As filed with the Securities and Exchange Commission on February 27, 1998.
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
Post-Effective Amendment No. 4
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Post-Effective Amendment No. 4
(Check appropriate box or boxes)
JWB AGGRESSIVE GROWTH FUND
(Exact name of registrant as specified in Charter)
City Center
810 Richards Street, Suite 123
Honolulu, HI 96813
(Address of Principal Executive Offices)
Registrant's Telephone Number,
Including Area Code: 808-524-0577
John W. Bagwell
JWB Management Corp.
City Center
810 Richards Street, Suite 123
Honolulu, HI 96813
<PAGE>
It is proposed that this filing will become effective (check appropriate box):
x immediately upon filing pursuant to paragraph (b), or
- ------
60 days after filing pursuant to paragraph (a) (1), or
- ------
on pursuant to paragraph (a) (1)
- ------ -------------------
75 days after filing pursuant to paragraph (a) (2)
- ------
on pursuant to paragraph (a)(2) of Rule 485
- ------ -----------
If appropriate check the following box:
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.
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
JWB AGGRESSIVE GROWTH FUND
N-1A ITEM NO LOCATION
- ------------ --------
PART A - PROSPECTUS
- -------------------
Item 1. Cover Page Cover Page
Item 2. Synopsis Not Applicable
Item 3. Condensed Financial Expense Information; Financial Highlights
Information
Item 4. General Description Cover Page; Investment Objectives and
Of Registrant 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 Dividends and Taxes
Securities
Item 7. Purchase of Securities Purchase of Shares; Net Asset Value
Being Offered
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 Description of the Trust
And History
Item 13. Investment Objectives Investment Policies and Limitations
And Policies
Item 14. Management of the Fund Investment Management and Administration
Item 15. Control Persons and Management of the Trust
Principal Holders of
Securities
Item 16. Investment Advisory Investment Advisory and Other Services
And Other Services
Item 17. Brokerage Allocation and Portfolio Transactions
Other Practices
Item 18. Capital Stock and Other General Information About the Trust
Securities
Item 19. Purchase, Redemption Purchase and Redemption Information;
And Pricing of Securities Net Asset Value
Being Offered
Item 20. Tax Status Taxes
Item 21. Underwriters Investment Advisory and Other Services
Item 22. Calculation of Performance Information
Performance Data
Item 23. Financial Statements Financial Statements
PART C
- ------
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
<PAGE>
Prospectus dated February 27, 1998
JWB AGGRESSIVE GROWTH FUND
City Center
810 Richards Street, Suite 123
Honolulu, HI 96813
(808) 524-0577
JWB Aggressive Growth Fund (the "Trust") is a diversified, open-end management
investment company currently consisting of one portfolio (the "Fund"). The
Fund's fundamental investment objective is to seek capital appreciation by
primarily investing in the common stock of companies that are traded on the New
York Stock Exchange ("NYSE"), the American Stock Exchange ("ASE") and the
NASDAQ.
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 other sales charges. This
means that 100% of your initial investment is invested in shares of the Fund.
This Prospectus concisely sets forth 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 February
27, 1998, has been filed with the Securities and Exchange Commission ("SEC") and
is incorporated by reference into this Prospectus. It is available without
charge by calling Shareholder Services at 1-800-506-9403. The SEC maintains a
Web Site (http://www.sec.gov) that contains the Statement of Additional
Information, material incorporated by reference, and other information regarding
registrants that file electronically with the SEC.
This Prospectus does not constitute an offer to sell, or a solicitation of any
offer to buy, the shares of the Fund in any jurisdiction in which such offer or
solicitation 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.
- --------------------------------------------------------------------------------
<PAGE>
Pg. 2
TABLE OF CONTENTS
PAGE
----
Fees and Expenses ....................................................... 3
Financial Highlights .................................................... 4
Investment Objectives and Policies ...................................... 4
Performance ............................................................. 6
Management of the Fund .................................................. 6
Net Asset Value ......................................................... 8
How to Purchase Shares .................................................. 8
Special Plans ........................................................... 9
How to Redeem Shares .................................................... 9
Dividends and Distributions ............................................. 10
Tax and General Information ............................................. 10
<PAGE>
Pg. 3
FEES AND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES. The Fund is a pure No-Load Fund. Accordingly,
you pay no fees or other transaction charges when you buy or sell shares of the
Fund.
ANNUAL FUND OPERATING EXPENSES. The following table sets forth the regular
operating expenses that are paid out of the Fund's average daily net assets.
These fees are used to pay for services such as the investment management of the
Fund, maintaining shareholder records and furnishing shareholder statements. The
following projected expenses are calculated as a percentage of the Fund's
average daily net assets:
Management Fees. 1.00%
Administrative Fee .90%
Other Expenses .45%
-----
Total Fund Operating Expenses 2.35%*
The table presented below is intended to assist you to understand the various
costs and expenses that an investor in the Fund might bear directly or
indirectly. The 5% annual rate of return used in the example is for illustration
only and is not intended to be indicative of the future performance of the Fund,
which may be more or less than the assumed rate. Additionally, future Fund
expenses may be more or less than shown in the example. Please 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 rate of return and (2) redemption at the end of each period:
1 Year 3 Years
------ -------
$20 $62
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED AN ACTUAL REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN ABOVE.
* In addition to the fees set forth above, the Trust has entered into a
Distribution Agreement and a Transfer Agency and Shareholder Services Agreement
with Declaration Distributors, Inc. and Declaration Services Company,
respectively. JWB Management Corp., is a party to the distribution agreement
with the Trust, and is obligated to pay the fees incurred by the Trust in
reference to the Distribution Agreement and the Transfer Agency and Shareholder
Services Agreements. You should be aware that in the event JWB Management Corp.
fails to pay such fees, the Trust will be required to pay the fees, resulting in
a substantial increase in operating expenses to the Fund.
<PAGE>
Pg. 4
FINANCIAL HIGHLIGHTS
The selected data set forth in the following table for the fiscal period ended
December 31, 1997 have been audited by Sanville & Co., the Fund's independent
accountants, whose full 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.
<TABLE>
<CAPTION>
December 31, 1996 March 28, 1996(1)
To To
December 31, 1997 December 31, 1996
(audited) (audited)
-------- --------
Operating Performance:
<S> <C> <C>
Net asset value, beginning of period $ 9.44 $ 10.00
Income from Investment Operations:
Net investment loss (0.06) (0.01)
Net realized and unrealized gain (loss) on
Investment transactions 3.78 (0.55)
-------- --------
Total from investment operations 3.72 (0.56)
Less distributions to shareholders (3.70) 0.00
-------- --------
Net asset value, end of period $ 9.46 $ 9.44
-------- --------
Total return 39.41%(3) (0.06)%(2)(3)
-------- --------
Supplemental data and ratios:
Net assets, end of period ($) $396,142 $442,933
-------- --------
Ratio of expenses to average net assets 1.86% 1.95%(4)
-------- --------
Ratio of net investment income to average net assets (0.59%) (0.23)(4)
-------- --------
Portfolio turnover rate 44.34% 181.79%
-------- --------
Average Commission rate paid $ 0.0345 $ 0.0426
-------- --------
</TABLE>
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(1) Commencement of operations.
(2) Not annualized.
(3) The total return would have been lower had certain expenses during the
period not been absorbed by the Advisor.
(4) Annualized.
INVESTMENT OBJECTIVE AND POLICIES
The Fund is a diversified mutual fund whose investment objective is to seek
capital appreciation. The Fund seeks to achieve its objective by investing
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 Fund Assets among securities
of particular issuers and industry groups, based on the Advisor's views as to
the best values then currently available in the marketplace. Elements included
in the Advisor's analysis as to what constitutes value include, but are not
limited to, a company's ability to show strong growth momentum while trading at
reasonable valuations relative to the company's growth rate over time, the
likelihood that a company will benefit from new or innovative products, services
or processes, and other technical and fundamental analytical factors that
indicate a likelihood of conditions that should enhance a company's prospects
for future growth. In selecting investments for the Fund, the Advisor will also
consider industry diversification as an important factor, and the Advisor's
investments in certain industries are likely to be adjusted from time to time
due to the outlook for earnings in certain sectors.
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). Investments in smaller companies may involve
greater risks than are associated with investments in larger companies because
smaller companies may be more likely to experience financial difficulties due to
limited product lines and market diversification, fewer financial
<PAGE>
Pg. 5
resources, and lack of management depth.
Diversification means limiting the amount of Fund assets invested in any one
issuer and limiting the amount of Fund assets invested in any one industry,
thereby reducing the risks of losses incurred by that issuer or industry.
Although the Fund invests primarily in equity securities, it may, for temporary
or defensive reasons, ordinarily invest a portion of Fund assets in cash or cash
equivalents, such as securities issued or guaranteed by the U.S. Government, its
agencies and/or instrumentalities ("U.S. Government Securities"), Repurchase
Agreements collateralized by U.S. Government Securities, or high quality money
market instruments such as notes, certificates of deposit or bankers
acceptances. If, in the Advisor's opinion, it is appropriate for the Fund to
assume a temporary defensive posture in the market, the Fund may invest up to
100% of its assets in these instruments.
REPURCHASE AGREEMENTS. The Fund may invest a portion of its assets in repurchase
agreements ("Repos") with broker-dealers, banks and other financial
institutions, provided that the Fund's custodian always has possession of the
securities serving as collateral for the Repos or has proper evidence of book
entry receipt of said securities. In a Repo, the Fund purchases securities
subject to the seller's simultaneous agreement to repurchase those securities
from the Fund at a specified time (usually one day) and price. The repurchase
price reflects an agreed-upon interest rate during the time of investment. All
Repos entered into by the Fund must be collateralized by U.S. Government
Securities, the market values of which equal or exceed 102% of the principal
amount of the money invested by the Fund. If an institution with whom the Fund
has entered into a Repo enters insolvency proceedings, the resulting delay, if
any, in the Fund's ability to liquidate the securities serving as collateral
could cause the Fund some loss if the securities declined in value prior to
liquidation. To minimize the risk of such loss, the Fund will enter into Repos
only with institutions and dealers considered creditworthy.
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 and/or restricted. Illiquid securities
are securities that may be difficult to sell promptly at an acceptable price
because of lack of available market and other factors. The sale of some illiquid
and other types of securities may be subject to legal restrictions. Because
illiquid and restricted securities may present a greater risk of loss than other
types of securities, the Fund will not invest in such securities in excess of
the limits set forth above.
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 at some future date. The Fund
may enter into such transactions when, in the Advisor's opinion, doing so may
secure an advantageous yield and/or price to the Fund that might otherwise be
unavailable. The Fund has not established any limit on the percentage of assets
it may commit to such transactions, but to minimize the risks of entering into
these transactions, the Fund will maintain a segregated account with its
Custodian consisting 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 amount equal to the aggregate fair market value of its
commitments to such transactions.
OPTIONS ON SECURITIES. The Fund may write (i.e. sell) covered put and call
options, and may purchase put and call options, on securities traded on a United
States exchange or properly regulated over-the-counter market. Such options can
include long-term options with a duration of up to three years. Although not
normally anticipated to be widely employed, the Fund may use options to increase
or decrease its exposure to the effects of changes in security prices, to hedge
securities held, to maintain cash reserves while remaining fully invested, to
facilitate trading, to reduce transaction costs, or to seek higher investment
returns when a futures contract is priced more attractively than the underlying
security or index. The Fund may enter into options transactions so long as the
value of the underlying securities on which options may be written at any one
time does not exceed 10% of the net assets of the Fund.
RISK FACTORS. The primary risks associated with the use of options are; (1)
imperfect correlation between a change in the value of the underlying security
or index and a change in the price of the option, and (2) the possible lack of a
liquid secondary market for an options contract and the resulting inability of
the Fund to close out the position prior to the maturity date. The risk of
imperfect correlation will be minimized by investing only in those contracts
whose price fluctuations are expected to resemble those of the Fund's underlying
securities. The risk that the Fund will be unable to close out a position will
be minimized by entering into such transactions only on national exchanges and
over-the-counter markets with an active and liquid secondary market.
PORTFOLIO TURNOVER. The portfolio turnover rate for the Fund for the fiscal
period ending December 31, 1997 was 44.34%. Higher portfolio turnover rates may
result in higher rates 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.
<PAGE>
Pg. 6
FUNDAMENTAL INVESTMENT POLICIES. The Fund's investment objective, to seek
capital appreciation, is a fundamental policy and may not be changed without a
vote of the holders of a majority of the Fund's shares. All other investment
policies of the Fund, other than those identified in this paragraph, may be
changed without shareholder approval. Additional fundamental policies are as
follows: (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 the Fund's 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, reflecting
changes in market conditions, interest rates and other company, political, and
economic news. Over the short-term, stock prices can fluctuate dramatically in
response to these factors. However, over longer time periods, stocks, although
more volatile, have historically shown greater growth potential than other
investments. The Fund is not, in itself, a balanced investment plan, and the
potential volitility of the Fund's investments may 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 the Fund can achieve its
investment objective, since all investments are inherently subject to market
risk.
PERFORMANCE
The Fund's average annual total return is computed by determining the average
annual compounded rate of return for a specified period that, if applied to a
hypothetical $1000 initial investment, would produce the redeemable value of
that investment at the end of the period, assuming reinvestment of all dividends
and distributions and with recognition of all recurring charges. The Fund may
also utilize a total return calculation for differing periods computed in the
same manner but without annualizing the total return.
The Fund's "yield" refers to the income generated by an investment in the fund
over a thirty day (or one month) period (which period will be stated). Yield is
computed by dividing the net investment income per share earned during the most
recent calendar month by the maximum offering price per share on the last day of
the month. This income is then "annualized." That is, the mount of income
generated by the investment during that thirty day period is assumed to be
generated each month over a twelve month period and is shown as a percentage of
the investment.
For purposes of the yield calculation, interest income is computed based on the
yield to maturity of each debt obligation and dividend income is computed based
on the stated dividend rate of each equity security in the Fund's portfolio, and
all recurring charges are recognized.
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 nationally recognized
rating services and financial publications that monitor mutual fund performance.
The Fund may also, from time to time, compare its performance to the Standard &
Poors Composite Index of 500 Stocks ("S&P 500"), a widely recognized, unmanaged
index of common stock prices.
MANAGEMENT OF THE FUND
BOARD OF TRUSTEES. Overall responsibility for management and supervision of the
Trust rests with the Trust's Board of Trustees. The Trustees approve all
significant agreements between the Trust and the persons and companies that
furnish services to the Fund, including agreements with the Fund's custodian,
transfer agent, investment advisor and administrator. The day-to-day operations
of the Fund are delegated to the Advisor. The Statement of Additional
Information contains background information regarding each of the Fund's
Trustees and Executive Officers.
<PAGE>
Pg. 7
ADVISOR - JWB INVESTMENT ADVISORY & RESEARCH. The Advisor is responsible for
selecting and managing the Trust 's investments. The Advisor is a registered
investment advisor under the Investment Advisors Act of 1940 and was established
as a sole proprietorship in 1993. The Advisor is owned and controlled by John W.
Bagwell. The Advisor's office is located at City Center, 810 Richards Street,
Suite 123, Honolulu, HI 96813. For its services, the Trust pays to the Advisor
an annual fee of 1% of average daily net assets, paid 1/12th monthly. Although
the Advisor's fee may be higher than that charged buy other similar funds, the
Advisor has voluntarily agreed to absorb certain expenses from time to time in
order to attempt to lower the Trust's overall expenses to the point where they
are lower than other funds. John W. Bagwell is the portfolio manager for the
Trust. 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 industry since 1989. For the fiscal year ended December
31, 1997, an investment management fee of $3,906.00 was accrued but not paid by
the Trust.
ADMINISTRATOR - JWB MANAGEMENT CORP. The Administrator provides the Trust with
certain administrative and shareholder services, subject to the supervision and
direction of the Board of Trustees of the Trust. 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 Trust, 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
Trust. In addition, the Administrator pays for certain expenses which would
otherwise be borne by the Trust including the charges and expenses of the
transfer agent and distributor, legal expenses, bookkeeping and accounting
expenses, costs of maintaining the books and records of the Trust, the expense
of printing and mailing Prospectuses and sales materials used for promotional
purposes, and other miscellaneous expenses not borne by the Trust. For the
services provided to the Trust by the Administrator, the Trust pays to the
Administrator an annual fee of .90% of the Fund's average daily net assets, paid
1/12th monthly. For the fiscal year ended December 31, 1997, an administrative
fee of $3,515.00 was accrued but not paid by the Trust.
From time to time, the Advisor and the Administrator may waive receipt of fees
and/or voluntarily assume certain fund expenses, which would have the effect of
lowering the Fund's expense ratio and increasing yield to investors during the
time such amounts are waived or assumed. The Trust will not be required to pay
the Advisor or the Administrator for any amounts voluntarily waived or assumed
by either of them, nor will the Trust be required to reimburse the Advisor or
Administrator for any amounts waived or assumed by either of them during a
previous fiscal year. Currently the Trust has limited expenses to 4.00% of the
average net assets of the Fund.
DISTRIBUTOR - Declaration Distributors, Inc., 555 North Lane, Suite #6160,
Conshohocken, Pennsylvania 19428, ("DDI") serves as the Fund's distributor
pursuant to an agreement between DDI, JWB Management Corp.("JWB") and the Trust
dated December 8, 1995. DDI is a broker-dealer registered with the U.S.
Securities Exchange Commission (the "SEC") and is a member in good standing of
the National Association of Securities Dealers. DDI acts as the Trust's agent in
connection with the distribution of Fund shares, including acting as agent in
states where designated agents are required, reviewing and filing all
advertising and promotional materials and monitoring and reporting to the Board
of Trustees on Trust distribution plans. For such services, DDI will be paid a
fixed annual fee of $20,000 and will be reimbursed for expenses incurred on
behalf of the Trust. JWB is responsible for paying fees to DDI. For the fiscal
year ended December 31, 1997, the distributor voluntarily waived receipt of all
fees.
CUSTODIAN AND TRANSFER AGENT. The First National Bank of Boston, 150 Royal St.,
Canton, Massachusetts 02021, serves as custodian for the Trust. Declaration
Service Company, 555 North Lane, Suite #6160, Conshohocken, Pennsylvania 19428,
("DSC") serves as the Trust's fund accounting agent and transfer agent, dividend
disbursing agent, and shareholder service agent, pursuant to an agreement
between DSC and the Trust dated December 8, 1995. For such services, DSC will be
paid $18 per Fund Account, with a minimum annual payment of $24,000. For the
fiscal year ended December 31, 1997, a fee of $21,966.00 was paid by JWB to DSC.
<PAGE>
Pg. 8
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 the closing fair market value of
its total assets and dividing the result by the total number of shares
outstanding on that 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, you must first complete and sign an account
application, which is included in this Prospectus, or which may be obtained by
calling Shareholder Services at 1-800-506-9403. You may also call Shareholder
Services 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 and accepted by the Trust.
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,
call Shareholder Services at 1-800-506-9403, or write to Shareholder Services at
the address set forth below. Please be sure to consult your tax advisor about
the establishment of retirement plans.
PURCHASES BY MAIL. If you wish to purchase shares by mail, send your check, made
payable to "JWB Aggressive Growth Fund", along with your completed account
application, to:
JWB Aggressive Growth Fund
c/o Declaration Service Company
P.O. Box 844
Conshohocken, PA 19428-0844
PURCHASES BY TELEPHONE. You may also 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 Trust at
the address set forth above. After the Trust receives a telephone order, you
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: (Your Name & Account #)
<PAGE>
Pg. 9
GENERAL. The Trust reserves the right to reject any purchase order and to
suspend the offering of shares for a period of time for any reason. However,
shareholders will generally be able to continue to re-invest dividends in
additional shares of the Fund during times when sales of shares are otherwise
suspended. The Trust also reserves the right to cancel any purchase due to
nonpayment, waive, raise or lower the investment minimums, modify the conditions
of purchase at any time, and reject any check not made directly payable to 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, you can arrange
for monthly, quarterly or annual checks in any amount (but not less than $100)
to be drawn against the balance of your account and mailed to you or transferred
to your designated bank account. You can choose to have payment of withdrawn
amounts made on the 5th or the 25th of each month in which a withdrawal is to be
made. A minimum account balance of $5,000 is required to establish a systematic
withdrawal plan. Under the plan, all shares will 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 plan, the transfer
agent redeems sufficient full and fractional shares at their net asset value in
effect at the time of each redemption. Payments under a systematic withdrawal
plan constitute taxable events. Since such payments are funded by the redemption
of shares, the payments 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, delivered by mail or by
telephone, to Shareholder Services.
AUTOMATIC INVESTMENT PLAN. You may purchase shares on a regular monthly basis.
Under this plan, on a preset day of the month, a draft is drawn on your bank
account in any amount ($100 and over) you specify. The proceeds of the draft are
invested in shares of the Fund at the NAV determined on the date of investment.
The Trust reserves the right to discontinue the automatic investment plan by
delivering to you 30 days written notice. You may discontinue your automatic
investments at any time 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 Trust 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 page 10 of the Prospectus.}
HOW TO REDEEM SHARES
You can take money out of your Fund account at any time by selling some or all
of your shares. Your shares will be redeemed at the NAV next calculated after
your redemption 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 NECESSARY INFORMATION TO BE DEEMED
RECEIVED IN GOOD ORDER (QUALIFIED ACCOUNTS ARE NOT ELIGIBLE FOR THE TELEPHONE
REDEMPTION OPTION). You are automatically provided telephone privileges unless
you reject such privilege 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 the Trust has determined that collected
funds have been received for the purchase of such shares, which may take up to
15 days from the purchase date.
<PAGE>
Pg. 10
The clearing period does not apply to purchases made by wire or by cashier's,
treasurer's, or certified checks. In connection with telephone redemptions,
neither the Trust nor the transfer agent will be responsible or incur any
liability as a result of acting in good faith upon any instructions reasonably
believed by them to be genuine. The Trust and Transfer Agent will, however,
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. SIGNATURE GUARANTEES ARE REQUIRED WHEN: (1)
establishing certain services after the account is opened; (2) requesting
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 fluctuations), the investor
will be given thirty days notice to reestablish the minimum balance. If you do
not increase your balance, the Trust 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 possible 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. Each January, the Trust will mail you 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 Trust
will mail you a form indicating the trade date and proceeds from all
redemptions.
When you 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 you, no matter how long you have held your shares, will be
fully taxable, even if the net asset value of your shares are reduced below the
price you
<PAGE>
Pg. 11
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
the Fund.
GENERAL INFORMATION: The Trust 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 shareholders 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 shareholders. 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 not less than 10%
of the Fund's outstanding shares.
The expenses borne by the Trust 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. 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 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.
<PAGE>
JWB AGGRESSIVE GROWTH FUND
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 27, 1998
This Statement of Additional Information is not a prospectus but should be read
in conjunction with the Fund's Prospectus dated February 27, 1998 which may be
obtained by writing the Fund at City Center, 810 Richards Street, Suite 123,
Honolulu, HI 96813.
TABLE OF CONTENTS PAGE
Investment Policies and Limitations .................................... 2
Portfolio Transactions ................................................. 4
Management of the Fund ................................................. 4
Investment Management and Administration ............................... 6
Performance Information ................................................ 7
Taxes and Distributions ................................................ 8
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
<PAGE>
Pg. 2
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus.
FUNDAMENTAL POLICIES. The Fund's fundamental investment policies and limitations
cannot be changed without approval by a "majority of the outstanding voting
securities" 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;
<PAGE>
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 be to 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.
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.
<PAGE>
Pg. 4
PORTFOLIO TRANSACTIONS
The Advisory Agreement between the Fund and the Advisor provides that when
executing portfolio transactions and selecting brokers and dealers, the Advisor
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.
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 determine whether 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
believes 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 (37), 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).
<PAGE>
Pg. 5
Mr. Bagwell's business address is City Center, 810 Richards Street, Suite 123,
Honolulu, HI 96813.
* Gregory P. Lussier (38), 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 (60), 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 practitioner since 1969. Mr. Dewa's business address is
International Savings Building, 1111 Bishop Street, Suite #51, Honolulu, HI
96813.
Scott A. Hadley (33), 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
1300 Adams Avenue, Apt. 4B, Costa Mesa, CA 92626.
Wallace Y. Watanabe (51), 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. (36), 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. Trustees of the Fund who are not "interested persons" of the Fund
will receive compensation in the amount of $200 per meeting attended. As of the
end of the fiscal year ending on December 31, 1997, no fees had been paid to
non-interested Trustees of the Fund.
The following table sets forth information estimating the compensation of each
current Trustee of the Fund for services provided the Trust.
<PAGE>
Pg. 6
<TABLE>
<CAPTION>
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**
<S> <C> <C> <C> <C>
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, paid 1/12th 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, paid
1/12th 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, were, prior to October 1991, 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.
In light of such and to control expense to make the Fund more competitive, the
Advisor voluntarily agreed to absorb certain Fund operating expenses to the
extent that they would cause the ratio of expenses to average daily net assets
to exceed 2.35% to July 8, 1997 and thereafter if the ratio exceeds 4.00%.
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
<PAGE>
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.
JWB Investment Advisory & Research is a sole proprietorship, wholly owned by
John W. Bagwell. JWB Management Corp. is a corporation whose stock 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
<PAGE>
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 they 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 mutual funds tracked
by other 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, 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.
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
<PAGE>
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. 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.
<PAGE>
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.
<PAGE>
FINANCIAL STATEMENTS
The Trust was formed on October 10, 1995 and commenced offering shares on March
28, 1996. The financial statements for the Fund's fiscal year ended December 31,
1997 and the period March 28, 1996 through December 31, 1996 are hereby
incorporated by reference from the Annual Report to Shareholders of that date
which has been delivered with this Statement of Additional Information [unless
previously provided, in which event the Trust will promptly provide another
copy, free of charge, upon request to; Declaration Service Company, P.O. Box
844, Conshohoken, PA 19428-0844]
<PAGE>
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, 1997 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, 1997.
(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 Commission 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.
<PAGE>
7. Not applicable.
8. Custody Agreement between Registrant and First National
Bank of Boston is hereby incorporated by reference from the
Registrant's egistration 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.
33-99124) 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.
33-99124) as filed with the Securities and Exchange
Commission on January 8, 1996.
10. Opinion and Consent of counsel is hereby incorporated
by reference from the Registrant's Post-Effective
Amendment # 2 on Form N-1A (File No. 33-99124) as filed
with the Securities and Exchange Commission on February
28, 1997.
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. 33-99124) 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 Commission on March
12, 1996.
17.(b) 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
Commission on March 12, 1996.
17.(c) Power of Attorney of Wallace Y. Watanabe is hereby
incorporated by reference from the Registrant's
Pre-Effective Amendment #2 on Form N-1A
<PAGE>
(File No. 33-99124) as filed with the Securities and
Exchange Commission on March 12, 1996.
17.(d) 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
Commission on March 12, 1996.
17.(e) 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
Commission 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 21.54% of the Fund's shares as of the date of
this filing. Cecilia R.M. Beckett owns 35.04% of the Fund's shares as
of the date of this filing. Datalynx Corp. owns 43.03% 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 4 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
<PAGE>
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
3. The Pauze Funds
(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>
(c) Not applicable as of this date.
Item 30. Location of Accounts and Records.
(a) The Declaration of Trust, by-laws, minute books and procedural
information of the Registrant are in the physical possession of JWB
Management Corp., City Center, 810 Richards Street, Suite # 123,
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 records 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.
<PAGE>
Item 31. Management Services.
Not applicable
Item 32. Undertakings.
Registrant undertakes to call a meeting of shareholders for purposes of
voting upon the question of removal of one or more Trustees when requested to do
so in writing by the holders of not less than 10% of the Trust's outstanding
shares, and in connection with such meeting to comply with the provisions of
Section 16(c) of the investment Company Act of 1940 relating to shareholder
communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and the Investment Company Act of 1940,
as amended, and has duly caused this Post-Effective Amendment No. 4 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, 1998.
JWB Aggressive Growth Fund
By:
-------------------------
John W. Bagwell
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 4 to the Registrant's Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated:
Signature Date
2/27/98
- ----------------------------
John W. Bagwell
Trustee and President of the Fund
2/27/98
- ----------------------------
Gregory P. Lussier
Trustee and Chief Financial Officer of the Fund
2/27/98
- ----------------------------
Roger Y. Dewa
Trustee and Secretary
2/27/98
- ----------------------------
Scott Hadley
Trustee
2/27/98
- ----------------------------
Wallace Y. Watanbe
Trustee
2/27/98
- ----------------------------
Terry S. Krznarich, M.D.
Trustee
2/27/98
- -----------------------------
Chris D'ambrosio
Chief Accounting Officer of the Fund
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Title
- ------- --------------
2 Consent of Independant Public Accountants
27 Financial Data Schedule
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use of our report, dated February 18, 1998, on the annual
financial statements and financial highlights of the JWB Aggressive Growth Fund,
which is included in Post Effective Amendment No 4, to the 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 Sanville & Company
February 25, 1997 Certified Public Accountants
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001003296
<NAME> JWB Aggressive Growth Fund
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 139,917
<INVESTMENTS-AT-VALUE> 163,336
<RECEIVABLES> 4,834
<ASSETS-OTHER> 19,523
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 396,268
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 20,126
<TOTAL-LIABILITIES> 20,126
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 353,095
<SHARES-COMMON-STOCK> 39,771
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (406)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 34
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 23,419
<NET-ASSETS> 376,142
<DIVIDEND-INCOME> 1,645
<INTEREST-INCOME> 3,281
<OTHER-INCOME> 0
<EXPENSES-NET> 7,241
<NET-INVESTMENT-INCOME> (2,315)
<REALIZED-GAINS-CURRENT> 125,060
<APPREC-INCREASE-CURRENT> 6,890
<NET-CHANGE-FROM-OPS> 129,635
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 105,831
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 860
<NUMBER-OF-SHARES-REDEEMED> 19,231
<SHARES-REINVESTED> 11,199
<NET-CHANGE-IN-ASSETS> 66,791
<ACCUMULATED-NII-PRIOR> (406)
<ACCUMULATED-GAINS-PRIOR> (16,880)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,906
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 39,561
<AVERAGE-NET-ASSETS> 389,928
<PER-SHARE-NAV-BEGIN> 9.44
<PER-SHARE-NII> (0.06)
<PER-SHARE-GAIN-APPREC> 3.78
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 3.70
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.46
<EXPENSE-RATIO> 1.86
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
