JWB AGGRESSIVE GROWTH FUND, 485APOS, 1997-02-28

JWB AGGRESSIVE GROWTH FUND
485APOS, 1997-02-28

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As filed with the Securities and Exchange Commission on February 28, 1997

1933 Act Registration No. 33-99124
1940 Act Registration No. 811- 9132

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
Post-Effective Amendment No. 2 /x/
-

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 4 /x/
--

(Check appropriate box or boxes)

JWB AGGRESSIVE GROWTH FUND
(Exact name of registrant as specified in Charter)
Century Square Building
1188 Bishop Street, Suite 1712
Honolulu, HI 96813
(Address of Principal Executive Offices)

Registrant's Telephone Number,
including Area Code: 808-524-0577

John W. Bagwell
JWB Management Corp.
1188 Bishop Street, Suite #1712
Honolulu, HI 96813

It is proposed that this filing will become effective (check appropriate box):

immediately upon filing pursuant to paragraph (b), or
- ------
x 60 days after filing pursuant to paragraph (a) (1), or
- ------
on pursuant to paragraph (a) (1)
- ------ --------------------
75 days after filing pursuant to paragraph (a) (2)
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on pursuant to paragraph (a)(2) of Rule 485
- ------ -----------

If appropriate check the following box:

x this post-effective amendment designates a new effective date for a
- ------ previously filed post-effective amendment.

The Registrant is filing a declaration of indefinite registration of its shares
of beneficial interest pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended herewith.

CROSS REFERENCE SHEET
(as required by Rule 495)

JWB AGGRESSIVE GROWTH FUND

N-1A ITEM NO. LOCATION
- ------------- --------

<S> <C> <C>
PART A

Item 1. Cover Page Cover Page

Item 2. Synopsis not applicable

Item 3. Condensed Financial Information Expense Information;
Financial Highlights

Item 4. General Description of Registrant Cover Page; Investment
Objectives and Policies;
Description of Securities and
Investment Techniques and
Related Risks; Additional
Investment Information;
Organization and Shares of
the Trust.

Item 5. Management of the Fund Management of the Fund

Item 6. Capital Stock and Other Securities Dividends and Taxes

Item 7. Purchase of Securities Being Offered Purchase of Shares; Net Asset
Value

Item 8. Redemption or Repurchase Redemption of Shares

Part B-Statement of Additional Information

Item 10. Cover Page Cover Page

Item 11. Table of Contents Table of Contents

Item 12. General Information and History Description of the Trust

Item 13. Investment Objectives and Policies Investment Policies and
Limitations

Item 14. Management of the Fund Investment Management and
Administration

Item 15. Control Persons and Principal Holders of
Securities Management of the Trust

Item 16. Investment Advisory and Other 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 Being Offered Information; Net Asset Value

Item 20. Tax Status Taxes

Item 21. Underwriters Investment Advisory and
Other Services

Item 22. Calculation of Performance Data Performance Information

Item 23. Financial Statements Financial Statements
</TABLE>

Part C

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.

Prospectus dated April 30, 1997

JWB AGGRESSIVE GROWTH FUND
Century Square Building
1188 Bishop Street, Suite #1712
Honolulu, HI 96813
(808) 524-0577

JWB Aggressive Growth Fund (the "Trust") is a newly organized, diversified
open-end management investment company that currently consists of one portfolio
(the "Fund"). The Fund's investment objective is to seek capital appreciation.
The Fund seeks to achieve its objective by primarily investing in the common
stock of companies that are traded on the New York Stock Exchange ("NYSE"),
American Stock Exchange ("ASE") and the NASDAQ.

JWB Investment Advisory & Research, founded by John W. Bagwell (the "Advisor")
serves as investment advisor to the Fund. JWB Management Corp. (the
"Administrator") serves as administrator for the Fund.

The minimum initial investment in the Fund is $10,000. The Fund is a pure
no-load fund. There are no 12b-1 marketing fees or sales charges. This means
that 100% of your investment is invested in shares of the Fund.

This Prospectus contains the information you should know about the Fund before
you invest. Please read the Prospectus and retain it for future reference. A
Statement of Additional Information for the Fund (dated April 30, 1997) 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.

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

Pg. 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>

PAGE PAGE
<S> <C> <C> <C>
Fees a d Expenses...................................2 How to Purchase Shares............................6-7
Financial Highlights............................... 3 Special Plans.....................................7-8
Investment Objectives and Policies............... 3-4 How to Redeem Shares................................8
Performance.........................................5 Dividends and Distributions.........................9
Management of the Fund............................5-6 Tax and General Information......................9-10
Net Asset Value.....................................6
</TABLE>

FEES AND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES. Charges you pay when you buy, sell or hold
shares of the Fund:
NONE

ANNUAL FUND OPERATING EXPENSES. These are expenses paid out of the Fund's
average daily net assets for services such as management of the Fund,
maintaining shareholder records and furnishing shareholder statements. The
following are projections that are calculated as a percentage of average daily
net assets:

Management Fees............................................. 1.00%
Other Expenses.............................................. .90%
Total Fund Operating Expenses............................... 1.90%*

The table below is intended to assist you in understanding the various costs and
expenses that an investor in the Fund will bear directly or indirectly. The 5%
annual rate of return used in the example below is only for illustration and is
not intended to be indicative of the future performance of the Fund, which may
be more or less than the assumed rate. Future expenses may be more or less than
those shown. You can refer to the sections "How to Purchase Shares" and
"Management of the Fund" for more information on transaction and operating
expenses of the Fund.

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming (1) a 5%
annual return and (2) redemption at the end of each period:

1 Year 3 Years
------ -------
$20 $62

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

* For the Fund's first fiscal year or until the Fund's total assets
exceed $12 million, a portion of the fees payable to the Fund's
investment advisor and administrator will be voluntarily waived so that
the total Fund operating expenses will not exceed 2.35% of the Fund's
average daily net assets.

Pg. 3

FINANCIAL HIGHLIGHTS

The "Financial Highlights" in the following table for the fiscal period ended
December 31, 1996 have been audited by Sanville & Co., the Fund's independant
accountants, whose report is included in the Statement of Additional
Information. The table should be read in conjunction with the audited financial
statements and related notes included in the Statement of Additional
Information.

March 28, 1996(1)
to
December 31, 1996 (audited)
---------------------------

Operating Performance:
Net asset value, beginning of period $10.00
Income from Investment Operations:
Net investment loss (0.01)
Net realized and unrealized loss on
investment transactions (0.55)
----

Net asset value, end of period $9.44
-----

Total return (0.06)%(2)(3)
----
Supplemental data and ratios:
Net assets, end of period ($) $442,933
--------
Ratio of adjusted operating expenses to net assets 6.34%(4)
----
Ratio of expenses to average net assets 1.95%(4)
----
Ratio of net investment income to average net assets (0.23)(4)
----
Portfolio turnover rate 181.79%
------
- -----------------------------------------

(1) Commencement of operations.

(2) Not annualized.

(3) The total return would have been lower had certain expenses during the
period not been reduced.

(4) Annualized.

INVESTMENT OBJECTIVE AND POLICIES

The Fund is a diversified mutual fund in which the objective is to seek capital
appreciation. The Fund seeks to achieve this objective through investments
primarily in the common stock of companies (referred to herein as "equity
securities") that are traded on the NYSE, ASE, and the NASDAQ. In selecting
investments for the Fund, the Advisor will allocate investments among securities
of particular issuers based on the Advisor's views as to the best values then
currently available in the marketplace. Such values are based on a company's
ability to show a strong growth momentum, while trading at reasonable valuations
relative to the company's growth rate over a stated period, that are likely to
benefit from new or innovative products, services or processes that should
enhance such companies' prospects for future growth.

Under normal circumstances, the Fund will invest substantially all of its assets
in equity securities of large (over $2 billion in market capitalization), medium
(under $2 billion in market capitalization), and small companies (under $500
million in market capitalization). Smaller companies may involve greater risks
than are associated with larger companies due to limited product and market
diversification with fewer financial

Pg. 4

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 cash or cash equivalents such as
obligations issued or guaranteed by the U.S. Government, its agencies and/or
instrumentalities ("U.S. Government securities") or high quality money market
instruments such as notes, certificates of deposit or bankers acceptances. The
Advisor may determine that it is appropriate to assume a temporary defensive
posture in the market, in which case, the Fund may invest up to 100% of its
assets in these instruments.

RESTRICTED AND ILLIQUID SECURITIES. The Fund will not invest more than 10% of
its net assets in securities that the Advisor determines, under the supervision
of the Board of Trustees, to be illiquid. This means that the securities may be
difficult to sell promptly at an acceptable price. The sale of some illiquid and
other types of securities may be subject to legal restrictions. These securities
may present a greater risk of loss than other types of securities and therefore
the Fund is limited as to the percentage of illiquid securities that it will
hold.

WHEN-ISSUED SECURITIES AND DELAYED-DELIVERY TRANSACTIONS. The Fund may purchase
securities on a when-issued basis, and it may purchase or sell securities for
delayed-delivery. These transactions occur when securities are purchased or sold
by the Fund with payment and delivery taking place in the future to secure what
is considered an advantageous yield and price to the Fund at the time of
entering into the transaction. Although the Fund has not established any limit
on the percentage of its assets that may be committed in connection with such
transactions, the Fund will maintain a segregated account, with its Custodian,
of cash, cash equivalents, U.S. Government securities or other high-grade liquid
debt securities denominated in U.S. dollars or non-U.S. currencies in an
aggregate amount equal to the amount of its commitment in connection with such
purchase transactions.

OPTIONS ON SECURITIES. The Fund may write (i.e. sell) covered put and call
options and purchase put and call options on securities that are traded on the
United States exchanges or in the over-the-counter markets. Such options can
include long-term options with a duration of up to three years. The value of the
underlying securities on which options may be written at any one time will not
exceed 10% of the net assets of the Fund.

RISK FACTORS. Although not normally anticipated to be widely employed, the Fund
may use these techniques to increase or decrease its exposure to the effects of
changes in security prices, or that other factors that affect the value of the
Fund's portfolio. Options may fail as hedging techniques in cases where the
price movements of the portfolio securities underlying the options do not follow
the price movements of the portfolio securities subject to the hedge. These
techniques may increase the volatility of the Fund and may involve a small
investment of cash relative to the magnitude of the risk assumed. These
techniques could result in a loss if the counterparty to the transaction does
not perform as promised.

PORTFOLIO TURNOVER. The portfolio turnover rate for the Fund for the fiscal
period ending December 31, 1996 was 181.79%. 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.

Pg. 5

FUNDAMENTAL INVESTMENT POLICIES. The Fund's investment objective, to seek
capital appreciation, is a fundamental policy. This means that this policy may
not be changed without a vote of the holders of a majority of the Fund's shares.
All other policies in this Prospectus, other than those identified in this
paragraph, may be changed without shareholder approval. Additional fundamental
policies are the following: (1) With respect to 75% of its assets, the Fund may
not invest more than 5% of its total assets in any one issuer and may not own
more than 10% of the outstanding voting securities of a single issuer; (2) the
Fund may not invest more than 25% of its total assets in any one industry, and
(3) the Fund may only borrow for temporary or emergency purposes, which
borrowings may not exceed 5% of its total assets.

RISK FACTORS. The Fund may be appropriate for long-term, aggressive investors
who understand the potential risks and rewards of investing in common stocks.
The value of the Fund's investments will vary from day-to-day, and generally
reflect changes in market conditions, interest rates and other company,
political, and economic news. In short-term, stock prices can fluctuate
dramatically in response to these factors. However, over time, stocks although
more volatile, have shown greater growth potential than other investments. The
Fund is not, in itself, a balanced investment plan, and the lack of operating
history may also present certain risks. The value of the Fund's shares will
fluctuate to a greater degree than the shares of funds utilizing more
conservative investment techniques or those having as investment objectives, the
conservation of capital and/or the realization of current income. When you sell
your Fund shares, they may be worth more or less than what you paid for them.
There is no assurance that this Fund can achieve its objective, since all
investments are inherently subject to market risk.

PERFORMANCE

The term "TOTAL RETURN" will be used as a tool of measurement for the Fund's
performance. Total return is the change in value of an investment in the Fund
over a certain period of time, assuming that all income distributions have been
re-invested. Cumulative total return reflects the actual performance over a
certain period of time and an average total return reflects a hypothetical rate
of return. If this hypothetical rate of return is realized annually, the numbers
reflected are indicative of what the actual cumulative total return would be for
that extended period of time. Total return will be shown for recent one, five,
and ten year periods and may be shown for other periods as well. From
time-to-time, the Fund may advertise its yield. The "yield" refers to the income
generated by the Fund over a specified thirty-day period, which is then
expressed as an annual percentage rate. Investors should note that yield and
total return figures are based on historical earnings and are not intended to
indicate future performance. In reports or other communications to investors or
in advertising material, the Fund may describe general economic and market
conditions affecting the Fund and may compare its performance with other mutual
funds as listed in the rankings prepared by Lipper Analytical Services, Inc. or
similar investment services that monitor evaluations of the Fund published by
nationally recognized rating services and by financial publications that are
nationally recognized. The S&P 500 is the Standard & Poors Composite Index of
500 Stocks, a widely recognized, unmanaged index of common stock prices. The S&P
500 figures assume re-investment of all distributions and does not reflect
brokerage commissions incurred if purchasing the stocks in the open market.

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. Overall responsibility for management and supervision of the
Fund rests with the Fund's Board of Trustees. The Trustees approve all
significant agreements between the Fund and the persons and companies that
furnish services to the Fund, including agreements with the Fund's custodian,
transfer agent, investment advisor and administrator. The day-to-day operations
of the Fund are delegated to the Advisor. The Statement of Additional
Information contains background information regarding each of the Fund's
Trustees and Executive Officers.

Pg. 6

ADVISOR - JWB INVESTMENT ADVISORY & RESEARCH. The Advisor is responsible for
selection and management of the Fund's portfolio. The Advisor is a registered
investment advisor, under the Investment Advisors Act of 1940 and was
established as a sole proprietor in 1993. The Advisor is wholly owned by John W.
Bagwell. The Advisor's office is located at Century Square Building, 1188 Bishop
Street, Suite #1712, Honolulu, HI 96813. For its services, the Fund pays to the
Advisor an annual fee of 1% of its average daily net assets, which is paid
monthly. This 1% charge is higher than other funds of this type, however the
overall operating fees are expected to be lower than other funds. John W.
Bagwell is the portfolio manager for the Fund, and Chris Askeland serves as the
assistant portfolio manager. 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. For the
fiscal year ended December 31, 1996, an investment management fee of $1,775 was
accrued but not paid by the 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, legal expenses,
bookkeeping and accounting expenses, costs of maintaining the books and records
of the Fund, the expense of printing and mailing Prospectuses and sales
materials used for promotional purposes, and other miscellaneous expenses not
borne by the Fund. For the services provided to the Fund by the Administrator,
the Fund pays to the Administrator an annual fee of .90% of the Fund's average
daily net assets, which is paid monthly. For the fiscal year ended December 31,
1996, an administrative fee of $1,597 was accrued but not paid by the Fund.

From time to time, the Advisor and the Administrator may waive receipt of its
fees and/or voluntarily assume certain fund expenses, which would have the
effect of lowering the Fund's expense ratio, as the case may be, and increasing
yield to investors at the time such amounts are waived or assumed, as the case
may be. The Fund will not be required to pay the Advisor or the Administrator
for any amounts it may waive, nor will the Fund be required to reimburse the
Advisor or Administrator for any amounts assumed, during a previous fiscal year.
Currently the Fund has limited expenses to an amount of 2.35% of the average net
assets of the Fund. The Fund will not accrue as an expense in any given year any
portion of the Manager's fee that has not been paid in such year, or any
expenses that have been reimbursed.

THE ADMINISTRATOR HAS CONTRACTED WITH BROWN LEGAL RESOURCES, INC., 152R Main
Street, Wenham, Massachusetts 01984, to provide assistance on many of the
administrative functions.

DISTRIBUTOR - Declaration Distributors, Inc., 555 North Lane, Suite #6160,
Conshohocken, Pennsylvania 19428, serves as the Fund's distributor.

CUSTODIAN AND TRANSFER AGENT. The First National Bank of Boston, 150 Royall St.,
Canton, Massachusetts 02021, serves as custodian for the Fund. Declaration
Service Company, 555 North Lane, Suite #6160, Conshohocken, Pennsylvania 19428,
serves as the Fund's fund accounting agent and transfer agent, dividend
disbursing agent, and shareholder service agent.

Pg. 7

NET ASSET VALUE

The Fund is open for business on each day that the New York Stock Exchange
("NYSE") is open. The Fund's share price or net asset value per share ("NAV") is
normally determined as of 4:00 p.m., New York time. The Fund's share price is
calculated by subtracting its liabilities from its total assets and dividing the
result by the total number of shares outstanding on that same day. Fund
liabilities include accrued expenses and dividends payable, and its total assets
include the market value of the portfolio securities as well as income accrued
but not yet received. Since the Fund does not charge sales or redemption fees,
the NAV is the offering price for shares of the Fund.

HOW TO PURCHASE SHARES

In order to invest in the Fund, an investor must first complete and sign an
account application, which is included in this Prospectus. INVESTORS MAY CALL
SHAREHOLDER SERVICES AT 1-800-506-9403 concerning questions on how to fill out
the account application forms or general questions concerning the Fund.
Completed and signed applications should be mailed to Shareholder Services (see
below).

Orders for the purchase of shares received when the Fund is open for business,
before 4:00 p.m. New York time, will be executed at the NAV determined that day.
The minimum initial investment for non-qualified accounts is $10,000 and the
minimum for additional purchases is $5,000. The minimum initial purchase for IRA
accounts (or other qualified accounts) is $250, and subsequent investments must
be $50 or more. All purchase orders will be executed at the NAV next determined
after the order is received by the Fund's transfer agent.

FOR INFORMATION about investing in the Fund through a tax-deferred retirement
plan, such as an Individual 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 BELOW. Investors should consult
their own tax advisors about the establishment of retirement plans.

PURCHASE BY MAIL. If the investor desires to purchase shares by mail, a check
made payable to the JWB Aggressive Growth Fund should be sent along with the
completed account application to Shareholder Services.

Send your purchase order to: JWB Aggressive Growth Fund
c/o Declaration Service Company
P.O. Box 844
Conshohocken, PA 19428-0844

PURCHASES BY TELEPHONE. Investors may purchase shares by telephoning Shareholder
Services at 1-800-506- 9403. Telephone orders will not be accepted until a
completed account application in proper form has been received by the transfer
agent at the address set forth above. After the transfer agent receives a
telephone order, an investor should then wire federal funds to:

The First National Bank of Boston
ABA# 011000390
Attn: JWB Aggressive Growth Fund, DDA#6140
For the benefit of: (Shareholder's Name & Account #)

Pg. 8

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. 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 ($100 and over) specified by
the investor. The proceeds of the draft are immediately invested in shares of
the Fund at the NAV determined on the date of investment. The automatic
investment plan may be discontinued upon 30 days written notice or at any time
by the investor by written notice to Declaration Service Company, which is
received not later than 5 business days prior to the designated investment date.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT PLAN. Dividends and capital gains
declared by the Fund will be re-invested automatically at net asset value unless
you choose an alternative payment option on the application form. Dividends and
capital gains not re-invested are paid by check. {For additional information on
dividends and capital gains see "Dividends and Distributions" and "Tax and
General Information" on pages 9-10.}

HOW TO REDEEM SHARES

You can arrange to take money out of your Fund account at any time by selling
some or all of your shares. Your shares will be sold at the next share price
calculated after your order is received. You may redeem your shares by mail or
telephone. REDEMPTIONS FROM RETIREMENT ACCOUNTS (IRA'S AND OTHER QUALIFIED
ACCOUNTS) MUST BE IN WRITING AND INCLUDE ALL INFORMATION TO BE DEEMED RECEIVED
IN GOOD ORDER (QUALIFIED ACCOUNTS ARE NOT ELIGIBLE FOR THE TELEPHONE REDEMPTION
OPTION). Shareholders are automatically provided telephone privileges unless
such privilege is specifically rejected on the application form. Redemption
proceeds are mailed within five business days after an order is received, except
the mailing or wiring of redemption proceeds on shares purchased by personal,
corporate or government checks may be delayed until it has been determined that
collected funds have been received for the purchase of such shares, which may
take up to 15 days from the purchase date.

Pg. 9

The clearing period does not apply to purchases made by wire or by cashier's,
treasurer's, or certified checks. The Fund and the transfer agent employ
procedures designed to confirm that instructions communicated by telephone are
genuine, including requiring certain identifying information prior to acting
upon instructions, recording all telephone instructions and sending written
confirmations to the address of record. If such procedures are not reasonably
designed to prevent unauthorized or fraudulent instructions, the Fund may be
liable for any losses from unauthorized or fraudulent instructions.

SIGNATURE GUARANTEES. A signature guarantee is designed to protect you and the
Fund by verifying your signature. EXAMPLES OF WHEN SIGNATURE GUARANTEES ARE
REQUIRED ARE: (1) establishing certain services after the account is opened; (2)
requests for redemptions by mail or telephone in excess of $10,000; (3)
redeeming or exchanging shares, when proceeds are: (i) being mailed to an
address other than the address of record, (ii) made payable to other than the
registered owner(s); (4) transferring shares to another owner, or (5) changes in
previously designated wiring instructions.

These requirements may be waived or modified in certain circumstances.
Acceptable guarantors are all eligible guarantor institutions as defined by the
Securities Exchange Act of 1934, such as: commercial banks which are FDIC
members, trust companies, credit unions, savings associations, firms which are
members of a domestic stock exchange, and foreign branches of any of the above.
We cannot accept guarantees from institutions or individuals who do not provide
reimbursement in the case of fraud, such as notaries public.

MINIMUM ACCOUNT BALANCE. If an investor's account balance falls below $9,000 for
non-qualified accounts or $100 for qualified accounts (such as IRA's) as a
result of investor withdrawals (not due to market depreciation), the investor
will be given thirty days notice to reestablish the minimum balance. If you do
not increase your balance, the Fund reserves the right to close your account and
send the proceeds to you. The shares will be redeemed at the NAV on the day your
account is closed.

DIVIDENDS AND DISTRIBUTIONS

The Fund distributes substantially all of its net income and net capital gains
to shareholders. Dividends from net investment income and distributions from
capital gains, if any, are normally declared in December and paid after the end
of the year.

TAX AND GENERAL INFORMATION

As with any investment, you should consider how your investment in the Fund will
be taxed. If your account is not a tax-deferred retirement account, you should
be aware of these tax consequences. For federal tax purposes, the Fund's income
and short-term capital gain distributions are taxed as dividends; long-term
capital gain distributions are taxed as long-term capital gains. Your
distributions may also be subject to state income tax. The distributions are
taxable when they are paid, whether you take them in cash or participate in the
dividend 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. 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

Pg. 10

paid for your shares. The tax discussion set forth above is included for general
information only. Prospective investors should consult their own tax advisors
concerning the federal, state, local or foreign tax consequences of investing in
this Fund.

GENERAL INFORMATION: The Fund was organized on October 10, 1995 under the laws
of the Commonwealth of Massachusetts as a Massachusetts business trust. An
investor in the Fund is entitled to one vote for each full share held and a
fractional vote for each fractional share held. There will normally be no
meetings of investors for the purpose of electing Trustees unless and until such
time as less than a majority of the Trustees holding office have been elected by
investors. Any Trustee may be removed from office upon the vote of shareholders
holding at least a majority of the Fund's outstanding shares at a meeting called
for that purpose. A meeting will be called for the purpose of voting on the
removal of a Trustee at the written request of 10% of the Fund's outstanding
shares.

The expenses borne by the Fund include all organizational expenses, brokerage
commissions for portfolio transactions, taxes (if any), the advisory fee,
administration fee, extraordinary expenses of printing and mailing proxy
statements, expenses of registering and qualifying shares for sale (Blue Sky
fees), fees of Trustees who are not "interested persons" of the Advisor or
Administrator, custodian fees, auditors expenses, and the Fidelity Bond
premiums.

THE FUND WILL SEND OUT A MONTHLY REPORT DETAILING PORTFOLIO COMPOSITION, PRICE
AND A SHORT DESCRIPTION OF WHAT DRIVES EACH BUY AND SELL DECISION TO EACH
SHAREHOLDER. As an alternative to receiving the report by mail, shareholders may
receive this monthly report and a daily NAV share price by accessing the Fund's
portfolio on the Internet via a Web site (THE FUND'S WEB PAGE(S) ADDRESS IS:
HTTP: //WWW.JWB.COM). In addition, the Fund will also send investors a
semi-annual report and audited annual report and year end tax information about
their account. In an effort to conserve on the Fund's printing and mailing
costs, the Fund's plans to consolidate the mailing of its financial reports by
household. This means that a household having multiple accounts with the
identical address of record will receive a single copy of each report. Any
shareholder who does not want consolidation to apply to his or her account
should contact the transfer agent. Each time you buy and sell shares or
re-invest a dividend or capital gain distribution in the Fund, you will receive
a statement confirming such transaction and listing current share balance with
the Fund. The transfer agent may impose certain copying charges for requests for
copies of shareholder account statements and other historical information older
than 1 year. SHAREHOLDER INQUIRIES CONCERNING THEIR ACCOUNTS SHOULD BE DIRECTED
TO SHAREHOLDER SERVICES BY CALLING 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.

JWB AGGRESSIVE GROWTH FUND

STATEMENT OF ADDITIONAL INFORMATION

APRIL 30, 1997

This Statement of Additional Information is not a prospectus but should be read
in conjunction with the Fund's Prospectus dated April 30, 1997, which may be
obtained by writing the Fund at Century Square Building, 1188 Bishop Street,
Suite #1712, Honolulu, HI 96813.

TABLE OF CONTENTS PAGE

Investment Policies and Limitations........................................2-3
Portfolio Transactions..................................................... 4
Management of the Fund.....................................................4-6
Investment Management and Administration...................................6-7
Performance Information....................................................7-8
Taxes and Distributions....................................................8-9
Description of the Trust................................................... 10

Investment Advisor
JWB Investment Advisory & Research

Administrator
JWB Management Corp.

Distributor
Declaration Distributors, Inc.

Custodian
First National Bank of Boston

Transfer Agent and Fund Accounting Agent
Declaration Service Company

Pg. 2
INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the
Prospectus.

FUNDAMENTAL POLICIES. The Fund's fundamental investment policies and limitations
cannot be changed without approval by a "majority of the outstanding voting
securities" of the Fund (as defined in the Investment Company Act of 1940).
However, except for the fundamental investment limitations listed below, the
investment policies and limitations described in this Statement of Additional
Information are not fundamental and may be changed without shareholder approval.
The following are the Fund's fundamental investment limitations set forth in
their entirety. The Fund may not:

(1) With respect to 75% of the Fund's total assets, purchase the securities of
any issuer (other than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities) if, as a result, (a) more than 5% of
the Fund's total assets would be invested in the securities of that issuer, or
(b) the Fund would hold more than 10% of the outstanding voting securities of
that issuer;

(2) Issue senior securities, except as permitted under the Investment Company
Act of 1940;

(3) Borrow in amounts exceeding 5% of its total assets at the time of borrowing.
The Fund may not pledge or hypothecate any of its assets, except in connection
with permitted borrowing;

(4) Underwrite any issue of securities (except to the extent that the Fund may
be deemed to be an underwriter within the meaning of the Securities Act of 1933
in the disposition of restricted securities);

(5) Invest 25% or more of its total assets in securities of companies
principally engaged in any one industry, (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities);

(6) Purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Fund from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business);

(7) Purchase or sell commodities or commodities futures contracts; and

(8) Lend money, except that it may purchase and hold debt securities publicly
traded or privately placed and may enter into repurchase agreements. The Fund
will not lend securities if such a loan would cause more than 33 1/3 % of the
value of its total net assets to then be subject to such loans.

NON-FUNDAMENTAL POLICIES. The following are non-fundamental investment
limitations and, therefore may be changed by the Board of Trustees without a
shareholder vote. The Fund may not:

(9) Purchase any security on margin, except that it may obtain such short-term
credits as are necessary for clearance of securities transactions;

(10) Invest more than 5% of its total assets in warrants to purchase common
stock;

(11) Invest in companies for the purpose of exercising control or management;

Pg. 3

(12) Invest more than 10% of its net assets in illiquid securities;

(13) Invest in oil, gas, or other mineral exploration or development programs or
leases;

(14) 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
("ADRs"). ADRs are certificates evidencing ownership of shares of a foreign
issuer. These certificates are issued by depository banks and generally trade on
an established market in the United States or elsewhere. The underlying shares
are held in trust by a custodian bank or similar financial institution in the
issuer's home country. The depository bank may not have physical custody of the
underlying securities at all times and may charge fees for various services,
including forwarding dividends and interest and corporate actions. ADRs are an
alternative to directly purchasing the underlying foreign securities in their
national markets and currencies. However, ADRs continue to be subject to many of
the risks associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
associated with investing directly in foreign securities.

FIRM COMMITMENT AGREEMENTS. The Fund may enter into firm commitment agreements
("when-issued" purchases) for the purchase of securities at an agreed upon price
on a specified future date. The Fund will not enter into such agreements for the
purpose of investment leverage. Liability for the purchase price and all the
rights and risks of ownership of the securities accrue to the Fund at the time
it becomes obligated to purchase the securities, although delivery and payment
occur at a later date, generally within 45 days of the date of the commitment to
purchase. Accordingly, if the market price of the security should decline, the
effect of the agreement would obligate the Fund to purchase the security at a
price above the current market price on the date of delivery and payment. During
the time the Fund is obligated to purchase such securities, it will maintain
with the Custodian a segregated account with U.S. Government securities, cash or
cash equivalents of an aggregate current value sufficient to make payment for
the securities.

Pg. 4

PORTFOLIO TRANSACTIONS

The Advisory Agreement between the Fund and the Advisor, provides that when
executing portfolio transactions and selecting brokers and dealers, is to seek
the best overall terms available. In this regard, the Advisor will seek the most
favorable price and execution for the transaction given the size and risk
involved. In placing executions and paying brokerage commissions, the Advisor
considers the financial responsibility and reputation of the broker or dealer,
the range and quality of the brokerage and research services made available to
the Fund and the professional services rendered, including execution, clearance
procedures, wire service quotations, and the ability to provide supplemental
performance, statistical and other research information for consideration,
analysis and evaluation by the Advisor's staff. Under the Advisory Agreement,
the Advisor is permitted, in certain circumstances, to pay a higher commission
than might otherwise be obtained in order to acquire brokerage and research
services. Total brokerage commissions for the fiscal period ending on December
31, 1996 were $2,664.

The Advisor must determine in good faith, however, that such commissions are
reasonable in relation to the value of the brokerage and research services
provided (viewed in terms of that particular transaction or in terms of all the
accounts over which investment discretion is exercised).

The Board of Trustees will periodically review the commissions paid by the Fund
to monitor if the commissions paid over represented periods of time were
reasonable in relation to the benefits obtained. The advisory fee paid to the
Advisor would not be reduced by reason of its receipt of such brokerage and
research services. To the extent that research services of value are provided by
broker/dealers through or with whom the Fund places portfolio transactions, the
Advisor may use such research in servicing its other fiduciary accounts and not
all services received may be used by the Advisor in connection with its services
to the Fund. However, the Fund may also benefit from research services received
by the Advisor in connection with transactions effected on behalf of other
fiduciary accounts.

On occasions when the Advisor deems the purchase or sale of a security to be in
the best interests of the Fund as well as other fiduciary accounts, the Advisor
may aggregate the securities to be sold or purchased for the Fund with those to
be sold or purchased for other accounts in order to obtain the best net price
and most favorable execution. In such event, the allocation will be made by the
Advisor in the manner considered to be most equitable and consistent with its
fiduciary obligations to all such fiduciary accounts, including the Fund. In
some instances, this procedure could adversely affect the Fund but the Advisor
deems that any disadvantage in the procedure would be outweighed by the
increased opportunity to engage in volume transactions.

MANAGEMENT OF THE FUND

The Trustees and Officers of the Fund, their current business addresses and
principal occupations during the last five years are set forth below. Trustees
that have an asterisk before their name are "interested persons" of the Trust as
defined in the Investment Company Act of 1940, as amended.

* John W. Bagwell (35), Trustee and President of the Fund, founded JWB
Management Corp. in October, 1995 and serves as Chief Executive Officer. Prior
to this service, he served as a general securities principal for Polaris
Financial Services, Inc. (6/93 - 10/95). Mr. Bagwell has also served as a
registered investment advisor with JWB Investment Advisory & Research since
April, 1993. Mr. Bagwell served as a general securities principal & registered
representative for Mariner Financial Services, Inc. (11/91 - 6/93) and as a
registered representative for Gaidos/Tani Associates (11/91 - 12/92) and Money
Concepts International (7/90 - 11/91).

Pg. 5

Mr. Bagwell's business address is Century Square Building, 1188 Bishop Street,
Suite #1712, Honolulu, HI 96813.

* Gregory P. Lussier (36), Trustee and Chief Financial Officer of the Fund,
serves as Chief Financial Officer of JWB Management Corp. (since 2/96). Mr.
Lussier is also a registered investment advisor (since 1/96), and served as a
registered investment advisor representative with JWB Investment Advisory &
Research (10/94 - 12/95). Mr. Lussier is also the President of The Financial
Freedom Corp. (4/92 to present), and also serves as securities principal for
Polaris Financial Services, Inc. (1/93 to present). Previously, Mr. Lussier
served as a securities principal for Mariner Financial Services, Inc. (5/92 -
12/92), as a branch manager for P.F.S. Home Mortgages, Inc. and as a national
sales director for Primerica Financial Services (5/82 - 9/92), and as a branch
manager for First America National Securities (6/83 - 5/92). Mr. Lussier's
business address is Wailuku Industrial Park, 270 Hookahi St., Suite #306,
Wailuku, HI 96793-1466.

* Roger Y. Dewa (58), Trustee and Secretary of the Fund, serves as Secretary and
General Counsel to JWB Management Corp. (since 10/95). Mr. Dewa has been
practicing law as a sole proprietor since 1969. Mr. Dewa's business address is
International Savings Building, 1111 Bishop Street, Suite #51, Honolulu, HI
96813.

Scott A. Hadley (30), Trustee of the Fund. Mr. Hadley has been an employee of
McDonnell Douglas Corporation (1/90 to present). Prior to this position Mr.
Hadley was in the U.S. Army (6/83 to 12/89). Mr. Hadley's business address is
5301 Bolsa Ave., Huntington Beach, CA 92647.

* Denise Beebe Throntveit (42), Trustee and Chief Operating Officer of the Fund,
serves as Chief Operating Officer of JWB Management Corp. (since 10/96) and
serves as President of Foremost Futures, LTD (since 3/90). Ms. Throntveit also
serves as President of Foremost Capital Resource Management, Inc. (8/95) and
Secretary of the National Introducing Brokers Association (6/95). Ms.
Throntveit's business address is 223 Jackson #600, Chicago, IL 60606.

Wallace Y. Watanabe (49), Trustee of the Fund. Mr. Watanabe serves as President
of the Honolulu City & County Employees Federal Credit Union (6/72 to present).
Mr. Watanabe's business address is 832 S. Hotel St., Honolulu, HI 96813-2590.

Terry S. Krznarich, M.D. (34), Trustee of the Fund, serves as Chief Resident,
Dept. of Pathology for Saint Johns Hospital (6/92 to present). Prior to this
service, Doctor Krznarich was pursuing his education. Mr. Krznarich's business
address is 22101 Moross St., Detroit, MI 48236.

The Fund does not pay any direct remuneration to any Trustee who is an
"interested person" of the Fund, or any officer employed by the Advisor or its
affiliates. It is anticipated that the Trustees of the Fund who are not
"interested persons" of the Fund will receive compensation in the amount of $200
per meeting attended.

The following table sets forth information estimating the compensation of each
current Trustee of the Fund for his services.

Pg. 6

PENSION OR ESTIMATED
RETIREMENT ANNUAL
BENEFITS BENEFITS UPON
AGGREGATE ACCRUED AS PART RETIREMENT TOTAL
COMPENSATION OF FUND FROM THE COMPENSATION
TRUSTEES FROM THE FUND* EXPENSES FUND FROM THE FUND**

John W. Bagwell* None None None None
Denise B. Throntveit* None None None None
Gregory P. Lussier* None None None None
Roger Y. Dewa* None None None None
Scott A. Hadley $200 None None $200**
Wallace Y. Watanabe $200 None None $200**
Terry S. Krznarich $200 None None $200**

</TABLE>

* Interested Trustees of the Fund are compensated by JWB Management Corp.
** Fees are based on a $200.00 fee per in-person meeting.

INVESTMENT MANAGEMENT AND ADMINISTRATION

JWB Investment Advisory & Research serves as the Fund's Investment Advisor and
JWB Management Corp. serves as the Fund's Administrator. In addition to the
services described in the Fund's Prospectus, the Advisor and/or the
Administrator will compensate all personnel, Officers and Trustees of the Fund
if such persons are employees of the Advisor or its affiliates. For the services
and facilities provided to the Fund by the Advisor, the Fund pays to the Advisor
an annual fee of 1% of its average daily net asset, which is paid monthly. For
the services provided to the Fund by the Administrator, the Fund pays to the
Administrator an annual fee of .90% of the Fund's average daily net assets,
which is paid monthly.

The total operating expenses of the Fund, exclusive of taxes, interest,
brokerage commissions and extraordinary expenses, but inclusive of the Advisor's
and the Administrator's fees, are subject to the most restrictive of the
expenses limitations imposed by state securities commissions of the states in
which the Fund's shares are registered or qualified for sale. The current most
restrictive limitation that may apply to the Fund is 2.35% of the first $30
million of average net assets, 2% of the next $70 million and 1.5% of any excess
over $100 million. The Advisor has agreed to absorb certain Fund operating
expenses to the extent that the ratio of expenses to average daily net assets
exceeds 2.35%.

The Board of Trustees of the Fund (including a majority of the Trustees who are
not "interested persons" of the Fund) approved the Advisory Agreement on January
5, 1996. The Advisory Agreement provides that it will continue initially for two
years, and from year-to-year thereafter as long as it is approved at least
annually both (i) by a vote of a majority of the outstanding voting securities
of the Fund (as defined in the Investment Company Act of 1940) or by the Board
of Trustees of the Fund, and (ii) by a vote of a majority of the Trustees who
are not parties to the Advisory Agreement or "interested persons" of any party
thereto, cast in person at a

Pg. 7

meeting called for the purpose of voting on such approval. The Advisory
Agreement may be terminated upon 60 days written notice by either party and will
terminate automatically if it is assigned. The Advisory Agreement provides in
substance that the Advisor shall not be liable for any action or failure to act
in accordance with its duties thereunder in the absence of willful misfeasance,
bad faith or gross negligence on the part of the Advisor or of reckless
disregard of its obligations thereunder.

The Advisor has adopted a Code of Ethics which regulates the personal securities
transactions of the Advisor's investment personnel and other employees and
affiliates with access to information regarding securities transactions of the
Fund. The Code of Ethics requires investment personnel to disclose personal
securities holdings upon commencement of employment and all subsequent trading
activity. Investment personnel are prohibited from trading in any securities (i)
for which the Fund has a pending buy or sell order, (ii) in which the Fund is
considering buying or selling, or (iii) which the Fund has purchased or sold
within seven calendar days.

Ownership structure of JWB Investment Advisory & Research is a sole
proprietorship, wholly owned by John W. Bagwell, and JWB Management Corp.
percentage of stock ownership is 51% controlled by John W.
Bagwell.

PERFORMANCE INFORMATION

TOTAL RETURN. The Fund may advertise performance in terms of average annual
total return for 1, 5 and 10-year periods, or for such lesser periods as the
Fund has been in existence. Average annual total return is computed by finding
the average annual compounded rates of return over the periods that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:

P(1 + T)n = ERV

Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment and assumes all dividends and distributions by the
Fund are re-invested at the price stated in the Prospectus on
the re-investment dates during the period

In addition to average total returns, the Fund may quote an average or
cumulative total return reflecting the change in value of an investment over a
specified period. Total returns, yields and other performance information may be
quoted numerically or in a table, graph, or similar illustration.

YIELD. The Fund may advertise performance in terms of a 30-day yield quotation.
The 30-day yield quotation is computed by dividing the net investment income per
share earned during the period by the maximum

Pg. 8

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., which monitors mutual fund
performance. The Fund's performance may also be compared to other mutual funds
tracked by financial or business publications and periodicals.

TAXES AND DISTRIBUTIONS

TAXATION OF THE FUND. The Fund intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code. To qualify as a
regulated investment company, the Fund must, among other things, (a) derive at
least 90% of its gross income from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stock, securities,
or other income derived with respect to its business of investing in such stock
or securities; (b) derive in each taxable year less than 30% of its gross income
from the sale or other disposition of stock, securities held less than three
months (the "30% test"), and (c) satisfy certain diversification requirements at
the close of each quarter of the Fund's taxable year.

If the Fund qualifies as a regulated investment company and distributes at least
90% of its net investment income, the Fund will not be subject to Federal income
tax on the income so distributed. However, the Fund

Pg. 9

would be subject to corporate income tax on any undistributed income other than
tax-exempt income from municipal securities.

TAXATION OF THE SHAREHOLDER. Taxable distributions generally are included in a
shareholder's gross income for the taxable year in which they are received.
However, dividends declared in October, November and December and made payable
to shareholders of record in such month will be deemed to have been received on
December 31st if paid by the Fund during the following January.

Distributions by the Fund will result in a reduction in the fair market value of
the Fund's shares, should a distribution reduce the fair market value below a
shareholder's cost basis, such distribution would be taxable to the shareholder
as ordinary income or as a long-term capital gain, even though, from an
investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares of the Fund just prior to a distribution. The price of such shares
include the amount of any forthcoming distribution so that those investors may
receive a return of investment upon distribution which will, nevertheless, be
taxable to them.

A redemption of shares is a taxable event and, accordingly, a capital gain or
loss may be recognized. If a shareholder receives a distribution taxable as a
long-term gain and redeems shares which he has not held for more than six
months, any loss on the redemption (not otherwise disallowed as attributable to
an exempt- interest dividend) will be treated as a long-term capital loss to the
extent of the long-term capital previously recognized. Each investor should
consult a tax advisor regarding the effect of federal, state, local, and foreign
taxes on an investment in the Fund.

DIVIDENDS. A portion of the Fund's income may qualify for the dividends-received
deduction available to corporate shareholders to the extent that the Fund's
income is derived from qualifying dividends. Because the Fund may earn other
types of income, such as interest, income from securities loans, non-qualifying
dividends, and short-term capital gains, the percentage of dividends from the
Fund that qualifies for the deduction generally will be less than 100%. The Fund
will notify corporate shareholders annually of the percentage of Fund dividends
that qualifies for the dividend received deductions.

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.

Pg. 10

DESCRIPTION OF THE TRUST

ORGANIZATION. JWB Aggressive Growth Fund is an open-end management investment
company organized as a Massachusetts business trust on October 10, 1995. Under
Massachusetts law, shareholders of Massachusetts business trusts may, under
certain circumstances, be held personally liable for the obligations of the
trust. The Declaration of Trust provides that the Trust shall not have any claim
against shareholders, except for the payment of the purchase price of shares,
and requires that each agreement entered into or executed by the Trust or the
Trustees include a provision limiting the obligations created thereby to the
Trust and its assets. The Declaration of Trust provides that the Fund shall,
upon request, assume the defense of any claim made against any shareholder for
any act or obligations of the Fund and satisfy any judgement thereon. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be unable
to meet its obligations.

VOTING RIGHTS. The Fund's capital consists of shares of beneficial interest. An
investor in the Fund is entitled to one vote for each full share held and a
fractional vote for each fractional share held. The shares have no preemptive or
conversion rights; the voting and dividend rights and the right of redemption
are described in the Prospectus. Shares are fully paid and nonassessable, except
as set forth above describing shareholder and Trustee liability. Shareholders
representing 10% or more of the Trust or the Fund may, as set forth in the
Declaration of Trust, call meetings of the Trust for any purpose related to the
Trust, including for the purpose of voting on the removal of one or more
Trustees.

AUDITOR. Sanville & Co., 1514 Old York Road, Abington, Pennsylvania 19001,
serves as the Trust's independent accountant. The independent accountant
examines financial statements for the Fund and provides other audit, tax and
related services.

JWB AGGRESSIVE GROWTH FUND

ANNUAL REPORT
December 31, 1996

JWB AGGRESSIVE GROWTH FUND

John W. Bagwell* - Chairman and President
Gregory P. Lussier* - Chief Financial Officer
Denise B. Throntveit* - Chief Operating Officer
Roger Y. Dewa* - Secretary
Scott A. Hadley
Wallace Y. Watanabe
Terry S. Krznarich, M.D.

INVESTMENT ADVISOR
JWB Investment Advisory & Research
Century Square Building
1188 Bishop Street, Suite 1712
Honolulu, HI 96813

ADMINISTRATOR
JWB Management Corporation
Century Square Building
1188 Bishop Street, Suite 1712
Honolulu, HI 96813

DISTRIBUTOR
Declaration Distributors, Inc.
P.O. Box 844
Conshohocken, PA 19428-0844

CUSTODIAN
First National Bank of Boston
150 Royall Street
Canton, MA 02021

ACCOUNTING AGENT AND TRANSFER AGENT
Declaration Service Company
P.O. Box 844
Conshohocken, PA 19428-0844

AUDITORS
Sanville & Company
1514 Old York Road
Abington, PA 19001

* Affiliated with the Investment Advisor

JWB AGGRESSIVE GROWTH FUND
Shareholders Report

Dear Shareholders,

Our initial month of trading proved to be very successful with an 8% increase in
NAV followed by a tough fight all summer in a volatile quasi-bear market. We
were then knocked down to 9.44 for a -5.6% (NAV) for 1996 (for 8 1/2 months
worth of trading). We managed the portfolio through this volatile corridor to
end up outperforming the S&P 500 for the last two months.

In 1997 the Fund's goal is to increase assets and expand sales in several other
states, while holding predominately most of the portfolio until we believe the
stocks price appreciation is in the best interest to sell relative to the stocks
technical, fundamental and quantitative analysis. The Fund will continue to look
for companies that exhibit steady growth which are selling at reasonable
valuations.

This year's economy seems to be slowing down, but many companies are still
showing good earnings growth in the fourth quarter and should continue with good
earning pace well into the second quarter of 1997. Currently employment is
tight, but is showing some signs of easing and therefore will not force
companies to increase prices, or force the Fed to increase interest rates, and
thus the Fund is looking to a sea-saw climb into the early summer months.

We would like to give a special thanks to all shareholders for their commitment
and belief in the Fund's management.

Sincerely,

/s/ John W. Bagwell
John W. Bagwell, CEO & Trustee
JWB Aggressive Growth Fund

2-15-97

JWB AGG. GROWTH FUND
VS. NASDAQ COMPOSITE & S&P 500 INDEX

S&P 500 NASDAQ JWB AGGRESIVE
DATES INDEX COMPOSITE GROWTH FUND

3/15/96 $10,000.00 $10,000.00 $10,000.00
3/31/96 $10,063.50 $10,016.50 $10,020.00
4/30/96 $10,198.65 $10,827.04 $10,490.00
5/31/96 $10,431.69 $11,308.19 $10,710.00
6/30/96 $10,455.27 $10,777.04 $9,700.00
7/31/96 $9,976.94 $9,827.26 $9,060.00
8/31/96 $10,164.61 $10,381.23 $9,070.00
9/30/96 $10,715.53 $11,158.05 $9,470.00
10/31/96 $10,995.20 $11,108.85 $9,050.00
11/30/96 $11,802.03 $11,755.49 $9,640.00
12/31/96 $11,548.17 $11,741.15 $9,440.00

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and
Board of Directors of the
JWB Aggressive Growth Fund

We have audited the accompanying statement of assets and liabilities of
JWB Aggressive Growth Fund, including the schedule of investments owned, as of
December 31, 1996 and the related statements of operations, changes in net
assets, and the financial highlights for the period from March 28, 1996
(commencement of operations) to December 31, 1996. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1996 by correspondence with
the custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of JWB Aggressive Growth Fund as of December 31, 1996 the results of
its operations, the changes in net assets, and the financial highlights for the
period from March 28, 1996 (commencement of operations) to December 31, 1996 in
conformity with generally accepted accounting principles.

Abington, Pennsylvania SANVILLE & COMPANY
February 13, 1996 Certified Public Accountants

JWB Aggressive Growth Fund

STATEMENT OF ASSETS AND LIABILITIES

December 31, 1996

ASSETS

Investments in securities, at value
(cost - $408,121) (Notes 1 and 3) $ 424,649
Cash 21,489
Receivables:
Dividends 129
Interest 75
Prepaid insurance 125
Deferred organization costs (Note 1) 19,523
---------

Total assets 465,990
---------

LIABILITIES

Due to advisor for deferred organization
costs (Note 1) 19,523
Accrued expenses due advisor (Note 2) 1,775
Accrued expenses due administrator (Note 2) 1,597
Accrued expenses 162
---------

Total liabilities 23,057
---------

NET ASSETS $ 442,933
=========

Net assets consist of:

Capital paid-in $ 443,691
Accumulated net realized loss on investments (16,880)
Net unrealized appreciation of investments 16,528
Accumulated net investment loss (406)
---------

NET ASSETS $ 442,933
=========

NET ASSET VALUE PER SHARE
(based on 46,943 shares outstanding - indefinite
shares authorized with $.001 per share par value) $ 9.44
=========

The accompanying notes are an integral part of these financial statements.

JWB Aggressive Growth Fund

STATEMENT OF OPERATIONS

For the period March 28, 1996 (commencement of
operations) to December 31, 1996

INVESTMENT INCOME
Income
Dividends $ 588
Interest 2,416
--------

Total income 3,004
--------
Expenses
Investment management fee (Note 2) 1,775
Administrative service fee (Note 2) 1,597
Accounting and pricing fee 2,788
Registration fees and expenses 544
Audit fee 3,000
Insurance 1,375
--------

Total expenses before reimbursement 11,079

Reimbursement of expenses by manager (Note 2) (7,669)
--------

Expenses, after reimbursement 3,410
--------
Net investment loss (406)
--------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

Net realized loss on investments (16,880)
Change in net unrealized appreciation 16,528
--------

Net realized and unrealized gain (loss) on investments (352)
--------

Net decrease in net assets resulting from operations $ (758)
========

The accompanying notes are an integral part of these financial statements.

JWB Aggressive Growth Fund

STATEMENT OF CHANGES IN NET ASSETS

For the period March 28, 1996 (commencement of
operations) to December 31, 1996

INCREASE (DECREASE) IN NET ASSETS:
From Operations:
Net investment loss $ (406)
Net realized loss on investments (16,880)
Change in net unrealized appreciation on investments 16,528
--------

Net decrease in net assets resulting from
operations (758)
--------

From fund share transactions - net* 443,691
--------

Total increase in net assets 442,933

Net Assets:
Beginning of period 0
--------
End of period $ 442,933
========

* Analysis of fund share transactions

Shares Amount
------ ------

Shares sold 48,836 $ 462,011
Shares issued in reinvestment of distribution 0 0
-------- --------
48,836 462,011
Shares redeemed 1,893 18,320
-------- --------

Net increase 46,943 $ 443,691
======== ========

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part
of these financial statements.

JWB Aggressive Growth Fund

SCHEDULE OF INVESTMENTS

December 31, 1996

Shares Value
------ -----

COMMON STOCKS -

CHEMICALS - 4.0%

Albermarle Corp. 975 $ 17,672
--------

RAILROADS, LINE-HAUL OPERATING - 1.4%

CSX Corp. 150 6,338
--------

TRUCKING - 0.7%

Frozen Food Express 350 3,150
--------

HARDWARE/HANDTOOLS - 0.9%

Penn Engineering & Mfg. Corp. 200 4,100
--------

APPAREL & ACCESSORY - 2.7%

GAP, Inc. 400 12,050
--------

MEDICAL & DRUGS - 7.5%

Chronimed, Inc.* 300 4,087
Medicis Pharmaceutical - Class A* 250 11,000
Watson Pharmaceuticals Inc. 400 17,975
--------

33,062
--------

The accompanying notes are an integral part of these financial statements.

JWB Aggressive Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

December 31, 1996

Shares Value
------ -----

SUPPLIES - 8.4%

Cohrent, Inc.* 425 $ 17,956
Conmed Corp.* 250 5,125
Protocol System, Inc.* 1,100 14,300
--------

37,381
--------

PROGRAMMING/ENTERTAINMENT - 0.7%

Valuevision International, Inc. - Class A* 600 3,225
--------

BANKING - 3.8%

City National Corp. 775 16,759
--------

LEGAL SERVICES - 1.2%

Prepaid Legal Services, Inc. 300 5,475
--------

LIFE INSURANCE - 1.1%

Conseco, Inc. 75 4,781
--------

SERVICES - 3.1%

First USA, Inc. 400 13,850
--------

SPECIALTY INSTRUMENTS - 4.1%

ZYGO Corp.* 350 18,200
--------

The accompanying notes are an integral part of these financial statements.

JWB Aggressive Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

December 31, 1996

Shares Value
------ -----

EQUIPMENT - 0.8%

Safety Components Int'l, Inc.* 372 $ 3,348
--------

SPORTS/OUTDOOR EQUIPMENT - 5.38%

Artic Cat Inc. 1,700 16,787
North Face Inc.* 350 6,738
--------

23,525
--------
DATA PROCESSING - 2.9%

Imation Corporation* 450 12,656
--------

SOFTWARE - 5.9%

Aladdin Knowledge Systems 1,200 12,150
Informix Corp. 300 6,113
MDL Information Systems Inc. 425 7,916
--------

26,179
--------

COMPUTER SYSTEMS - 4.2%

Auspex Systems Inc.* 700 8,137
DSP Technology* 900 4,162
Gateway 2000 Inc.* 120 6,427
--------

18,726
--------

COMPUTER SERVICES - 2.0%

Electronic Data Systems Corp. 200 8,650
--------

The accompanying notes are an integral part of these financial statements.

JWB Aggressive Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

December 31, 1996

Shares Value
------ -----

COMPUTER PERIPHERALS - 7.4%

Cisco Systems Inc.* 125 $ 7,953
Mylex Corp.* 700 8,750
U S Robotics Corp. 225 16,200
--------

32,903
--------

COMPUTER COMMUNICATIONS EQUIPMENT - 1.0%

Ciprico, Inc.* 300 4,388
--------

EQUIPMENT/SERVICES - 13.9%

Cidco, Inc.* 200 3,500
Inter-Tel Inc. 1,000 19,000
Lucent Technologies Inc. 375 17,344
Octel Communications Corp.* 325 5,688
Wireless Telecom Group Inc. 1,525 15,822
--------

61,354
--------

EQUIPMENT - 3.3%

Orbotech Ltd.* 1,000 14,375
--------

SEMICONDUCTORS - 1.7%

Semtech Corp.* 150 2,569
Ultratech Stepper, Inc.* 200 4,750
--------

7,319
--------

The accompanying notes are an integral part of these financial statements.

JWB Aggressive Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

December 31, 1996

Shares Value
------ -----

RETAIL - RESTAURANTS - 1.0%

McDonald's Corp. 100 $ 4,525
--------

OPTICAL INSTRUMENTS AND LENSES - 4.4%

Galileo Electro Optics Corp.* 275 6,909
Thermotrex Corp.* 460 12,593
--------

19,502
--------

RETAIL - VARIETY STORES - 2.5%
- -----------------------

OfficeMax, Inc.* 1,050 11,156
--------

Total common stocks - 95.9% 424,649
(Cost: $408,121)

Cash 4.9% 21,489

Other assets - net ( 0.8%) (3,205)
------ --------

NET ASSETS 100% $ 442,933
===== ========

* Non-income producing

The accompanying notes are an integral part of these financial statements.

JWB Aggressive Growth Fund

NOTES TO FINANCIAL STATEMENTS

December 31, 1996

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization: JWB Aggressive Growth Fund is a newly organized, diversified
investment company that consists of one portfolio (the "Fund"). The Fund is
organized as a Massachusetts business trust and is registered under the
Investment Company Act of 1940. The Fund is authorized to issue an unlimited
number of shares. The financial statements have been prepared in conformity
with generally accepted accounting principles which require management to
make certain estimates and assumptions at the date of the financial
statements. The policies described below are followed consistently by the
Fund in the preparation of its financial statements in conformity with
generally accepted accounting principles for regulated investment companies.

The following is a summary of significant accounting policies followed by the
Fund.

Security Valuation: Securities are valued at the last reported sales price,
in the case of securities where there is no reported last sale, the closing
bid price. Securities for which market quotations are not readily available
are valued at their fair values as determined in good faith by or under the
supervision of the Company's Board of Trustees in accordance with methods
which have been authorized by the Board. Short term debt obligations with
maturities of 60 days or less are valued at amortized cost which approximates
market value.

Securities Transactions and Investment Income: Security transactions are
recorded on the dates the transactions are entered into (the trade dates).
Realized gains and losses on security transactions are determined on the
identified cost basis. Dividend income is recorded on the ex-dividend date.
Interest income is determined on the accrual basis. Discount on fixed income
securities is amortized.

Dividends and Distributions to Shareholders: The Fund records all dividends
and distributions payable to shareholders on the ex-dividend date.

Federal Income Taxes: It is the Fund's intention to qualify as a regulated
investment company and distribute all of its taxable income. Accordingly, no
provision for Federal income taxes is required in the financial statements.

JWB Aggressive Growth Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 1996

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Other: The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax
regulations which may differ from generally accepted accounting principals.
These differences relate primarily to foreign denominated investments, market
discount, defaulted bonds, partnerships, non-taxable dividends and losses
deferred due to wash sales. As a result, net investment income (loss) and net
realized gain (loss) on investment transactions for a reporting period may
differ significantly from distributions during such period. Accordingly, the
Fund may periodically make reclassifications among certain of its capital
accounts without impacting the net asset value of the Fund.

Deferred Organization Expenses: JWB Investment Advisory & Research (the
"Adviser") has paid the deferred organization expenses of the Fund. The
deferred organization expenses will be amortized over a period not exceeding
five years once the Fund has the ability to amortize the expenses and not
exceed the voluntary expense limitation (see Note 2). The Adviser will be
repaid at the rate in which the deferred organization expenses are amortized.

2. MANAGEMENT FEE AND TRANSACTIONS WITH AFFILIATES

Under the terms of the investment management agreement, the Adviser has
agreed to provide the Fund investment management services and be responsible
for the day to day operations of the Fund. The Adviser will receive a fee,
for the performance of its services at an annual rate of 1% of average daily
net assets. The fee will be accrued daily and paid monthly. An investment
management fee of $1,775 was accrued but none paid for the period ended
December 31, 1996. The Adviser has agreed to limit the Fund's expenses to
2.35% of the Fund's average daily net assets. The actual expense ratio for
the period March 28, 1996 (commencement of operations) to December 31, 1996
was 1.95%. The Adviser reimbursed the Fund and waived fees and expenses
totalling $7,669 for the period ended December 31, 1996.

JWB Aggressive Growth Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 1996

2. MANAGEMENT FEE AND TRANSACTIONS WITH AFFILIATES (Continued)

Administration Fee. The Fund has an administration agreement with JWB
Management Corporation (the "Administrator"), an affiliate of the Adviser, to
provide certain administrative and shareholder services, subject to the
supervision and direction of the Board of Trustees of the Fund. The
Administrator provides or contracts for a variety of services, including
monitoring the financial, accounting and administrative transactions of the
Fund, preparation of materials for meetings of the Board of Trustees,
coordinating the preparation of the semi-annual and annual financial
statements, preparation of tax returns and monitoring compliance procedures
for the Fund. In addition, the Administrator pays for certain expenses borne
by the Fund including the charges and expenses of the transfer agent, legal
expenses, the costs incurred in the preparation and mailing of the Fund's
prospectus and sales and promotional material, and other miscellaneous
expenses not borne by the Fund. For these services, the Fund pays the
Administrator a fee, which is calculated daily and paid monthly, equal to an
annual rate of .90% of average daily net assets. An administrative fee of
$1,597 was accrued but none paid for the period ended December 31, 1996.

Certain officers and directors of the Fund are officers and directors of the
Manager.

3. INVESTMENT TRANSACTIONS

Purchases and sales of investment securities (excluding short-term
securities) for the period March 28, 1996 (commencement of operations) to
December 31, 1996 were $609,547 and $301,426, respectively.

At December 31, 1996, net unrealized appreciation for Federal Income tax
purposes aggregated $16,528 of which $41,841 related to unrealized
appreciation and $25,313 related to unrealized depreciation. The cost of
investments at December 31, 1996 for Federal income tax purposes was
$408,121.

JWB Aggressive Growth Fund

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

For the period from
March 28, 1996
(commencement of
operations) to
December 31, 1996

Per Share Operating Performance

Net Asset Value, Beginning of Period $ 10.00

Income From Investment Operations:
Net Investment Loss (.01)
Net Realized and Unrealized Gain on Investments .55
-------

Total From Investment Operations 0.56

Less Distributions:
Distributions from Net Realized Gain .00

Total Distributions .00

Net Asset Value, End of Period $ 9.44

Total Return (.06%)

Ratios/Supplemental Data:

Ratio of Expenses (Before Reimbursement) to
Average Net Assets 6.34%(A)
Ratio of Expenses (After Reimbursement) to
Average Net Assets (%) 1.95%(A)
Ratio of Net Investment Loss to Average Net Assets (.23)%(A)
Portfolio Turnover Rate (%) 181.79%
Net Assets, End of Period $442,933
- ------------------------------------------------------------------------------

(A) Annualized

The accompanying notes are an integral part of these financial statements.

FORM N-1A

PART C. OTHER INFORMATION

Item 24. Financial Statements:

(a) Financial Statements:

The Registrant's financial statement for the period ended
December 31, 1996 is incorporated by reference into the
Registrant's Prospectus and Statement of Additional
Information. The financial statements included are:

1. Annual report dated December 31, 1996.

(b) Exhibits:

Except as noted, the following exhibits are being filed
herewith:

1. Declaration of Trust of Registrant dated October 10, 1995
is hereby incorporated by reference from the Registrant's
Registration Statement on Form N-1A (File No. 33-99124) as
filed with the Securities and Exchange Commission on
November 8, 1995.

2. By-Laws of Registrant is hereby incorporated by reference
from the Registrant's Registration Statement on Form N-1A
(File No. 33-99124) as filed with the Securities and
Exchange Commission on November 8, 1995.

3. Not applicable.

4. Form of Specimen Share Certificate is hereby incorporated
by reference from the Registrant's Pre-Effective Amendment
#1 on Form N-1A (File No. 33-99124) as filed with the
Securities and Exchange on January 8, 1996.

5. Investment Advisory Agreement between JWB Investment
Advisory & Research and Registrant dated January 5, 1996 is
hereby incorporated by reference from the Registrant's
Pre-Effective Amendment #1 on Form N-1A (File No. 33-99124)
as filed with the Securities and Exchange on January 8,
1996.

6. Distribution Agreement between Registrant, The Declaration
Group and JWB Management Corp. dated January 5, 1996 is
hereby incorporated by reference from the Registrant's
Pre-Effective Amendment #1 on Form N-1A (File No. 33-99124)
as filed with the Securities and Exchange on January 8,
1996.

7. Not applicable.

8. Custody Agreement between Registrant and First National
Bank of Boston is hereby incorporated by reference from the
Registrant's Registration Statement on Form N-1A (File No.
33-99124) as filed with Securities and Exchange Commission
on November 8, 1995.

9.(b) Administration Agreement between Registrant and JWB
Management Corp. dated January 5, 1996 is hereby
incorporated by reference from the Registrant's
Pre-Effective Amendment #1 on Form N-1A (File No.
33-9124) as filed with the Securities and Exchange on
January 8, 1996.

9.(c) Transfer Agency Agreement between Registrant and The
Declaration Group dated January 5, 1996 is hereby
incorporated by reference from the Registrant's
Pre-Effective Amendment #1 on Form N-1A (File No.
33-9124) as filed with the Securities and Exchange on
January 8, 1996.

10. Opinion and Consent of counsel is filed herein.

11. Consent of Independent Public Accountant is filed herein.

12. Not applicable.

13. Mutual Fund Subscription Purchase Agreement is incorporated
by reference to the Registrant's Registration Statement on
Form N-1A (File No. 33-19124) filed on November 8, 1995.

14. Not applicable.

15. Not applicable.

16. Not applicable.

17.(a) Power of Attorney of Roger Dewa is hereby incorporated
by reference from the Registrant's Pre-Effective
Amendment #2 on Form N-1A (File No. 33- 99124) as filed
with the Securities and Exchange on March 12, 1996.

17.(b) Power of Attorney of Denise B. Throntveit is filed
herein.

17.(c) Power of Attorney of Scott Hadley is hereby
incorporated by reference from the Registrant's
Pre-Effective Amendment #2 on Form N-1A (File No. 33-
99124) as filed with the Securities and Exchange on
March 12, 1996.

17.(d) Power of Attorney of Wallace Y. Watanabe is hereby
incorporated by reference from the Registrant's
Pre-Effective Amendment #2 on Form N-1A

(File No. 33-99124) as filed with the Securities and
Exchange on March 12, 1996.

17.(e) Power of Attorney of Terry S. Krznarich, M.D. is hereby
incorporated by reference from the Registrant's
Pre-Effective Amendment #2 on Form N-1A (File No.
33-99124) as filed with the Securities and Exchange on
March 12, 1996.

17.(f) Power of Attorney of Gregory P. Lussier is hereby
incorporated by reference from the Registrant's
Pre-Effective Amendment #2 on Form N-1A (File No.
33-99124) as filed with the Securities and Exchange on
March 12, 1996.

Item 25. Persons Controlled by or Under Common Control with Registrant.

The Registrant does not directly or indirectly control any person.
Alice P. Kakaio owns 100% of the Fund's shares as of the date of this
filing.

JWB Investment Advisory & Research, the Registrant's Investment Advisor
(the"Advisor") is a sole proprietor, wholly owned by John W. Bagwell.

JWB Management Corp., the Registrant's Administrator is a Hawaii
corporation. John W. Bagwell, CEO owns 51% of the stock.

Item 26. Number of Holders of Securities.

There are four record holders of the Fund as of the date of this
filing.

Item 27. Indemnification.

Section 8.4 of the Declaration of Trust filed on October 10, 1995,
provides for indemnification of the Registrant's trustees and officers
under certain circumstances.

Insofar as indemnification for liability arising under the Act may be
permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and

Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a

trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such trustee, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of

appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

Item 28. Business and Other Connections of Investment Adviser.

All of the information required by this item is set forth in the Form
ADV, as amended, of JWB Investment Advisory & Research (File No.
801-43795). The following sections of Form ADV are incorporated herein
by reference:

(a) Items 1 and 2 of Part II
(b) Section 6, Business Background, of each Schedule D.

Item 29. Principal Underwriter.

(a) The Declaration Group, the principal underwriter of the Registrant,
currently acts as a principal underwriter for the following investment
companies:

1. The Joshua Mutual Fund, Inc., and
2. The Declaration Fund

(b) Directors and Officers of The Declaration Group are as follows:
<TABLE>
<CAPTION>

Name Positions and Offices with Underwriter Position and Offices with
Registrant
<S> <C> <C>
Terrence P. Smith Chairman, CEO & President None
555 North Lane, Suite #6160
Conshohocken, PA 19428
</TABLE>

Item 30. Location of Accounts and Records.

(a) The Declaration of Trust, by-laws, minute books and procedural
information of the Registrant are in the physical possession of JWB
Management Corp., Century Square Building, 1188 Bishop Street, Suite #
1712, Honolulu, HI 96813.

(b) All books and records required to be maintained by the custodian
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, fund accounting agent and distributor are held at: The
Declaration Group, 555 North Lane, Conshohocken, PA 19428.

Item 31. Management Services.

JWB Management Corp. has engaged the services of Brown Legal Resources,
Inc., 152R Main Street, Wenham, MA 01984, to provide certain
administrative legal assistance to the management of the Fund. Brown
Legal Resources will be providing compliance instructions, assisting
with Board of Trustees materials on a quarterly basis and providing
assistance with all other regulatory filings required for the Trust.

Item 32. Undertakings.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant (certifies that it meets all of the
requirements for effectiveness of this registration statement pursuant to Rule
485(a) under the Securities Act of 1933 and the Investment Company Act of 1940,
as amended) has duly caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized in the City of Honolulu, and State of Hawaii on the 27th day of
February, 1997.

JWB Aggressive Growth Fund

By: /s/ John W. Bagwell
-------------------------
John W. Bagwell
President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registrant's Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated:

Signature Date

/s/ John W. Bagwell 2/27/97
- ---------------------------
John W. Bagwell
Trustee and President of the Fund

/s/ John W. Bagwell* 2/27/97
- ---------------------------
Gregory P. Lussier
Trustee and Chief Financial Officer of the Fund

/s/ John W. Bagwell* 2/27/97
- ---------------------------
Denise Beebe Throntveit
Trustee

/s/ John W. Bagwell* 2/27/97
- ---------------------------
Roger Y. Dewa
Trustee and Secretary

/s/ John W. Bagwell* 2/27/97
- ---------------------------
Scott Hadley
Trustee

/s/ John W. Bagwell* 2/27/97
- ---------------------------
Wallace Y. Watanbe
Trustee

/s/ John W. Bagwell* 2/27/97
- ---------------------------
Terry S. Krznarich, M.D.
Trustee

* Signed as attorney in fact.

EXHIBIT INDEX

Exhibit
Number Document Title

1 Consent of Counsel

2 Consent of Independant Public Accountants

3 Power of Attorney of Denise B. Throntveit

17 Financial Data Schedule

ROGER YOSHITO DEWA
ATTORNEY AT LAW

February 27, 1997

WAHIAWA OFFICE HONOLULU OFFICE
531 Avocado Street International Savings Bldg.
Wahiawa, Hawaii 96786 1111 Bishop Street, Suite 51
Tel. 808-621-0751 Honolulu, Hawaii 96813
Tel. 808-521-3665
Fax 808-523-0797

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

Dear Mr. Bagwell:

Re: Rule 24f-2 Notice

I, Roger Y. Dewa, Attorney at Law and Secretary for JWB Aggressive
Growth Fund, hereby have passed on the legality of the securities being
registered, which when sold pursuant to the prospectus, were legally issued,
fully paid and nonassessable. I understand that, pursuant to Rule 24f-2 under
the Investment Company Act of 1940, the Trust is making definite the
registration of 48,836 shares of beneficial interest of the Trust sold in
reliance upon said Rule 24f- 2 during the fiscal period ended December 31, 1996.

I hereby consent to an inclusion of my opinion dated February 27, 1997,
in the funds registration statement and prospectus with the Securities and
Exchange Commission together with the Form 24f-2 referred to above.

Very truly yours,

/s/ ROGER Y. DEWA

ROGER Y. DEWA

RYD:mg

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the use of our report, dated February 13, 1997, on the
annual financial statements and financial highlights of the JWB Aggressive
Growth Fund, which is included in Post Effective Amendment No 2. to Registration
Statement under the Securities Act of 1933 and included in the Prospectus and
Statement of Additional Information, as specified, and to the reference made to
us under the caption "Independent Auditors" in the Statement of Additional
Information.

Abington Pennsylvania
February 22, 1997 Certified Public Accountants

GENERAL POWER OF ATTORNEY

BE IT ACKNOWLEDGED, that I Denise B. Throntveit (Trustee) hereby appoint and
grant general power of attorney to John W. Bagwell, Trustee as my
attorney-in-fact, to act in my name as if I were actually present with full
power and authority to do and undertake the following:

1. Execute, accept, undertake, and perform all legal documents on my behalf,
that pertains to the JWB Aggressive Growth Fund
2. Initiate, defend, commence or settle legal actions on my behalf that pertains
to the JWB Aggressive Growth Fund;
3. Vote (in person or by proxy) any shares or beneficial interest that pertains
to the JWB Aggressive Growth Fund;
4. Retain any accountant, attorney or other advisor deemed necessary that
pertains to the JWB Aggressive Growth Fund.

This power of attorney may be revoked by Denise B. Throntveit (Trustee) at any
time but shall not be affected by Denise B. Throntveit (Trustee) subsequent
disability or incompetence. This power of attorney shall automatically be
revoked upon death of Denise B. Throntveit (Trustee) provided any person relying
on this power of attorney shall have full rights to accept the authority of my
attorney-in-fact until actual notice of revocation is received.

/s/ Denise B. Throntveit 2-26-97
- --------------------------------------------- -----------
Trustee Date

State of )
ss:
County of )

Sworn to before me by Denise B. Throntveit on 26th day February , 1997

- -----------------------------------------
Notary Public

My Commission Expires:
-------------------

<ARTICLE> 6
<LEGEND>
EXHIBIT 17
</LEGEND>

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> MAR-28-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 408,121
<INVESTMENTS-AT-VALUE> 424,649
<RECEIVABLES> 204
<ASSETS-OTHER> 41,137
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 465,990
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 23,057
<TOTAL-LIABILITIES> 23,057
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 443,691
<SHARES-COMMON-STOCK> 46,943
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (406)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (16,880)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 16,528
<NET-ASSETS> 442,933
<DIVIDEND-INCOME> 588
<INTEREST-INCOME> 2,416
<OTHER-INCOME> 0
<EXPENSES-NET> 3,410
<NET-INVESTMENT-INCOME> (406)
<REALIZED-GAINS-CURRENT> (16,880)
<APPREC-INCREASE-CURRENT> 16,528
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 48,836
<NUMBER-OF-SHARES-REDEEMED> 1,893
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 465,990
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,775
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11,079
<AVERAGE-NET-ASSETS> 232,860
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (.01)
<PER-SHARE-GAIN-APPREC> (.55)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.44
<EXPENSE-RATIO> 1.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>