested automatically at net
asset value. {See "dividends and distributions, and tax information" on page
8-9.}
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 and accepted. You may redeem your shares
by mail or telephone. REDEMPTIONS FROM RETIREMENT ACCOUNTS (IRA'S AND OTHER
QUALIFIED ACCOUNTS) MUST BE IN WRITING (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 that the mailing or wiring of redemption proceeds on shares
purchased by personal, corporate or government check 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 check.
<PAGE>
Pg. 8
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) establish certain services after the account is opened; (2)
requests for redemptions by mail or telephone in excess of $10,000; (3) redeem
or exchange 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) transfer 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 $1,000 for
non-qualified accounts or $100 for qualified accounts (such as IRA's, 401k's,
etc.), 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.
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. Dividends and distributions declared by the Fund will be
re-invested unless you choose an alternative payment option on the application
form. Dividends not re-invested are paid by check.
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 re-investment 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.
<PAGE>
Pg. 9
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.
This tax discussion set forth above is included for general information only.
Prospective investors should consult their own tax advisors concerning the
federal, state, local or foreign tax consequences of 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 FUND WILL SEND OUT A MONTHLY REPORT detailing portfolio composition, price
and a short description of what drives each buy & 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
your account. In an effort to conserve on the Fund's printing and mailing costs,
the Fund plans to consolidate the mailing of its financial reports by household.
This means that a household having 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 & sell 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 1-800-506-9403.
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.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
JWB AGGRESSIVE GROWTH FUND
This Statement of Additional Information is not a prospectus but should be read
in conjunction with the Fund's Prospectus dated January 6, 1996, which may be
obtained by writing the Fund at Century Square Building, 1188 Bishop Street,
Suite #1712, Honolulu, HI 96813.
TABLE OF CONTENTS
Investment Policies and Limitations.......................................[2-3]
Portfolio Transactions......................................................[3]
Management of the Fund......................................................[4]
Investment Management and Administration....................................[5]
Performance Information.....................................................[6]
Taxes and Distributions.....................................................[7]
Description of the Trust....................................................[8]
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
<PAGE>
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" (as defined in the Investment Company Act of 1940) of the Fund.
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 33 1/3% 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;
(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;
<PAGE>
Pg. 3
(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
(often referred to as "ADR's"). ADR's are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by depository banks
and generally traded 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 also 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 accrued 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, in executing portfolio
transactions and selecting brokers and dealers, 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, assistance with the placement of sales for the Fund and
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. 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 a
particular transaction or in terms of all the accounts over which investment
discretion is exercised). In such case, the Board of Trustees will review the
commissions paid by the Fund to determine if the commissions paid over
representative 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.
<PAGE>
Pg. 4
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 (34), Currently Trustee and President of the Fund, and serves
as Chief Executive Officer for JWB Management Corp (since 10/95 to present).
Prior to this service, he served as a general securities principal for Polaris
Financial Services, Inc. (from 6/93 - 10/95). Currently Mr. Bagwell also serves
as a registered investment advisor with JWB Investment Advisory & Research
(since 4/93 to present). Mr. Bagwell served as a general securities principal &
registered representative for Mariner Financial Services, Inc. (from 11/91 -
6/93) and as a registered representative for Gaidos/Tani Associates (from 11/91
- - 12/92) and Money Concepts International (from 7/90 - 11/91). His business
address is Century Square Building, 1188 Bishop Street, Suite 1712, Honolulu,
Hawaii 96813.
*Marko D. Popovic (34), Currently Trustee and Chief Financial Officer of the
Fund, serves as Chief Financial Officer for JWB Management Corp. (since 10/95 to
present) and as Chief Executive Officer of The Wellington Group, Ltd. (since
10/95 to present). Mr. Popovic serves as Chief Executive Officer for First
Capital Benefit Group, Inc. (since 10/93 to present). Mr. Popovic served as
regional sales director for Harden and Associates (from 1/92 - 9/93). He also
served as Chief Executive Officer of The Tutoring Company (from 7/89 - 1/92).
His business address is Century Square Building, 1188 Bishop Street, Suite 1712,
Honolulu, Hawaii 96813.
*Richard A. Barnett (32), Currently Trustee and Chief Operating Officer of the
Fund, serves as Chief Operating Officer for JWB Management Corp. (since 10/95 to
present) and serves as the President of The Wellington Group, Ltd. (since 10/95
to present). Mr. Barnett is also the President of Personal Financial Planning
(from 1/94 to present). Previously, Mr. Barnett served as Vice President to the
Jameson Financial Group (from 9/92 - 12/93) and as an agent of American United
Life (from 10/90 - 8/92). His business address is Century Square Building, 1188
Bishop Street, Suite 1712, Honolulu, Hawaii 96813.
*Roger Y. Dewa (58), Currently Trustee and Secretary of the Fund, and serves as
Secretary and General Counsel to JWB Management Corp. (since 10/95 to present).
Mr. Dewa has been practicing law as a sole proprietor since 1969. His business
address is Century Square Building, 1188 Bishop Street, Suite 1712, Honolulu,
Hawaii 96813.
Scott Hadley (30), Trustee of the Fund (as of 1/5/96 to present). Mr. Hadley has
been an employee of McDonnell Douglas Corporation (from 1/90 to present). Prior
to this position Mr. Hadley was in the U.S. Army (from 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 (as of 1/5/96 to present). Mr.
Watanabe serves as President of the Honolulu City & County Employees Federal
Credit Union (from 6/72 to present). Mr. Watanabe business address is 832 S.
Hotel St., Honolulu, HI 96813-2590.
Terry S. Krznarich, M.D. (34), Trustee of the Fund (as of 1/5/96 to present).
Mr. Krznarich serves as a Medical Doctor at Saint Johns Hospital (since 6/92 to
present). Prior to this service, Doctor Krznarich was pursuing his education.
His business address is 22101 Moross St., Detroit, MI 48236.
The disinterested trustees serve on the audit committee in compliance with the
Investment Company Act of 1940. 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 his 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.
<PAGE>
Pg. 5
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 his affiliates.
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, reports and other communications to shareholders, expenses of
registering and qualifying shares for sale, fees of Trustees who are not
"interested persons" of the Advisor or Administrator, and the fidelity bond
premiums.
For the services and facilities provided to the Fund by the Advisor, the Fund
pays to the Advisor a monthly fee of 1% of the average daily net assets. For the
services provided to the Fund by the Administrator, the Fund pays to the
Administrator a monthly fee of .90% of the Fund's average daily net assets.
The total operating expenses of the Fund, exclusive of taxes, interest,
brokerage commissions and extraordinary expenses, but inclusive of the Advisor's
and Administrator's fees, are subject to the most restrictive of the expense
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 2.5% 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 2.5%.
The Board of Trustees of the Fund (including a majority of the Trustees who are
not "interested persons" of the Fund) is expected to approve 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 on 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
his 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) for which the Fund is
considering buying or selling, or (iii) for which the Fund 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.
<PAGE>
Pg. 6
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 unaverage or cumulative
total returns 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.
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. ("Lipper"), 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.
<PAGE>
Pg. 7
TAXES AND DISTRIBUTIONS
Each investor should consult a tax advisor regarding the effect of federal,
state and local taxes on an investment in the Fund.
TAXATION OF THE FUND. The Fund intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code (the "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, and/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
shareholders cost basis, such distribution nevertheless would be taxable to the
shareholder as ordinary income or 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
includes 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
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 exempt-interest dividend) will be treated as long-term capital loss to the
extent of the long-term capital previously recognized.
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 qualify for the dividend received deductions. 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.
<PAGE>
Pg. 8
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 trust's 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 including 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. As
a shareholder, you receive one vote for each dollar value of net asset value you
own. 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. 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.
<PAGE>
FORM N-1A
PART C. OTHER INFORMATION
Item 24. Financial Statements:
(a) Financial Statements:
The Registration's financial statement for the seed money in
the Fund is incorporated by reference into the Registrant's
Prospectus and Statement of Additions Information. The
financial statements included are:
1. Balance Sheet dated December 19, 1995.
(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 form 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
form the Registrant's Registration Statement on Form N-1A
(File No. 33-99124) as filed with Securities and Exchange
Commission on November 8, 1995.
3. Not applicable.
4. Form of Specimen Share Certificate is filed herein.
5. Form of Investment Advisory Agreement between JWB
Investment Advisory & Research and the Registrant dated
January 5, 1996 is filed herein.
6. Distribution Agreement between Registrant, Declaration
Distributors, Inc., and JWB Management Corp. dated January 5,
1996 is filed herein.
7. Not applicable.
8. Custody Agreement between Registrant and First National
Bank of Boston is hereby 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.
<PAGE>
Pg. 2
9(b). Administration Agreement between Registrant and JWB
Management Corp. dated January 5, 1996 is filed herein.
9(c). Transfer Agency Agreement between Registrant and
Declaration Services company dated January 5, 1996 is filed
herein.
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 Accountant dated December 19, 1995
TO BE FILED BY AMENDMENT.
12. Not applicable.
13. Mutual Fund Subscription Purchase Agreement is
incorporated by reference to the fund's Registration
Statement filed on November 8, 1995.
14. Not applicable.
15. Not applicable.
16. Not applicable.
17(a). Power of Attorney of Marko D. Popovic TO BE FILED BY
AMENDMENT.
17(b). Power of Attorney of Richard Barnett TO BE FILED BY
AMENDMENT.
17(c). Power of Attorney of Scott Hadley TO BE FILED BY
AMENDMENT.
17(d). Power of Attorney of Wallace Y. Watanabe TO BE FILED
BY AMENDMENT.
17(e). Power of Attorney of Terry S. Krznarich, M.D. TO BE
FILED BY AMENDMENT.
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. The Administrator's stock is owned in the
following proportions:
John W. Bagwell, CEO owns 51% of the stock.
<PAGE>
Pg. 3
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 10th, 1995 provides for Imdefication of the
Registrants Trustees & Officers under certain circumstances.
Insofar as indemnification for liability arising under the
Act may be permitted to directors, 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 Distributors, Inc., the principal
underwriter of the Registrant, currently acts as a principal
underwriter for the following investment companies:
1. The Joshu Mutual Fund, Inc., and
2. Declaration Fund
<PAGE>
Pg. 4
(b) Directors and Officers of The Declaration Group are as
follows:
<TABLE>
<S> <C> <C>
NAME: Terence P. Smith POSITIONS AND OFFICES POSITIONS AND
555 North Lane, Suite #6160 WITH UNDERWRITER: OFFICES WITH
Conshohocken, PA 19428 Chairman & CEO & REGISTRANT:
President None
</TABLE>
(c) not applicable as of this date.
Item 30. Location of Accounts and Records
(a) The Declaration Group 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 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 distributer 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 to provide
administrative legal assistant to the management of the fund.
Brown Legal Resources will be providing compliance
instructions, assisting with Board of Trustees material on a
quarterly basis and providing assistance with all other
regulatory filings for the Trust.
Item 32. Undertakings.
The Registrant undertakes to file an amendment to the
registration statement with financial statements which need
not be certified, within four to six months from the effective
date of the Registrant's Registration Statement under the
Securities Act of 1933.
<PAGE>
Pg. 5
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933 and the Investment Act
of 1940, the Registrant (certifies that it meets all of the requirements of this
registration statement under the Securities Act of 1933 and the Investment
Company Act of 1940, as amended) has duly caused this Pre-effective Registration
statement no. 1 to be signed on its behalf by the undersigned, thereto duly
authorized in the City of Honolulu, and State of Hawaii on the 31st day of
December, 1995.
JWB Aggressive Growth Fund
By:/s/ John W. Bagwell
---------------------
John W. Bagwell
Trustee
Pursuant to the requirements of the Securities Act of 1933, this Pre-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 1/5/96
- ------------------- ---------
John W. Bagwell
Trustee
<PAGE>
Pg. 6
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT TITLE PAGE NUMBER
4. Form of Specimen Share Certificate. 1
5. Form of Investment Advisory Agreement between
JWB Investment Advisory & Research and the
Registrant dated January 5, 1996. 1
6. Distribution Agreement between Registrant, The
Declaration Group and JWB Management Corp.
dated January 5, 1996. 1
9b. Administration Agreement between Registrant and
JWB Management Corp. dated January 5, 1996. 2
9c. Transfer Agency Agreement between Registrant, and 2
Declaration Service Company dated January 5, 1996.
The Commonwealth of Massachusetts
Number Shares
**1** *100**
JWB AGGRESSIVE GROWTH FUND
Aggressive Growth Portfolio
par value $0.01 per share
This Certifies that **Barbara D. Gilmore of Peabody is the owner of **100**
Shares in the Aggressive Growth Portfolio of JWB Aggressive Growth Fund created
by a Declaration of Trust dated October 10, 1995 and recorder with Secretary of
State of The Commonwealth of Massachusetts which shares are fully paid and non-
assessable, and subject to the provisions of this Trust, are transferable by
assignment endorsed thereon, and, the surrender of this certificate.
IN WITNESS WHEREOF, the Trustees hereunto set their hands and have caused their
seal to be affixed hereto this Tenth day of October A.D. 1995.
/s/ Bryan G. Tyson /s/ Bryan G. Tyson
President Treasurer
POWER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, conveys and transfers
unto _________________ one hundred (100) shares of beneficial interest, par
value $.01 per share, of the Aggressive Growth Portfolio of JWB Aggressive
Growth Fund, a trust with transferable shares under Massachusetts law, standing
in the name of the undersigned on the books of said trust represented by
certificate no. 1 herewith, and does hereby irrevocably constitute and appoint
John W. Bagwell, Trustee true and lawful attorney to make and execute all
necessary acts of assignment and transfer thereof, including without limitation
transferring said shares on the books of said trust, with full power of
substitution in the premises.
Dated: 12/14/95 /s/ Barbara D. Gilmore
-------- ----------------------
INVESTMENT ADVISORY ENGAGEMENT FOR THE JWB AGGRESSIVE
GROWTH FUND
JWB Investment Advisory & Research (the "Advisor") herewith confirms its
agreement with JWB Aggressive Growth Fund, a Massachusetts business trust (the
"trust") as follows:
1. Investment Description: Appointment
The Trust desires to employ its capital by investing and reinvesting in
investment of the kind and in accordance with the limitations specified in its
Declaration of Trust, as the same from time to time may be amended, and in its
Registration Statement as from time to time in effect, and in such manner and to
such extent as may from time to time be approved by the Board of Trustees of the
Trust. Copies of the Trust's Registration Statement and Declaration of Trust,
have been submitted to JWB Management Corp. and JWB Investment Advisory &
Research.
2. Services as Investment Advisor
Subject to the supervision and direction of the Board of Trustees of the Trust,
the Advisor will (a) act in conformity with the Trust's Declaration of Trust,
the Investment Company Act of 1940, as amended and (b) manage the Trust's
portfolio on a discretionary basis in accordance with its investment objective
and policies as stated in the Trust's Registration Statement as from time to
time in effect, (c) make investment decisions and exercise voting rights in
respect of portfolio securities for the Trust, (d) place purchase and sale
orders on behalf of the Trust and (e) employ professional portfolio managers and
securities analysts to provide research services to the Trust. In providing
these services, the Adviser will provide investment research and supervision of
the Trust's investments and conduct a continual program of investment research
and supervision of the Trust's investments and sale and reinvestment of the
Company's assets.
3. Brokerage
In executing transactions for the Trust and selecting brokers or dealers, the
Advisor will use its efforts to seek the best overall terms available. In
assessing the best overall terms available for and Trust transaction, the
Advisor will consider all factors it deems relevant including, but not limited
to, breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer and the
reasonableness of any commission for the specific transaction and on a
continuing basis. In selecting brokers or dealers to execute and transaction and
in evaluating the best overall terms available, the Advisor may consider the
brokerage and research services (as those terms are defined in Section 28(e) of
the Securrities Exchange Act of 1934) provided to the Trust and/or other
accounts over which the Advisor or an affiliate exercises investment discretion.
4. Standard of Care
The Advisor shall exercise its best judgement in rendering the services
described in paragraph 2 above. The Advisor shall not be liable for any error of
judgement or mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, provided that nothing herein
shall be deemed to protect the Advisor against any liability to which the
Advisor would otherwise be subjected by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties under this
Agreement ("disabling conduct"). The Trust will indemnify the Adviser against
and hold it harmless from, any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit not resulting from disabling conduct by the
Adviser. Indemnification shall be made only following: (i) a final decision on
the merits by a court or other body before whom the whom the proceeding was
brought that the person to be indemnified was not liable by reason of disabling
conduct or (ii) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the person to be indemnified was not
liable by reason of disabling conduct by (a) the vote of a majority of a quorum
of non-party trustees who are not "interested persons" of the Trust or (b) an
independent legal counsel in a written opinion.
5. Compensation
In consideration of the services rendered pursuant to this Agreement, the Trust
will pay the Advisor after the end of the calendar month during which the
Closing Date (as defined below) occurs and after the end of each calendar month
thereafter a fee for the previous month computed monthly at the annual rate of
on the Trust's average monthly new assets.
6. Expenses
The Advisor will bear all expenses in connection with the performance of its
services under this Agreement, including compensation of and office space for
its officers and employees connected with providing services under this
Agreement, as well as the fees of all trustees of the Trust who are affiliated
with the Adviser or any of its affiliates. The Trust will bear certain other
expenses to be included in its operation, including: organizational expenses,
taxes, interest, brokerage costs and commissions and stock exchange fees; fees
of Trustees of the Trust who are not officers, directors or employees of the
Adviser or any of its affiliates; Securities and Exchange Commission fees, state
Blue Sky qualification fees; charges of the custodian, any subcustodian and
transfer and dividend-paying agents; expense in connection with the Trust's
dividend reinvestment and cash purchase plan; insurance premiums; outside
auditing, pricing and legal expenses; costs attributable to investor services,
including, without limitation, telephone and personnel expenses; costs of
shareholder's reports and meetings of the shareholders of the Trust and of the
officers or Board of Trustees of the Trust; membership fees in trade
associations; stock exchange listing fees and expenses; litigation and other
extraordinary or non-recurring expenses.
7. Services to Other Companies or Accounts
The Trust understands that the Adviser now acts, will continue to act or may in
the future act as investment adviser to fiduciary and other managed accoiunts or
as investment adviser to one or more other investment companies, and the Trust
has no objection to the Adviser so acting.
8. Term of Agreement
This Agreement shall become effective as of the Closing Date and shall continue
for an initial two year term and shall continue thereafter so long as such
continuance is specifically approved at least annually by (i) the Board of
Trustees of the Trust or (ii) a vote of a majority of the Trust's outstanding
voting securities, provided that in either event the continuance is also
approved by a majority of the Board of Trustees who are not "interested persons"
of any party to this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This Agreement is terminable, without
penalty, on 60 days written notice, by the Board of Trustees of the Trust or by
the Advsier or by vote of holders of a majority of the Trust's outstanding
shares. This Agreement will also terminate automatically in the event of its
assignment.
9. Entire Agreement
This Agreement constitutes the entire agreement among the parties hereto.
10. Governing Law
This Agreement shall be governed by and continued and enforced in accordance
with the laws of the State of Hawaii.
If the foregoing accurately sets forth our agreement, kindly indicate your
acceptance hereof by signing and returning the enclosed copy hereof.
Very Truly yours,
JWB Investment Advisory & Research
By: ______________________________
Accepted:
JWB Aggressive Growth Fund
by: ______________________
EXHIBIT 6
JWB AGGRESSIVE GROWTH FUND
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 8th
day of December, 1995 by and among JWB AGGRESSIVE GROWTH FUND (the
"Fund"), a Massachusetts Business Trust, JWB MANAGEMENT CORP. (the "Man-
ager"), a Hawaii corporation, and DECLARATION DISTRIBUTORS, INC. (the
"Distributor"), a Pennsylvania corporation.
WITNESSETH THAT:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act") and has registered its shares of beneficial interest (the "Shares")
under the Securities Act of 1933, as amended (the "1933 Act") in one or
more distinct series of Shares (the "Portfolio" or "Portfolios");
WHEREAS, the Manager has been appointed to provide (day to day admin-
istrative services to the Fund;
WHEREAS, the Distributor is a broker-dealer registered with the U.S.
Securities and Exchange Commission (the "SEC") and a member in good stand-
ing of the National Association of Securities Dealers, Inc. (the "NASD");
WHEREAS, the Fund, the Manager and the Distributor desire to enter
into this Agreement pursuant to which the Distributor will provide distri-
bution services to the Portfolios of the Fund identified on Schedule A, as
may be amended from time to time, on the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Fund, the Manager and the Distributor,
intending to be legally bound hereby, agree as follows:
1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints the Distribu-
tor as its exclusive agent for the distribution of the Shares, and the
Distributor hereby accepts such appointment under the terms of this Agree-
ment. The Fund shall not sell any Shares to any person except to fill or-
ders for the Shares received through the Distributor; provided, however,
that the foregoing exclusive right shall not apply: (i) to Shares issued
or sold in connection with the merger or consolidation of any other in-
vestment company with the Fund or the acquisition by purchase or otherwise
of all or substantially all of the assets of any investment company or
substantially all of the outstanding shares of any such company by the
Fund; (ii) to Shares which may be offered by the Fund to its shareholders
for reinvestment of cash distributed from capital gains of net investment
income of the Fund; or (iii) to Shares which may be issued to shareholders
of other funds who exercise any exchange privilege set forth in the Fund's
Prospectus. Notwithstanding any other provision hereof, the Fund may ter-
minate, suspend, or withdraw the offering of the Shares whenever, in its
sole discretion, it deems such action to be desirable, and the Distributor
shall process no further orders for Shares after it receives notice of
such termination, suspension or withdrawal.
2. FUND DOCUMENTS. The Fund has provided the Administrator with prop-
erly certified or authenticated copies of the following Fund related docu-
ments in effect on the date hereof: the Fund's organizational documents,
including Trust Indenture and By-Laws; the Fund's Registration Statement
on Form N-1A, including all exhibits thereto; the Fund's most current Pro-
spectus and Statement of Additional Information; and resolutions of the
Fund's Board of Trustees authorizing the appointment of the Distributor
and approving this Agreement. The Fund shall promptly provide to the Dis-
tributor copies, properly certified or authenticated, of all amendments or
supplements to the foregoing. The Fund shall provide to the Distributor
copies of all other information which the Distributor may reasonably re-
quest for use in connection with the distribution of Shares, including,
but not limited to, a certified copy of all financial statements prepared
for the Fund by its independent public accountants. The Fund shall also
supply the Distributor with such number of copies of the current Prospec-
tus, Statement of Additional Information and shareholder reports as the
Distributor shall reasonably request.
3. DISTRIBUTION SERVICES. The Distributor shall sell and repurchase
Shares as set forth below, subject to the registration requirements of the
1933 Act and the rules and regulations thereunder, and the laws governing
the sale of securities in the various states ("Blue Sky Laws"):
a. The Distributor, as agent for the Fund, shall sell Shares to
the public against orders therefor at the public offering price, which
shall be the net asset value of the Shares then in effect.
b. The net asset value of the Shares shall be determined in the
manner provided in the then current Prospectus and Statement of Addi-
tional Information. The net asset value of the Shares shall be calcu-
lated by the Fund or by another entity on behalf of the Fund. The Dis-
tributor shall have no duty to inquire into or liability for the accu-
racy of the net asset value per Share as calculated.
c. Upon receipt of purchase instructions, the Distributor shall
transmit such instructions to the Fund or its transfer agent for reg-
istration of the Shares purchased.
d. The Distributor shall also have the right to take, as agent for
the Fund, all actions which, in the Distributor's judgment, are neces-
sary to effect the distribution of Shares.
e. Nothing in this Agreement shall prevent the Distributor or any
"affiliated person" from buying, selling or trading any securities for
its or their own account or for the accounts of others for whom it or
they may be acting; provided, however, that the Distributor expressly
agrees that it shall not for its own account purchase any Shares of
the Fund except for investment purposes and that it shall not for its
own account sell any such Shares except for redemption of such Shares
by the Fund, and that it shall not undertake activities which, in its
judgment, would adversely affect the performance of its obligations to
the Fund under this Agreement.
f. The Distributor, as agent for the Fund, shall repurchase Shares
at such prices and upon such terms and conditions as shall be speci-
fied in the Prospectus.
4. DISTRIBUTION SUPPORT SERVICES. In addition to the sale and repur-
chase of Shares, the Distributor shall perform the distribution support
services set forth on Schedule B attached hereto, as may be amended from
time to time. Such distribution support services shall include: Review of
sales and marketing literature and submission to the NASD; NASD record-
keeping; and quarterly reports to the Fund's Board of Trustees. Such dis-
tribution support services may also include: fulfillment services, includ-
ing telemarketing, printing, mailing and follow-up tracking of sales
leads; and licensing Manager or Fund personnel as registered representa-
tives of the Distributor and related supervisory activities.
5. REASONABLE EFFORTS. The Distributor shall use all reasonable ef-
forts in connection with the distribution of Shares. The Distributor shall
have no obligation to sell any specific number of Shares and shall only
sell Shares against orders received therefor. The Fund shall retain the
right to refuse at any time to sell any of its Shares for any reason
deemed adequate by it.
6. COMPLIANCE. In furtherance of the distribution services being pro-
vided hereunder, the Distributor and the Fund agree as follows:
a. The Distributor shall comply with the Rules of Fair Practice of
the NASD and the securities laws of any jurisdiction in which it
sells, directly or indirectly. Shares.
b. The Distributor shall require each dealer with whom the Distrib-
utor has a selling agreement to conform to the applicable provisions
of the Fund's most current Prospectus and Statement of Additional In-
formation, with respect to the public offering price of the Shares.
c. The Fund agrees to furnish to the Distributor sufficient copies
of any agreements, plans, communications with the public or other ma-
terials it intends to use in connection with any sales of Shares in a
timely manner in order to allow the Distributor to review, approve and
file such materials with the appropriate regulatory authorities and
obtain clearance for use. The Fund agrees not to use any such materi-
als until so filed and cleared for use by appropriate authorities and
the Distributor.
d. The Distributor, at its own expense, shall qualify as a broker
or dealer, or otherwise, under all applicable Federal or state laws
required to permit the sale of Shares in such states as shall be mutu-
ally agreed upon by the parties; provided, however that the Distribu-
tor shall have no obligation to register as a broker or dealer under
the Blue Sky Laws of any jurisdiction if it determines that register-
ing or maintaining registration in such jurisdiction would be uneco-
nomical.
e. The Distributor shall not, in connection with any sale or so-
licitation of a sale of the Shares, or make or authorize any represen-
tative, service organization, broker or dealer to make, any represen-
tations concerning the Shares except those contained in the Fund's
most current Prospectus covering the Shares and in communications with
the public or sales materials approved by the Distributor as informa-
tion supplemental to such Prospectus.
7. EXPENSES. Expenses shall be allocated as follows:
a. The Fund shall bear the following expenses: preparation, setting
in type, and printing of sufficient copies of the prospectus and
Statement of Additional Information for distribution to existing
shareholders; preparation and printing of reports and other communica-
tions to existing shareholders; distribution of copies of the Prospec-
tus, Statement of Additional Information and all other communications
to existing shareholders; registration of the Shares under the Federal
securities laws; qualification of the Shares for sale in the jurisdic-
tions mutually agreed upon by the Fund and the Distributor; transfer
agent/shareholder servicing agent services; supplying information,
prices and other data to be furnished by the Fund under this Agree-
ment; and any original issue taxes or transfer taxes applicable to the
sale or delivery of the Shares or certificates therefor.
b. The Manager shall pay all other expenses incident to the sale
and distribution of the Shares sold hereunder, including, without lim-
itation: printing and distributing copies of the Prospectus, Statement
of Additional Information and reports prepared for use in connection
with the offering of Shares for sale to the public; advertising in
connection with such offering, including public relations services,
sales presentations, media charges, preparation, printing and mailing
of advertising and sales literature; data processing necessary to sup-
port a distribution effort; distribution and shareholder servicing ac-
tivities of broker-dealers and other financial institutions; filing
fees required by regulatory authorities for sales literature and ad-
vertising materials; any additional out-of-pocket expenses incurred in
connection with the foregoing and any other costs of distribution.
8. COMPENSATION. For the distribution and distribution support ser-
vices provided by the Distributor pursuant to the terms of the Agreement,
the Manager shall pay to the Distributor the compensation set forth in
Schedule A attached hereto, which schedule may be amended from time to
time. The Manager shall also reimburse the Distributor for its out-of-
pocket expenses related to the performance of its duties hereunder, in-
cluding, without limitation, telecommunications charges, postage and de-
livery charges, record retention costs, reproduction charges and traveling
and lodging expenses incurred by officers and employees of the Distribu-
tor. The Fund shall pay the Distributor's monthly invoices for distribu-
tion fees and out-of-pocket expenses within five days of the respective
month-end. If this Agreement becomes effective subsequent to the first day
of the month or terminates before the last day of the month, the Fund
shall pay to the Distributor a distribution fee that is prorated for that
part of the month in which this Agreement is in effect. All rights of com-
pensation and reimbursement under this Agreement for services performed by
the Distributor as of the termination date shall survive the termination
of this Agreement.
9. USE OF DISTRIBUTOR'S NAME. The Fund shall not use the name of the
Distributor or any of its affiliates in the Prospectus, Statement of Addi-
tional Information, sales literature or other material relating to the
Fund in a manner not approved prior thereto in writing by the Distributor;
provided, however, that the Distributor shall approve all uses of its and
its affiliates' names that merely refer in accurate terms to their ap-
pointments or that are required by the Securities and Exchange Commission
(the "SEC") or any state securities commission; and further provided, that
in no event shall such approval be unreasonably withheld.
10. USE OF FUND'S NAME. Neither the Distributor nor any of its affili-
ates shall use the name of the Fund or material relating to the Fund on
any forms (including any checks, bank drafts or bank statements) for other
than internal use in a manner not approved prior thereto by the Fund; pro-
vided, however, that the Fund shall approve all uses of its name that
merely refer in accurate terms to the appointment of the Distributor here-
under or that are required by the SEC or any state securities commission;
and further provided, that in no event shall such approval be unreasonably
withheld.
11. LIABILITY OF DISTRIBUTOR. The duties of the Distributor shall be
limited to those expressly set forth herein, and no implied duties are as-
sumed by or may be asserted against the Distributor hereunder. The Dis-
tributor shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except to the extent of a loss resulting
from willful misfeasance, bad faith or gross negligence, or reckless dis-
regard of its obligations and duties under this Agreement. As used in this
Section 9 and in Section 10 (except the second paragraph of Section 10),
the term "Distributor" shall include Directors, officers, employees and
other agents of the Distributor.
12. INDEMNIFICATION OF DISTRIBUTOR. The Fund shall indemnify and hold
harmless the Distributor against any and all liabilities, losses, damages,
claims and expenses (including, without limitation, reasonable attorneys'
fees and disbursements and investigation expenses incident thereto) which
the Distributor may incur or be required to pay hereafter, in connection
with any action, suit or other proceeding, whether civil or criminal, be-
fore any court or administrative or legislative body, in which the Dis-
tributor may be involved as a party or otherwise or with which the Dis-
tributor may be threatened, by reason of the offer or sale of the Fund
shares prior to the effective date of this Agreement.
Any Director, officer, employee, shareholder or agent of the Distribu-
tor who may be or become an officer, Trustee, employee or agent of the
Fund, shall be deemed, when rendering services to the Fund or acting on
any business of the Fund (other than services or business in connection
with the Distributor's duties hereunder), to be rendering such services to
or acting solely for the Fund and not as a Director, officer, employee,
shareholder or agent, or one under the control or direction of the Dis-
tributor, even though receiving a salary from the Distributor.
The Fund agrees to indemnify and hold harmless the Distributor, and
each person, who controls the Distributor within the meaning of Section 15
of the 1933 Act, or Section 20 of the Securities Exchange Act of 1934, as
amended ("1934 Act"), against any and all liabilities, losses, damages,
claims and expenses, joint or several (including, without limitation, rea-
sonable attorneys' fees and disbursements and investigation expenses inci-
dent thereto) to which they, or any of them, may become subject under the
1933 Act, the 1934 Act, the 1940 Act or other Federal or state laws or
regulations, at common law or otherwise, insofar as such liabilities,
losses, damages, claims and expenses (or actions, suits or proceedings in
respect thereto) arise out of or relate to any untrue statement or alleged
untrue statement of a material fact contained in a Prospectus, Statement
of Additional Information, supplement thereto, sales literature or other
written information prepared by the Fund and provided by the Fund to the
Distributor for the Distributor's use hereunder, or arise out of or relate
to any omission or alleged omission to state therein a material fact re-
quired to be stated therein or necessary to make the statements therein
not misleading. The Distributor (or any person controlling the Distribu-
tor) shall not be entitled to indemnity hereunder for any liabilities,
losses, damages, claims or expenses (or actions, suits or proceedings in
respect thereof resulting from (i) an untrue statement or omission or al-
leged untrue statement or omission made in the Prospectus, Statement of
Additional Information, or supplement, sales or other literature, in reli-
ance upon and in conformity with information furnished in writing to the
Fund by the Distributor specifically for use therein or (ii) the Distribu-
tor's own willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties and obligations in the performance of this Agree-
ment.
The Distributor agrees to indemnify and hold harmless the Fund, and
each person who controls the Fund within the meaning of Section 15 of the
1933 Act, or Section 20 of the 1934 Act, against any and all liabilities,
losses, damages, claims and expenses, joint or several (including, without
limitation reasonable attorneys' fees and disbursements and investigation
expenses incident thereto) to which they, or any of them, may become sub-
ject under the 1933 Act, the 1934 Act, the 1940 Act or other Federal or
state laws, at common law or otherwise, insofar as such liabilities,
losses, damages, claims or expenses arise out of or relate to any untrue
statement or alleged untrue statement of a material fact contained in the
Prospectus or Statement of Additional Information or any supplement
thereto, or arise out of or relate to any omission or alleged omission to
state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, if based upon information
furnished in writing to the Fund by the Distributor specifically for use
therein.
A party seeking indemnification hereunder (the "Indemnitee") shall
give prompt written notice to the party from whom indemnification is
sought ("Indemnitor") of a written assertion or claim of any threatened or
pending legal proceeding which may be subject to indemnity under this Sec-
tion; provided, however, that failure to notify the Indemnitor of such
written assertion or claim shall not relieve the Indemnitor of any liabil-
ity arising from this Section. The Indemnitor shall be entitled, if it so
elects, to assume the defense of any suit brought to enforce a claim sub-
ject to this Indemnity and such defense shall be conducted by counsel cho-
sen by the Indemnitor and satisfactory to the Indemnitee; provided, how-
ever, that if the defendants include both the Indemnitee and the Indemni-
tor, and the Indemnitee shall have reasonably concluded that there may be
one or more legal defenses available to it which are different from or ad-
ditional to those available to the Indemnitor ("conflict of interest"),
the Indemnitor shall not have the right to elect to defend such claim on
behalf of the Indemnitee, and the Indemnitee shall have the right to se-
lect separate counsel to defend such claim on behalf of the Indemnitee. In
the event that the Indemnitor elects to assume the defense of any suit
pursuant to the preceding sentence and retains counsel satisfactory to the
Indemnitee, the Indemnitee shall bear the fees and expenses of additional
counsel retained by it, except for reasonable investigation costs which
shall be borne by the Indemnitor. If the Indemnitor (i) does not elect to
assume the defense of a claim, (ii) elects to assume the defense of a
claim but chooses counsel that is not satisfactory to the Indemnitee or
(iii) has no right to assume the defense of a claim because of a conflict
of interest, the Indemnitor shall advance or reimburse the Indemnitee, at
the election of the Indemnitee, reasonable fees and disbursements of any
counsel retained by Indemnitee, including reasonable investigation costs.
13. DUAL EMPLOYEES. The Manager agrees that only its employees who are
registered representatives of the Distributor ("dual employees") shall
offer or sell Shares of the Portfolios and further agrees that the activi-
ties of any such employees as registered representatives of the Distribu-
tor shall be limited to offering and selling Shares. If there are dual em-
ployees, one employee of the Manager shall register as a principal of the
Distributor and assist the Distributor in monitoring the marketing and
sales activities of the dual employees. The Manager shall maintain errors
and omissions and fidelity bond insurance policies providing reasonable
coverage for its employees activities and shall provide copies of such
policies to the Distributor. The Manager shall indemnify and hold harmless
the Distributor against any and all liabilities, losses, damages, claims
and expenses (including reasonable attorneys' fees and disbursements and
investigation costs incident thereto) arising from or related to the Man-
ager's employees' activities as registered representatives of the Distrib-
utor, including, without limitation, any and all such liabilities, losses,
damages, claims and expenses arising from or related to the breach by such
dual employees of any rules or regulations of the NASD or SEC.
14. FORCE MAJEURE. The Distributor shall not be liable for any delays
or errors occurring by reason of circumstances not reasonably foreseeable
and beyond its control, including, but not limited, to acts of civil or
military authority, national emergencies, work stoppages, fire, flood, ca-
tastrophe, acts of God, insurrection, war, riot or failure of communica-
tion or power supply. In the event of equipment breakdowns which are be-
yond the reasonable control of the Distributor and not primarily attribut-
able to the failure of the Distributor to reasonably maintain or provide
for the maintenance of such equipment, the Distributor shall, at no addi-
tional expense to the Fund, take reasonable steps in good faith to mini-
mize service interruptions, but shall have no liability with respect
thereto.
15. SCOPE OF DUTIES. The Distributor and the Fund shall regularly con-
sult with each other regarding the Distributor's performance of its obli-
gations and its compensation under the foregoing provisions. In connection
therewith, the Fund shall submit to the Distributor at a reasonable time
in advance of filing with the SEC copies of any amended or supplemented
Registration Statement of the Fund (including exhibits) under the 1940 Act
and the 1933 Act, and at a reasonable time in advance of their proposed
use, copies of any amended or supplemented forms relating to any plan,
program or service offered by the Fund. Any change in such materials that
would require any change in the Distributor's obligations under the fore-
going provisions shall be subject to the Distributor's approval. In the
event that a change in such documents or in the procedures contained
therein increases the cost or burden to the Distributor of performing its
obligations hereunder, the Distributor shall be entitled to receive rea-
sonable compensation therefore.
16. DURATION. This Agreement shall become effective as of the date
first above written, and shall continue in force for two years from that
date and thereafter from year to year, provided continuance is approved at
least annually by either (i) the vote of a majority of the Trustees of the
Fund, or by the vote of a majority of the outstanding voting securities of
the Fund, and (ii) the vote of a majority of those Trustees of the Fund
who are not interested persons of the Fund, and who are not parties to
this Agreement or interested persons of any such party, cast in person at
a meeting called for the purpose of voting on the approval.
17. TERMINATION. This Agreement shall terminate as follows:
a. This Agreement shall terminate automatically in the event of its
assignment.
b. This Agreement shall terminate upon the failure to approve the
continuance of the Agreement after the initial two year term as set
forth in Section 14 above.
c. This Agreement shall terminate at any time upon a vote of the
majority of the Trustees who are not interested persons of the Fund or
by a vote of the majority of the outstanding voting securities of the
Fund, upon not less than 60 days prior written notice to the Distribu-
tor.
d. The Distributor may terminate this Agreement upon not less than
60 days prior written notice to the Fund.
Upon the termination of this Agreement, the Fund shall pay to the Dis-
tributor such compensation and out-of-pocket expenses as may be payable
for the period prior to the effective date of such termination. In the
event that the Fund designates a successor to any of the Distributor's ob-
ligations hereunder, the Distributor shall, at the expense and direction
of the Fund, transfer to such successor all relevant books, records and
other data established or maintained by the Distributor pursuant to the
foregoing provisions.
Sections 7, 8, 9. 10, 11, 12, 13, 14, 15, 17, 21, 22, 24, 25 and 26
shall survive any termination of this Agreement.
18. AMENDMENT. The terms of this Agreement shall not be waived, al-
tered, modified, amended or supplemented in any manner whatsoever except
by a written instrument signed by the Distributor and the Fund and shall
not become effective unless its terms have been approved by the majority
of the Trustees of the Fund or by a "vote of majority of the outstanding
voting securities" of the Fund and by a majority of those Trustees who are
not "interested persons" of the Fund or any party to this Agreement.
19. NON-EXCLUSIVE SERVICES. The services of the Distributor rendered
to the Fund are not exclusive. The Distributor may render such services to
any other investment company.
20. DEFINITIONS. As used in this Agreement, the terms "vote of a ma-
jority of the outstanding voting securities," "assignment," "interested
person" and "affiliated person" shall have the respective meanings speci-
fied in the 1940 Act and the rules enacted thereunder as now in effect or
hereafter amended.
21. CONFIDENTIALITY. The Distributor shall treat confidentially and as
proprietary information of the Fund all records and other information re-
lating to the Fund and prior, present or potential shareholders and shall
not use such records and information for any purpose other than perfor-
mance of its responsibilities and duties hereunder, except as may be re-
quired by administrative or judicial tribunals or as requested by the
Fund.
22. NOTICE. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by hand
or upon receipt if sent by certified or registered mail (postage prepaid
and return receipt requested) or by a nationally recognized overnight cou-
rier service (appropriately marked for overnight delivery) or upon trans-
mission if sent by telex or facsimile (with request for immediate confir-
mation of receipt in a manner customary for communications of such respec-
tive type and with physical delivery of the communication being made by
one or the other means specified in this Section 20 as promptly as practi-
cable thereafter). Notices shall be addressed as follows:
(a) if to the Fund:
John W. Bagwell, Trustee
JWB Aggressive Growth Fund
Century Square Building
1188 Bishop St., Suite #1712
Honolulu, HI 96813
(b) if to the Manager:
John W. Bagwell, CEO
JWB Management Corp.
Century Square Building
1188 Bishop St., Suite #1712
Honolulu, HI 96813
(c) if to the Distributor:
Terence P. Smith, President
Declaration Distributors, Inc.
555 North Lane, Suite 6160
Conshohocken, PA 19428
or to such other respective addresses as the parties shall designate by
like notice, provided that notice of a change of address shall be effec-
tive only upon receipt thereof.
23. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remain-
der of this Agreement shall not be affected thereby.
24. GOVERNING LAW. This Agreement shall be administered, construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania
to the extent that such laws are not preempted by the provisions of any
law of the United States heretofore or hereafter enacted, as the same may
be amended from time to time.
25. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached
hereto) contains the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes all prior written
or oral agreements and understandings with respect thereto.
26. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction. This Agreement may be exe-
cuted in two counterparts, each of which taken together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
JWB Aggressive Growth Fund
By: /s/ John W. Bagwell
John W. Bagwell, Trustee
JWB Management Corp.
By: /s/ John W. Bagwell
John W. Bagwell, CEO
Declaration Distributors, Inc.
By: /s/ Terence P. Smith
Terence P. Smith, President
SCHEDULE A
JWB AGGRESSIVE GROWTH FUND
Portfolio and Fee Schedule
Portfolios covered by Distribution Agreement:
JWB AGGRESSIVE GROWTH FUND
Fees for distribution and distribution support
services on behalf of the Portfolios:
For the first year of contract $500 per State where Fund
is Registered for Sale
For the second year of contract $750 per State where Fund is
Registered for sale
Thereafter $20,000 per year
The above fees are payable to the Distributor on earliest of the Date of
the Agreement, or the Date the Fund is registered for sale in a State.
The Manager will pay all out-of-pocket expenses of the Distributor such
as: State Registration Fees (if applicable to Fund only), printing, copy-
ing, postage, representative registrations (where necessary and required),
courier, telephone, travel, and other normal miscellaneous expenses.
SCHEDULE B
JWB AGGRESSIVE GROWTH FUND
Distribution Support Services
1. Review and submit for approval all advertising and promotional materi-
als.
2. Maintain all books and records required by the NASD.
3. Prepare quarterly reports to Board of Trustees relating to distribu-
tion activities.
4. Subject to approval of Distributor, license personnel as registered
representatives of the Distributor.
5. Telemarketing services (fees to be negotiated separately from this
Agreement).
6. Fund fulfillment services, including sampling prospective shareholders
inquiries and related mailings (fees to be negotiated separately from
this Agreement).
EXHIBIT 9B
ADMINISTRATION AGREEMENT
JWB Management Corp. (the "Administrator"), a corporation under the
laws of the Hawaii, herewith confirms its agreement with JWB Aggressive
Growth Fund, a Massachusetts business trust (the "Trust") as follows:
1. Investment Description; Appointment
The Trust desires to employ its capital by investing and reinvesting
in investment of the kind and in accordance with the limitations specified
in its Declaration of Trust, as the same from time to time may be amended,
and in its Registration Statement as from time to time in effect, and in
such manner and to such extent as may from time to time be approved by the
Board of Trustees of the Trust. Copies of the Trust's Registration State-
ment and Declaration of Trust, have been submitted to JWB Management Corp.
2. Services as Administrator
Subject to the supervision and direction of the Board of Trustees of
the Trust, the Administrator will provide all administrative services with
respect to the Fund as may be required from time to time. Such services
include (a) maintaining office facilities (which may be in the offices of
JWB Management Corp.); (b) furnishing statistical and research data, data
processing services, clerical services and internal legal, executive and
administrative services and stationary and office supplies in connection
with the foregoing; (c) furnishing corporate secretarial services includ-
ing preparation and distribution of materials for Board of Trustees meet-
ings; (d) accumulating information for and preparing reports to the Fund's
shareholders of record and the SEC including, but not necessarily limited
to, annual reports and semi-annual reports on Form N-SAR; (e) preparing
and filing various reports or other documents required by federal, state
and other applicable laws; (f) accounting and bookkeeping services (in-
cluding the maintenance of such accounts, books and records of the Fund as
may be required); (g) advice with regard to various compliance require-
ments under the Investment Company Act of 1940, as amended; (h) furnishing
information on compliance testing results to the Board of Trustees; and
(i) other duties as may be required.
The Administrator will keep and maintain all books and records relat-
ing to its services in accordance with Rule 31a-1 under the Investment
Company Act of l940 as amended.
3. Standard of Care
The Administrator shall exercise its best judgment in rendering the
services described in paragraph 2 above. The Administrator shall not be
liable for any error or judgment or mistake of law or for any loss suf-
fered by the Trust in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect the Ad-
ministrator against any liability to which the Administrator would other-
wise be subject by reason of willful misfeasance, bad faith or gross neg-
ligence on its part in the performance of its duties under this Agreement
("Disabling Conduct"). The Trust will indemnify the Administrator against
and hold it harmless from, any and all losses, claims, damages, liabili-
ties or expenses (including reasonable counsel fees and expenses) result-
ing from any claim, demand, action or suit not resulting from Disabling
Conduct by the Administrator. Indemnification shall be made only follow-
ing: (i) a final decision on the merits by a court or other body before
whom the proceeding was brought that the person to be indemnified was not
liable by reason of disabling conduct or (ii) in the absence of such a de-
cision, a reasonable determination, based upon a review of the facts, that
the person to be indemnified was not liable by reason of disabling conduct
by (a) the vote of a majority of a quorum of non-party trustees who are
not "interested persons" of the Trust or (b) an independent legal counsel
in a written opinion.
4. Compensation
In consideration of the services rendered pursuant to this Agreement,
the Trust will pay the Administrator after the end of the calendar month
during which the Closing Date (as defined below) occurs and after the end
of each calendar month thereafter a fee for the previous month computed
monthly at the annual rate of .90% of the Trust's average daily net as-
sets.
5. Expenses
Administrator will bear all expenses in connection with the perfor-
mance of its services under this Agreement, including compensation of and
office space for its officers and employees connected with providing ser-
vices under this Agreement, as well as the fees of all trustees of the
Trust who are affiliated with the Administrator or any of its affiliates.
In addition, the Administrator will bear the expenses of the distributor,
transfer agency fees, legal expenses, certain costs attributable to inves-
tors services, including without limitation telephone and personnel ex-
penses and costs of shareholder reports. The Trust will bear certain other
expenses to be incurred in its operation, including: or organizational ex-
penses, taxes, interest, brokerage costs and commissions and stock ex-
change fees; fees of Trustees of the Trust who are not officers, directors
or employees of the Administrator or any of its affiliates; Securities and
Exchange Commission fees, state Blue Sky qualification fees; charges of
the custodian; dividend-paying agents; expense in connection with the
Trust's dividend reinvestment and cash purchase plan; insurance premiums;
outside auditing and pricing expenses; costs of meetings of the sharehold-
ers of the Trust and of the officers or Board of Trustees of the Trust;
membership fees in trade associations; stock exchange listing fees and ex-
penses; litigation and other extraordinary or non- recurring expenses.
6. Services to Other Companies or Accounts/Subcontractors
The Trust understands that the Administrator may in the future act as
administrator to one or more other investment companies, and the Trust has
no objection to the Administrator so acting. The Administrator will from
time to time employ or associate itself with such person or persons as the
Administrator may believe to be particularly suited to assist it in per-
forming services under this Agreement. The compensation of such person or
persons shall be paid by the Administrator and no obligation shall be in-
curred on behalf of the Fund.
7. Term of Agreement
This Agreement shall become effective as of the Closing Date and shall
continue for an initial two year term and shall continue thereafter from
year to year. This Agreement is terminable, without penalty, on 60 days
written notice, by the Board of Trustees of the Trust or by the Adviser or
by a vote of holders of a majority of the Trust's outstanding shares. This
Agreement will also terminate automatically in the event of its assign-
ment.
8. Entire Agreement
This Agreement constitutes the entire agreement among the parties
hereto.
9. Governing Law
This Agreement shall be governed by and continued and enforced in ac-
cordance with the laws of the State of Hawaii.
JWB Management Corp.
By:
JWB Aggressive Growth Fund
By:
EXHIBIT 9C
JWB AGGRESSIVE GROWTH FUND
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
THIS TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT (the "Agree-
ment") is made as of the 22nd day of November, 1995, by and between JWB
Aggressive Growth Fund (the "Fund"), a Massachusetts Business Trust, and
Declaration Service Company (the "Transfer Agent"), a Pennsylvania corpo-
ration.
WITNESSETH THAT:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act"), and has registered its shares of beneficial interest (the "Shares")
under the Securities Act of 1933, as amended (the "1933 Act") in one or
more distinct series of Shares (the "Portfolio" or "Portfolios");
WHEREAS, the Transfer Agent is registered as a transfer agent under
Section l7A of the Securities Exchange Act of 1934, as amended (the "1934
Act"); and
WHEREAS, the Fund and the Transfer Agent desire to enter into this
Agreement pursuant to which the Transfer Agent will provide transfer
agent, shareholder servicing agent and dividend disbursing agent services
to the Portfolios identified on Schedule A hereto, as may be amended from
time to time ("Schedule A"), on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Fund and the Transfer Agent, intending to
be legally bound hereby, agree as follows:
1. APPOINTMENT OF TRANSFER AGENT. The Fund hereby appoints the Trans-
fer Agent as transfer agent, shareholder servicing agent and dividend dis-
bursing agent for all Shares of the Portfolios identified on Schedule A,
and the Transfer Agent hereby accepts such appointment under the terms of
this Agreement. The Transfer Agent shall issue, redeem and transfer
shares, provide related shareholder services, pay dividends and make other
distributions, all as set forth on Schedule B hereto, as may be amended
from time to lime ("Schedule B"), and in accordance with the terms of this
Agreement.
2. FUND DOCUMENTS. The Fund has provided the Administrator with prop-
erly certified or authenticated copies of the following Fund related docu-
ments in effect on the date hereof: the Fund's organizational documents,
including The Indenture of Trust and By-Laws; the Fund's Registration
Statement on Form N-lA, including all exhibits thereto; the Fund's Pro-
spectus and Statement of Additional Information; resolutions of the Fund's
Board of Trustees authorizing the appointment of the Transfer Agent and
approving this Agreement; a certificate signed by the Secretary of the
Fund specifying the number of Shares authorized, issued, and currently
outstanding, the names and specimen signatures of the officers of the Fund
and the name and address of the legal counsel for the Fund; and an opinion
of counsel for the Fund with respect to the validity of the authorized and
outstanding Shares, whether such Shares are fully paid and non-assessable
and the status of such Shares under the 1933 Act (in other words, that the
Shares have been duly registered and that the Registration Statement with
respect to such Shares has become effective). The Fund shall promptly fur-
nish to the Transfer Agent copies, properly certified or authenticated, of
all additions, amendments or supplements to the foregoing Fund documents
as well as updated certificates and opinions relating to changes in the
number of Shares authorized, issued and outstanding. The Fund shall fur-
nish to the Transfer Agent copies of all other information and financial
statements which the Transfer Agent may reasonably request for use in con-
nection with its duties under this Agreement.
3. ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. The Transfer Agent
shall follow the procedures for the issuance, redemption and transfer of
Shares set forth in this Section 3:
a. The Transfer Agent shall accept purchase orders and redemption
requests with respect to Shares on each Fund business day in accor-
dance with the most current Prospectus and Statement of Additional In-
formation provided to the Transfer Agent by the Fund pursuant to Sec-
tion 2 hereof. The Fund shall provide the Transfer Agent with suffi-
cient advance notice to enable the Transfer Agent to effect any
changes in the purchase and redemption procedures set forth in the
Prospectus and Statement of Additional Information; provided, however,
that in no event shall such advance notice be less than 30 days.
b. If applicable, the Transfer Agent shall also accept with respect
to each Fund business day, at such times as are agreed upon from time
to time by the Transfer Agent and the Fund, a computer tape or elec-
tronic data transmission consistent in all respects with the Transfer
Agent's record format, as amended from time to time, which is reason-
ably believed by the Transfer Agent to be furnished by or on behalf of
any servicing agent approved by the Fund Servicing Agent. The Transfer
Agent reserves the right to approve, in advance, any Servicing Agent,
which approval shall not be unreasonably withheld.
c. On each Fund business day, the Transfer Agent shall, as of the
time the Fund computes the net asset value of the Fund, issue to and
redeem from the accounts specific in a purchase order, redemption re-
quest, or computer tape or electronic data transmission, the appropri-
ate number of full and fractional Shares based on the net asset value
per Share specified in a written advice received from the Fund on such
Fund business day. Notwithstanding the foregoing, if a redemption
specified in a computer tape or electronic data transmission is for a
dollar value of Shares in excess of the dollar value of Shares in the
specified account, the Transfer Agent shall not effect such redemption
in whole or in part and shall within 24 hours orally advise the Ser-
vicing Agent which supplied such tape of the discrepancy.
d. In connection with a reinvestment of a dividend or distribution
of Shares of the Fund, the Transfer Agent shall as of each Fund busi-
ness day, as specified in certified resolutions of the Fund's Board of
Trustees, issue Shares of the Fund based on the net asset value per
Share of such Fund specified in a written advice received from the
Fund on such Fund business day.
e. On each Fund business day, the Transfer Agent shall supply the
Fund with a written statement specifying with respect to the immedi-
ately preceding Fund business day: the total number of Shares of the
Fund (including fractional Shares) issued and outstanding at the open-
ing of business on such day; the total number of Shares of the Fund
sold on such day; the total number of Shares of the Fund redeemed on
such day; the total number of Shares of the Fund issued, if any, pur-
suant to Section 3d hereof; and the total number of Shares of the Fund
issued and outstanding.
f. In connection with each purchase and each redemption of Shares,
the Transfer Agent shall send such written statements as are pre-
scribed by the Federal securities laws applicable to transfer agents
or as described in the Prospectus and Statement of Additional Informa-
tion.
g. As of each Fund business day, the Transfer Agent shall furnish
the Fund with a written advice setting forth the number and dollar
amount of Shares to be redeemed on such Fund business day.
h. Upon receipt of a proper redemption request and moneys paid to
it by the Fund's custodian ("Custodian") in connection with a redemp-
tion of Shares, the Transfer Agent shall cancel the redeemed Shares
and after making appropriate deduction for any withholding of taxes
required by applicable law, (i) in the case of a redemption of Shares
pursuant to a redemption described in Section 3a hereof, make payment
in accordance with the Fund's redemption and payment procedures de-
scribed in the Prospectus and Statement of Additional Information, and
(ii) in the case of a redemption of Shares pursuant to a computer tape
or electronic data transmission described in Section 3b hereof, make
payment by directing a Federal funds wire order to the account previ-
ously designated by the Servicing Agent specified in said computer
tape or electronic data transmission.
i. The Transfer Agent shall not be required to issue any Shares
after it has received from an officer of the Fund or from an appropri-
ate Federal or state authority written notification that the sale of
Shares has been suspended or discontinued, and the Transfer Agent
shall be entitled to rely upon such written notification.
j. Upon the issuance of any Shares in accordance with this Agree-
ment, the Transfer Agent shall not be responsible for the payment of
any original issue or other taxes required to be paid by the Fund in
connection with such issuance of any Shares.
k. Except as otherwise provided in this Agreement, the Transfer
Agent shall transfer or redeem Shares upon presentation to the Trans-
fer Agent of instructions properly endorsed for transfer or redemp-
tion, accompanied by such documents as the Transfer Agent deems neces-
sary to evidence the authority of the person making such transfer of
redemption, and bearing satisfactory evidence of the payment of stock
transfer taxes. The Transfer Agent shall have the right to refuse to
transfer or redeem Shares until it is satisfied that the instructions
are valid and genuine, and for that purpose it will require, unless
otherwise instructed in writing by an authorized officer of the Fund,
a guarantee of signature by an "Eligible Guarantor Institution" as
that term is defined by Rule l7Ad-15 under the 1934 Act. The Transfer
Agent shall also have the right to refuse to transfer or redeem Shares
until it is satisfied that the requested transfer or redemption is le-
gally authorized. The Transfer Agent shall not be liable for its re-
fusal to make transfers or redemptions which the Transfer Agent, in
its reasonable judgment, deems improper or unauthorized, or until it
is satisfied that there is no basis to any claims adverse to such
transfer or redemption. The Transfer Agent may, in effecting transfers
and redemptions of Shares, rely upon those provisions of the Uniform
Commercial Code or other laws relating to the transfer of securities,
as the same may be amended from time to time.
l. If instructed by the Fund the Transfer Agent shall issue cer-
tificates representing Shares ("Certificates"). The Fund shall supply
to the Transfer Agent a sufficient number of blank Certificates and
from time to time shall supply additional blank Certificates upon the
request of the Transfer Agent. Such blank Certificates shall be signed
manually or by facsimile signature by the duly authorized officers of
the Fund, and shall bear the seal or facsimile thereof of the Fund.
Notwithstanding the death, resignation or removal of any officer of
the Fund, such executed Certificates bearing the manual or facsimile
signature of such officers shall remain valid and may be issued to
shareholders until the Fund provides to the Transfer Agent a written
advice to the contrary. The Transfer Agent may issue new Certificates
to replace Certificates represented to have been lost, destroyed or
stolen upon receiving an appropriate bond of indemnity satisfactory to
the Transfer Agent, and may issue new Certificates in exchange for and
upon surrender of mutilated Certificates. Except as otherwise provided
in Section 3k hereof, the Transfer Agent shall issue new Certificates
to evidence transfers of Shares upon surrender of outstanding Certifi-
cates in the form deemed by the Transfer Agent to be properly endorsed
for transfer with all necessary endorser's signatures guaranteed by an
Eligible Guarantor Institution.
4. DIVIDENDS AND DISTRIBUTIONS. The Transfer Agent shall pay dividends
and make other distributions in accordance with the following procedures:
a. The Fund shall furnish to the Transfer Agent certified resolu-
tions of its Board of Trustees, either (i) setting forth the date of
the declaration of a dividend or distribution, the date of accrual or
payment, the record date as of which shareholders entitled to payment
or accrual shall be determined, the amount per Share of such dividend
or distribution, the payment date on which all previously accrued and
unpaid dividends are to be paid, and the total amount, if any, payable
to the Transfer Agent on such payment date, or (ii) authorizing the
declaration of dividends and distributions on a daily or other peri-
odic basis.
b. Upon the mail date specified in such resolutions, the Fund
shall, in the case of a cash dividend or distribution, cause the Cus-
todian to deposit in an account in the name of the Transfer Agent on
behalf of the Fund an amount of cash, if any, sufficient for the
Transfer Agent to make the payment, specified in such resolution to
the shareholders of record on the record date. The Transfer Agent
shall, upon receipt of any such cash, make payment of such cash divi-
dends or distributions to the shareholders of record as of the record
date by: (i) mailing a check, payable to the registered shareholder,
to the address of record or dividend mailing address, or (ii) wiring
such amounts to the accounts previously designated by a Servicing
Agent, as the case may be. If the Transfer Agent does not receive from
the Custodian sufficient cash to make payments of any cash dividend or
distribution to all shareholders of the Fund as of the record date,
the Transfer Agent shall, upon notifying the Fund, withhold payment to
all shareholders of record as of the record date until sufficient cash
is provided to the Transfer Agent. In lieu of receiving from the Cus-
todian and paying the shareholders cash dividends or distributions,
the Transfer Agent may arrange for direct payment of cash dividends
and distributions to shareholders by the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to
time by and among the Fund, the Transfer Agent and the Custodian.
c. The Transfer Agent shall file such appropriate information re-
turns concerning the payment of dividends and distributions with the
proper Federal, state and local authorities as are required by law to
be filed by the Fund, but shall in no way be responsible for the col-
lection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by appli-
cable law.
5. RECORDKEEPING AND OTHER INFORMATION. The Transfer Agent shall cre-
ate and maintain all necessary records in accordance with all applicable
laws, rules and regulations, including, but not limited to, records iden-
tified on Schedule B hereto and required by Section 3l(a) of the 1940 Act
and the rules thereunder, as the same may be amended from time to time,
relating to the various services performed by it. All records shall be the
property of the Fund at all times and shall be available for inspection
and use by the Fund. Where applicable, such records shall be maintained by
the Transfer Agent for the periods and in the places required by Rule
31a-2 under the 1940 Act.
6. AUDIT, INSPECTION AND VISITATION. The Transfer Agent shall make
available during regular business hours all records and other data created
and maintained pursuant to this Agreement for reasonable audit and inspec-
tion by the Fund or any person retained by the Fund. Upon reasonable no-
tice by the Fund, the Transfer Agent shall make available during regular
business hours its facilities and premises employed in connection with its
performance of this Agreement for reasonable visitation by the Fund, or
any person retained by the Fund.
7. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. Except as oth-
erwise provided herein, the Fund assumes full responsibility for ensuring
that the Fund complies with all applicable requirements of the 1933 Act,
the 1934 Act, the 1940 Act and rules thereunder, and any other applicable
laws, rules and regulations.
8. COMPENSATION. The Fund shall pay to the Transfer Agent as compensa-
tion for services rendered hereunder the annual fee set forth in Schedule
A. The fee shall be calculated and accrued daily, and paid monthly. The
Fund shall also reimburse the Transfer Agent for its out-of-pocket ex-
penses related to the performance of its duties hereunder, including,
without limitation, telecommunications charges (such as toll-free lines
and voice response system); postage and delivery services; record reten-
tion costs (such as microfilm, microfiche and off-site storage); reproduc-
tion charges; custom programming; and traveling and lodging expenses in-
curred by officers and employees of the Transfer Agent. The Fund shall pay
the Transfer Agent's monthly invoices for transfer agency fees and out-of-
pocket expenses within 5 days of the respective month-end. If this Agree-
ment becomes effective subsequent to the first day of a month or termi-
nates before the last day of a month, the Fund shall pay the Transfer
Agent a transfer agency fee that is prorated for that part of the month in
which this Agreement is in effect. All rights of compensation and reim-
bursement under this Agreement for services performed by the Transfer
Agent as of the termination date shall survive the termination of this
Agreement.
9. APPOINTMENT OF AGENTS. The Transfer Agent may at any time or times
in its discretion appoint (and may at any time remove) other parties as
its agent to carry out such provisions of this Agreement as the Transfer
Agent may from time to time direct; provided, however, that the appoint-
ment of any such agent shall not relieve the Transfer Agent of any of its
responsibilities or liabilities hereunder.
10. USE OF TRANSFER AGENT'S NAME. The Fund shall not use the name of
the Transfer Agent or any of its affiliates in any Prospectus, Statement
of Additional Information, sales literature or other material relating to
the Fund in a manner not approved prior thereto in writing by the Transfer
Agent; provided, however, that the Transfer Agent shall approve all uses
of its and its affiliates' names that merely refer in accurate terms to
their appointments hereunder or that are required by the Securities and
Exchange Commission (the "SEC") or a state securities commission; and fur-
ther provided, that in no event shall such approval be unreasonably with-
held.
11. USE OF FUND'S NAME. Neither the Transfer Agent nor any of its af-
filiates shall use the name of the Fund or material relating to the Fund
on any forms (including any checks, bank drafts or bank statements) for
other than internal use in a manner not approved prior thereto by the
Fund; provided, however, that the Fund shall approve all uses of its name
that merely refer in accurate terms to the appointment of the Transfer
Agent hereunder or that are required by the SEC or state securities com-
mission; and further provided, that in no event shall such approval be un-
reasonably withheld.
12. LIABILITY OF TRANSFER AGENT. The Transfer Agent's liability shall
be limited as follows:
a. The duties of the Transfer Agent shall be limited to those ex-
pressly set forth herein, and no implied duties are assumed by or may
be asserted against the Transfer Agent hereunder.
b. The Transfer Agent shall not be liable for any error of judge-
ment or mistake of law or for any loss suffered by the Fund in connec-
tion with the matters to which this Agreement relates, except to the
extent of a loss resulting from willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties under
this Agreement.
c. The Transfer Agent may consult counsel to the Fund or the
Fund's independent public accountants or other experts with respect to
any matter arising in connection with the Transfer Agent's duties, and
the Transfer Agent shall not be liable for any action taken or omitted
by the Transfer Agent in good faith in reliance on the oral or written
advice of such counsel, accountants or other experts.
d. The Transfer Agent shall not be liable for any action taken or
omitted by the Transfer Agent in reliance on the oral or written in-
struction, authorization, approval or information provided to the
Transfer Agent by any person reasonably believed by the Transfer Agent
to be authorized by the Fund to give such instruction, authorization,
approval or information.
e. Any person, even though also an officer, Trustee, employee or
agent of the Transfer Agent or any of its affiliates, who may be or
become an officer or Trustee of the Fund, shall be deemed, when ren-
dering services to the Fund as such officer or Trustee to be rendering
such services to or acting solely for the Fund and not as an officer,
Trustee, employee or agent or one under the control or direction of
the Transfer Agent or any of its affiliates, even though paid by one
of those entities.
f. The Transfer Agent shall not be liable or responsible for any
acts or omissions of any predecessor transfer agent or any other per-
sons having responsibility for matters to which this Agreement relates
prior to the effective date of this Agreement nor shall the Transfer
Agent be responsible for reviewing any such act or omissions.
g. The Transfer Agent shall not be liable for any loss suffered by
the Fund or its shareholders in the event that a computer tape or
electronic data transmission from a Servicing Agent may not be pro-
cessed by the Transfer Agent for any reason beyond the reasonable con-
trol of the Transfer Agent, or if any of the information on such tape
or transmission is reasonably believed by the Transfer Agent to be in-
correct.
h. The Transfer Agent shall not be liable for any action taken or
omitted by the Transfer Agent in reliance upon the provisions of the
Uniform Commercial Code or other laws relating to the transfers of se-
curities, as the same may be amended from time to time.
i. The Transfer Agent shall not be liable for its refusal to
transfer or redeem Shares in accordance with Section 3k hereof.
j. The Transfer Agent shall not be liable for any improper divi-
dend payments or distributions made in reliance on certified resolu-
tions of the Fund's Board of Trustees. In addition, the Transfer Agent
shall not be liable for the determination of the rate or form of divi-
dends or distributions due or payable to the shareholders as set forth
in the certified resolutions. The Transfer Agent shall not be liable
for any loss to the Fund resulting from processing by the Transfer
Agent of a dividend or distribution based on incorrect information
provided in the certified resolutions, and the Fund shall pay to the
Transfer Agent any and all costs, both direct and out-of-pocket, in-
curred to remedy such error.
k. The Transfer Agent shall not be liable to the Fund with respect
to any redemption drafts processed in accordance with written redemp-
tion draft procedures established by the Transfer Agent and the Fund;
provided, however, that notwithstanding anything to the contrary in
such procedures, the Transfer Agent shall not be liable for any mate-
rial alteration to or forgery of any endorsement, it being understood
that the Transfer Agent's sole responsibility with respect to inspect-
ing redemption drafts is to use reasonable care to verify the drawer's
signature against signatures on file.
l. The Transfer Agent shall not be liable for permitting any per-
son to inspect shareholder records of the Fund, if it receives an
opinion from its counsel that there is a reasonable likelihood that
the Transfer Agent will be held liable for failure to permit access to
such shareholder records. The Transfer Agent shall promptly notify the
Fund that such disclosure has been made or is to be made.
m. The Transfer Agent shall be under no duty or obligation to in-
quire into, and shall not be liable for: the legality of the issue or
sale of any Shares, the sufficiency of the amount to be received
therefor, or the authority of a Servicing Agent or of the Fund, to re-
quest such sale or issuance; the legality of a transfer of Shares, or
of a redemption of any Shares, the propriety of the amount to be paid
therefor, or the authority of the Servicing Agent or the Fund to re-
quest such transfer or redemption; the legality of the declaration of
any dividend by the Fund, or the legality of the issue of any Shares
in payment of any stock dividends; or the legality of any recapital-
ization or readjustment of Shares.
As used in this Section 12 (except Section l2e) and in Section 13,
the term "Transfer Agent" shall include Trustees, officers, employees
and other agents of the Transfer Agent.
13. INDEMNIFICATION. Tne Fund shall indemnify and hold harmless the
Transfer Agent against any and all liability, loss, damage, claim and ex-
pense (including, without limitation, reasonable attorneys' fees and dis-
bursements and investigation expenses incident thereto), arising directly
or indirectly from any act or omission to act by the Transfer Agent (i) in
connection with the performance of its duties under this Agreement or (ii)
for which it is not liable pursuant to Section 12 of this Agreement. This
indemnity shall apply to any liability and expense arising under applica-
ble securities laws. Tne Transfer Agent shall not be entitled to indemnify
hereunder for any liability or expense resulting from the Transfer Agent's
own willful misfeasance, bad faith, gross negligence or reckless disregard
of its duties and obligations under this Agreement. The right to indemnity
hereunder shall include the right to advancement of defense expenses in
the event of any pending or threatened litigation; provided, however, that
the Transfer Agent shall agree that any advancement of expenses shall be
returned to the Fund if it is ultimately determined by an administrative
or judicial tribunal that the expenses (and related liability, if any) re-
sulted form the Transfer Agent's own willful misfeasance, bad faith, gross
negligence or feckless disregard of its duties and obligations under this
Agreement.
The Transfer Agent shall give prompt written notice to the Fund of a
written assertion or claim of any threatened or pending legal proceeding
which may be subject to indemnity under this Section; provided, however,
that the Transfer Agent's failure to notify the Fund of such threatened or
pending legal proceeding shall not operate to relieve the Fund of any lia-
bility arising hereunder. The Fund shall be entitled, if it so elects, to
assume the defense of any claim subject to this Indemnity and such defense
shall be conducted by counsel chosen by the Fund and satisfactory to the
Transfer Agent; provided, however, that if the defendants include both the
Transfer Agent and the Fund, and the Transfer Agent shall have reasonably
concluded that there may be one or more legal defenses available to it
which are different from or additional to those available to the Fund
("conflict of interest"), the Fund shall not have the right to elect to
defend the claim on behalf of the Transfer Agent, and the Transfer Agent
shall have the right to select separate counsel to defend such claim on
behalf of the Transfer Agent. In the event that the Fund elects to assume
the defense of any claim pursuant to the preceding sentence and retains
counsel satisfactory to the Transfer Agent, the Transfer Agent shall bear
the fees and expenses of additional counsel retained by it, except for
reasonable investigation costs which shall be borne by the Fund. If the
Fund (i) does not elect to assume the defense of a claim, (ii) elects to
assume the defense of a claim but chooses counsel that is not satisfactory
to the Transfer Agent, or (iii) has no right to assume the defense of a
claim because of a conflict of interest, the Fund shall advance or reim-
burse the Transfer Agent, at the election of the Transfer Agent, reason-
able fees and expenses of any counsel retained by the Transfer Agent, in-
cluding reasonable investigation costs.
14. SCOPE OF DUTIES. The Transfer Agent and the Fund shall regularly
consult with each other regarding the Transfer Agent's performance of its
obligations and its compensation under the foregoing provisions. In con-
nection therewith, the Fund shall submit to the Transfer Agent at a rea-
sonable time in advance of filing with the SEC copies of any amended or
supplemented Registration Statement of the Fund (including exhibits) under
the 1933 Act and the 1940 Act, and, at a reasonable time in advance of
their proposed use, copies of any amended or supplemented forms relating
to any plan, program or service offered by the Fund. Any change in such
materials that would require any change in the Transfer Agent's obliga-
tions under the foregoing provisions shall be subject to the Transfer
Agent's approval. In the event that a change in such documents or in the
procedures contained therein increases the cost or burden to the Transfer
Agent of performing its obligations hereunder, the Transfer Agent shall be
entitled to receive reasonable compensation therefor.
15. DURATION. This Agreement shall become effective on the date first
written above and shall continue in force for two years from that date
(the "Initial Term"). Thereafter, this Agreement shall continue in force
from year to year (each a "Successive Term"), provided continuance after
the Initial Term is approved at least annually by (i) the vote of a major-
ity of the Trustees of the Fund and (ii) the vote of a majority of those
Trustees of the Fund who are not "interested persons" of the Fund, and who
are not parties to this Agreement or "interested persons" of any such
party (as determined under the 1940 Act), cast at a meeting called for the
purpose of voting on the approval.
16. TERMINATION. This Agreement shall terminate as follows:
a. This Agreement shall terminate automatically in the event of its
assignment.
b. Either the Fund or the Transfer Agent may terminate this Agree-
ment prior to the commencement of any Successive Term by providing to
the other party 90 days prior written notice of such termination.
c. Either party (the "terminating party") may immediately terminate
this Agreement during the Initial Term or any Successive Term in the
event of a material breach of this Agreement by the other party (the
"breaching party"), provided that the terminating party has given to
the breaching party notice of such breach and the breaching party has
not remedied such breach within 45 days after receipt of such notice.
Upon the termination of this Agreement, the Fund shall pay to the
Transfer Agent such compensation and out-of-pocket expenses as may be pay-
able for the period prior to the effective date of such termination. In
the event that the Fund designates a successor to any of the Transfer
Agent's obligations hereunder, the Transfer Agent shall, at the expense
and direction of the Fund, transfer to such successor all relevant books,
records and other data established or maintained by the Transfer Agent
under the foregoing provisions.
Sections 8, 10, 11, 12, 13, 16, 17, 21, 22, 23, 24, 25 and 26 shall
indefinitely survive any termination of this Agreement.
17. FORCE MAJEURE. The Transfer Agent shall not be liable for any de-
lays or errors in the performance of its obligations hereunder occurring
by reason of circumstances not reasonably foreseeable and beyond its con-
trol, including but not limited to acts of civil or military authority,
national emergencies, work stoppages, fire, flood, catastrophe, acts of
God, insurrection, war, riot or failure of communication or power supply.
In the event of equipment breakdowns which are beyond the reasonable con-
trol of the Transfer Agent and not primarily attributable to the failure
of the Transfer Agent to reasonably maintain or provide for the mainte-
nance of such equipment, the Transfer Agent shall, at no additional ex-
pense to the Fund, take reasonable steps in good faith to minimize service
interruptions, but shall have no liability with respect thereto.
18. AMENDMENT. The terms of this Agreement shall not be waived, al-
tered, modified, amended or supplemented in any manner whatsoever except
by a written instrument signed by the Transfer Agent and the Fund.
19. NON-EXCLUSIVE SERVICES. The services of the Transfer Agent ren-
dered to the Fund are not exclusive. The Transfer Agent may render such
services to any other investment company and have other businesses and in-
terests.
20. DEFINITIONS. As used in this Agreement, the terms "assignment" and
"interested person" shall have the respective meanings specified in the
1940 Act and rules enacted thereunder as now in effect or hereafter
amended.
21. CONFIDENTIALITY. The Transfer Agent shall treat confidentiality
and as proprietary information of the Fund all records and other informa-
tion relating to the Fund and prior, present or potential shareholders and
shall not use such records and information for any purpose other than per-
formance of its responsibilities and duties hereunder, except as may be
required by administrative or judicial tribunals or as requested by the
Fund.
22. NOTICE. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by hand
or upon receipt if sent by certified or registered mail (postage prepaid
and return receipt requested) or by a nationally recognized overnight cou-
rier service (appropriately marked for overnight delivery) or upon trans-
mission if sent by telex or facsimile (with request for immediate confir-
mation of receipt in a manner customary for communications of such respec-
tive type and with physical delivery of the communication being made by
one or the other means specified in this Section 21 as promptly as practi-
cable thereafter). Notices shall be addressed as follows:
(a) if to the Fund:
John W. Bagwell, Trustee
JWB Aggressive Growth Fund
Century Square Building
1188 Bishop St., Suite #1712
Honolulu, HI 96813
(b) if to the Transfer Agent:
Terence P. Smith, President
Declaration Service Company
555 North Lane, Suite 6160
Conshohocken, PA 19428
or to such other respective addresses as the Fund or the Transfer Agent
shall designate by like notice, provided that notice of a change of ad-
dress shall be effective only upon receipt thereof.
23. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remain-
der of this Agreement shall not be affected thereby.
24. GOVERNING LAW. This Agreement shall be administered, construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania
to the extent that such laws are not preempted by the provisions of any
law of the United States heretofore or hereafter enacted, as the same may
be amended from time to time.
25. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached
hereto) contains the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes all prior written
or oral agreements and understandings with respect thereto.
26. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction. This Agreement may be exe-
cuted in two counterparts, each of which taken together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
JWB AGGRESSIVE GROWTH FUND
By: /s/ John W. Bagwell
John W. Bagwell, Trustee
DECLARATION SERVICE COMPANY
By: /s/ Terence P. Smith
Terence P. Smith, President
SCHEDULE A
JWB AGGRESSIVE GROWTH FUND
Portfolio and Fee Schedule
Portfolios covered by Transfer Agency and Shareholder Services Agreement:
Fees for Transfer Agent services on
behalf of the Portfolios:
Establishment of Fund on various systems of
Declaration Service Company Time & Materials
Transfer Agent, Dividend Disbursing Agent, $18 per account
Shareholder Servicing Annual Minimum:
$18,000 First Year
21,000 Second Year
24,000 Thereafter
Out-of-Pocket Expense: The Fund will be billed monthly for standard out-
of-pocket expense such as: telephone line expense (i.e. calls), cost of
statements/confirmations, postage, printing, copying, courier, bank ser-
vice charges, wire fees and other industry standard miscellaneous items.
SCHEDULE B
Transfer Agent, Shareholders Servicing Agent and Dividend
Disbursing Agent Services provided by Declaration Services Company
1. Examine and process new accounts, subsequent payments, liquida-
tions, exchanges, transfers, telephone transactions, check redemp-
tions, automatic withdrawals, and wire order trades.
2. Reinvest or pay dividends and make other distributions.
3. Answer investor and dealer telephone and/or written inquiries, ex-
cept as otherwise agreed by the Transfer Agent and the Fund.
4. Process and confirm address changes.
5. Process standard account record changes as required, i.e. Dividend
Codes, etc.
6. Microfilm and/or store source documents for transactions, such as
account applications and correspondence.
7. Perform backup withholding for those accounts in accordance with
Federal regulations.
8. Solicit missing taxpayer identification numbers.
9. Provide remote access inquiry to Fund records via Fund supplied
hardware (Fund responsible for connection line and monthly fee).
10. Maintain the following shareholder information in such a manner as
the Transfer Agent shall determine:
a. Name and address, including zip code.
b. Balance of Shares.
c. Number of Shares, issuance date of each Share outstanding and
cancellation date of each Share no longer outstanding, if is-
sued.
d. Balance of dollars available for redemption.
e. Dividend code (daily accrual, monthly reinvest, monthly cash or
quarterly cash).
f. Type of account code.
g. Establishment date indicating the date an account was opened,
carrying forward pre- conversion data as available.
h. Original establishment date for accounts opened by exchange.
i. W-9 withholding status and periodic reporting.
j. State of residence code.
k. Social security or taxpayer identification number, and indica-
tion of certification.
l. Historical transactions on the account for the most recent 18
months, or other period as mutually agreed to from time to
time.
m. Indication as to whether phone transaction can be accepted for
this account. Beneficial owner code, i.e. male, female, joint
tenant, etc.
11. Provide the following reports and statements:
a. Prepare daily journals for Fund reflecting all Shares and dol-
lar activity for the previous day.
b. Supply information monthly for Fund's preparation of Blue Sky
reporting.
c. Supply monthly purchase, redemption and liquidation information
for use in Fund's N-SAR report.
d. Provide monthly average daily balance reports for Fund.
e. Prepare and mail copies of summary statements to dealers and
investment advisers.
f. Mail transaction confirmation statements daily to investors.
g. Address and mail four periodic financial reports (material must
be adaptable to Transfer Agent's mechanical equipment as rea-
sonably specified by the Transfer Agent).
h. Mail periodic statement to investors.
i. Compute, prepare and furnish all necessary reports to govern-
mental authorities: Forms 1099R, 1099DIV, 1099B, 1042 and
1042S.
j. Enclose various marketing material as designated by the Fund in
statement mailings, i.e. monthly and quarterly statements (ma-
terial must be adaptable to mechanical equipment as reasonably
specified by the Transfer Agent).
12. Prepare and mail confirmation statements to dealers daily.
13. Prepare certified list of stockholders for proxy mailing.
