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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / /
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Post-Effective Amendment No. 3 /X/
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 4 /X/
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(Check appropriate box or boxes.)
THE JHAVERI TRUST - File Nos. 33-89288 and 811-8974
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18820 High Parkway, Cleveland, Ohio 44116
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(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, including Area Code: (216) 356-1565
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Ramesh C. Jhaveri, 18820 High Parkway, Cleveland, Ohio 44116
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(Name and Address of Agent for Service)
With copy to:
Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202
Release Date: August 1, 1997
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/x/ 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) 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 continues its election made by the filing of its
Registration Statement, effective April 19, 1995, to register an indefinite
number and amount of securities under Rule 24f-2 of the Investment Company Act
of 1940. Pursuant to paragraph b(1) of Rule 24f-2, Registrant filed a Form 24F-2
for the fiscal year ended March 31, 1997 on May 30, 1997.
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THE JHAVERI TRUST
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CROSS REFERENCE SHEET
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FORM N-1A
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ITEM SECTION IN EACH PROSPECTUS
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1.............................. Cover Page
2.............................. Summary of Fund Expenses
3.............................. Financial Highlights
4.............................. The Fund, Investment Objective and
Strategies, Operation of the Fund,
Investment Policies and Techniques and Risk
Considerations, General Information
5.............................. Operation of the Fund, Investment Objective
and Strategies
5A............................. None
6.............................. Cover Page, Dividends and Distributions,
Taxes, Operation of the Fund and General
Information
7.............................. Cover Page, How to Invest in the Fund, Share
Price Calculation, Operation of the Fund,
8.............................. How to Redeem Shares
9.............................. None
14.............................. Trustees and Officers
15.............................. General Information
SECTION IN STATEMENT OF
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ITEM ADDITIONAL INFORMATION
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10.............................. Cover Page
11.............................. Table of Contents
12.............................. None
13.............................. Additional Information About Fund
Investments and Risk Considerations,
Investment Limitations
14.............................. Trustee Compensation
15.............................. Description of the Trust
16.............................. The Investment Adviser, Custodian, Transfer
Agent, Accountants
17.............................. Portfolio Transactions and Brokerage
18.............................. Description of the Trust
19.............................. Determination of Share Price
20.............................. None
21.............................. Distributor
22.............................. Investment Performance
23.............................. Report of Independent Public Accountants,
Financial Statements
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JHAVERI VALUE FUND
PROSPECTUS AUGUST 1, 1997
P.O. Box 16188
Cleveland, Ohio 44116
For questions about investing in the Fund or
For Information, Shareholder Services and Requests:
(216) 356-1565
Jhaveri Value Fund is a mutual fund whose investment objective is to
provide long term capital appreciation. The Fund seeks to achieve its objective
by investing primarily in a broad range of common stocks believed by its
Adviser, Investments Technology, Inc., to have above average prospects for
appreciation, based on a proprietary investment model developed by the Adviser.
The Fund is "no-load," which means there are no sales charges or
commissions. In addition, there are no 12b-1 fees, distribution expenses or
deferred sales charges which are borne by the shareholders. The Fund is a series
of The Jhaveri Trust, an open-end management investment company.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF ANY BANK, ARE NOT
ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION (FDIC), THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY, ENTITY, OR PERSON. THE PURCHASE OF FUND SHARES INVOLVES INVESTMENT
RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This Prospectus sets forth the information a prospective investor ought
to know before investing and should be retained for future reference. A
Statement of Additional Information has been filed with the Securities and
Exchange Commission dated August 1, 1997, which is incorporated herein by
reference and can be obtained without charge by calling the Fund at one of the
phone numbers listed above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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SUMMARY OF FUND EXPENSES
The tables below are provided to assist an investor in understanding
the direct and indirect expenses that an investor may incur as a shareholder in
the Fund. The expense information is based on operating expenses incurred during
the most recent fiscal year. The expenses are expressed as a percentage of
average net assets. The Example should not be considered a representation of
future Fund performance or expenses, both of which may vary.
Shareholders should be aware that the Fund is a no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Fund. In addition, the Fund does not
have a 12b-1 Plan. Unlike most other mutual funds, the Fund does not pay
directly for transfer agency, pricing, custodial, auditing or legal services,
nor does it pay directly any general administrative or other operating expenses.
The Adviser pays all of the expenses of the Fund except brokerage, taxes,
interest and extraordinary expenses.
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases........................................NONE
Sales Load Imposed on Reinvested Dividends.............................NONE
Deferred Sales Load....................................................NONE
Redemption Fees........................................................NONE
Exchange Fees..........................................................NONE
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)(1)
Management Fees........................................................2.50%
12b-1 Charges..........................................................NONE
Total Fund Operating Expenses..........................................2.50%
1 The Fund's total operating expenses are equal to the management fee
paid to the Adviser because the Adviser pays all of the Fund's
operating expenses.
Example
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You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
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$25 $78 $133 $284
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FINANCIAL HIGHLIGHTS
The following condensed supplementary financial information for the
period ended May 1, 1995 (commencement of operations) through March 31, 1997, is
derived from the audited financial statements of the Trust and has been audited
by McCurdy & Associates CPA's, Inc., the independent public accountants for the
Trust. The financial statements of the Trust and related auditor's report are
included in the Trust's Annual Report dated March 31, 1997. Additional
performance information is included in the Annual Report, which is available
upon request without charge.
JHAVERI VALUE FUND
FINANCIAL HIGHLIGHTS
For a share outstanding throughout the period
<TABLE>
<CAPTION>
For the period
For the year 5/1/95 *
ended through
3/31/97 3/31/96
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<S> <C> <C>
Net asset value - beginning of period $12.38 $12.00
Income from investment operations
Net investment income (loss) (.11) .00
Net gain on investments both
realized and unrealized 1.27 .79
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Total from investment operations 1.16 12.79
Less distributions
Dividends from net investment income - .04
Dividends from capital gains .90 .37
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Net asset value - end of period $12.64 $12.38
========= =========
Total Return 9.23% 7.45%**
Ratios/supplemental data
Net assets, end of period (in 000's) 11,014 9,124
Ratio of expenses to average net assets 2.50% 2.50%**
Ratio of net investment income (loss)
to average net assets (.87)% (.02)%**
Portfolio turnover rate 54.48% 45.23%
Average commission rate paid .0363 -
<FN>
* Commencement of Operations
**Annualized
</TABLE>
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THE FUND
Jhaveri Value Fund (the "Fund") was organized as a series of The
Jhaveri Trust (the "Trust") on January 18, 1995, and commenced operations on May
1, 1995. The investment adviser to the Fund is Investments Technology, Inc. (the
"Adviser").
INVESTMENT OBJECTIVE AND STRATEGIES
The investment objective of the Fund is to provide long term capital
appreciation. The Fund seeks to achieve this objective by investing primarily in
a broad range of common stocks which the Adviser believes have above average
prospects for appreciation, based on a proprietary investment model developed by
the Adviser. However, the Fund will also invest in dividend paying stocks, and
it is expected that the Fund will generate a combination of current income and
long term capital appreciation.
The Fund is intended for investors with a long term wealthbuilding
horizon. The Adviser seeks to limit investment risk by diversifying the Fund's
investments across a broad range of industries and companies. While the Fund
ordinarily will invest in common stocks of U.S. companies, it may invest in
foreign companies through the purchase of American Depository Receipts.
The Adviser's investment model applies historical, fundamental and
technical analyses to a data base of more than 1,500 companies to determine
optimum buy and sell ranges for the common stock of each of the companies in the
data base. The Adviser uses its investment model to screen the companies in the
data base, then selects stocks to provide industry and company diversification.
The Adviser generally intends to stay fully invested (subject to
liquidity requirements and defensive purposes) in common stock regardless of the
movement of stock prices. The Fund normally will invest primarily in common
stocks of established companies whose securities, in the opinion of the Adviser,
enjoy a fair degree of marketability. Most equity securities in the Fund's
portfolio are listed on the New York Stock Exchange, the American Stock Exchange
or the NASDAQ over-the-counter market.
For temporary defensive purposes under abnormal market or economic
conditions, the Fund may hold all or a portion of its assets in money market
instruments (high quality fixed income securities with maturities of less than
one year), securities of money market funds or repurchase agreements fully
collateralized by U.S. government obligations. The Fund may also invest in such
instruments at any time to maintain liquidity or pending selection of
investments in accordance with its policies. If the Fund acquires securities of
money market funds, the shareholders of the Fund will be subject to duplicative
management fees.
As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any
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assurance that its investment objective will be achieved. Rates of total return
quoted by the Fund may be higher or lower than past quotations, and there can be
no assurance that any rate of total return will be maintained. See "Investment
Policies and Techniques and Risk Considerations" for a more detailed discussion
of the Fund's investment practices.
HOW TO INVEST IN THE FUND
Subject to a minimum initial investment of $10,000 ($2,000 for
retirement accounts) and minimum subsequent investments of $1,000, you may
invest any amount you choose, as often as you want, in the Fund.
INITIAL PURCHASE
BY MAIL - You may purchase shares of the Fund by completing and signing
the investment application form which accompanies this Prospectus and mailing
it, in proper form, together with a check (subject to the above minimum amounts)
made payable to Jhaveri Value Fund, and sent to the P.O. Box listed below. If
you prefer overnight delivery, use the overnight address listed below.
U.S. mail: Jhaveri Value Fund Overnight: Jhaveri Value Fund
P.O. Box 640994 c/o Star Bank, N.A.
Cincinnati, Ohio 45264-0994 Mutual Fund Custody Dept.
425 Walnut St. M.L. 6118
Cincinnati, Ohio 45202
Your purchase of shares of the Fund will be effected at the next share price
calculated after receipt of your investment.
BY WIRE - You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. If money is to be
wired, you must call the Fund at 216-356-1565 to set up your account and obtain
an account number. You should be prepared to provide the information on the
application to the Fund. Then, you should provide your bank with the following
information for purposes of wiring your investment:
Star Bank, N.A. Cinti/Trust
ABA #0420-0001-3
Attn: Jhaveri Value Fund
D.D.A. # 48360-9483
Account Name _________________ (write in shareholder name)
For the Account # ______________ (write in account number)
You are required to mail a signed application to the Custodian at the
above address in order to complete your initial wire purchase. Wire orders will
be accepted only on a day on which the Fund, the Custodian and Maxus Information
Systems, Inc., the Fund's transfer agent (the "Transfer Agent") are open for
business. A wire purchase will not be considered made until the wired money is
received and the purchase is accepted by the Fund. Any delays which may occur in
wiring money, including delays which may occur in processing by the banks, are
not the
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responsibility of the Fund or the Transfer Agent. There is presently no fee for
the receipt of wired funds, but the right to charge shareholders for this
service is reserved by the Fund.
ADDITIONAL INVESTMENTS
You may purchase additional shares of the Fund at any time (minimum of
$1,000) by mail or wire. Each additional mail purchase request must contain your
name, the name of your account(s), your account number(s), and the name of the
Fund. Checks should be made payable to Jhaveri Value Fund and should be sent to
the Custodian's address. A bank wire should be sent as outlined above.
TAX SHELTERED RETIREMENT PLANS
Since the Fund is oriented to longer term investments, shares of the
Fund may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for
employees); tax deferred investment plans (for employees of public school
systems and certain types of charitable organizations); and other qualified
retirement plans. You should contact the Fund for the procedure to open an IRA
or SEP plan, as well as more specific information regarding these retirement
plan options. Consultation with an attorney or tax adviser regarding these plans
is advisable. Custodial fees for an IRA will be paid by the shareholder by
redemption of sufficient shares of the Fund from the IRA unless the fees are
paid directly to the IRA custodian. You can obtain information about the IRA
custodial fees from the Fund.
OTHER PURCHASE INFORMATION
You may exchange securities that you own for shares of the Fund,
provided the securities meet the Fund's investment criteria and the Adviser
deems them to be a desirable investment for the Fund. Any exchange will be a
taxable event and you may incur certain transaction costs relating to the
exchange. Contact the Fund for additional information.
Dividends begin to accrue after you become a shareholder. The Fund does
not issue share certificates. All shares are held in non-certificate form
registered on the books of the Fund and the Fund's Transfer Agent for the
account of the shareholder. The rights to limit the amount of purchases and to
refuse to sell to any person are reserved by the Fund. If your check or wire
does not clear, you will be responsible for any loss incurred. If you are
already a shareholder, the Fund can redeem shares from any identically
registered account in the Fund as reimbursement for any loss incurred. You may
be prohibited or restricted from making future purchases in the Fund.
HOW TO REDEEM SHARES
You may redeem any part of your account in the Fund at no charge by
mail. All redemptions will be made at the net asset value determined after the
redemption request has been received by the Transfer Agent in proper order. The
proceeds of the redemption may be more or
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less than the purchase price of your shares, depending on the market value of
the Fund's securities at the time of your redemption. Your request should be
addressed to:
Jhaveri Value Fund
c/o Maxus Information Systems, Inc.
28601 Chagrin Blvd., Suite 500
Cleveland, Ohio 44122
"Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the Fund
requires that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Fund or the Transfer Agent, a
shareholder, prior to redemption, may be required to furnish additional legal
documents to insure proper authorization.
ADDITIONAL INFORMATION - If you are not certain of the requirements for
a redemption please call the Fund at (216) 356-1565. Redemptions specifying a
certain date or share price cannot be accepted and will be returned. We will
mail you the proceeds on or before the fifth business day following the
redemption. However, payment for redemption made against shares purchased by
check will be made only after the check has been collected, which normally may
take up to fifteen days. Also, when the New York Stock Exchange is closed (or
when trading is restricted) for any reason other than its customary weekend or
holiday closing or under any emergency circumstances, as determined by the
Securities and Exchange Commission, we may suspend redemptions or postpone
payment dates.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $5,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. Each share of the Fund is subject to redemption at any time if the Board
of Trustees determines in its sole discretion that failure to so redeem may have
materially adverse consequences to all or any of the shareholders of the Fund.
SHARE PRICE CALCULATION
The value of an individual share in the Fund (the net asset value) is
calculated by dividing the total value of the Fund's investments and other
assets (including accrued income), less any liabilities (including estimated
accrued expenses), by the number of shares outstanding, rounded to the nearest
cent. Net asset value per share is determined as of the close of the New York
Stock Exchange (4:00 p.m., Eastern time) on each day that the exchange is open
for business, and on any
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other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The net asset value per share of the Fund
will fluctuate.
Securities which are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale price, a security is valued at its last bid price except when, in the
Adviser's opinion, the last bid price does not accurately reflect the current
value of the security. All other securities for which over-the-counter market
quotations are readily available are valued at their last bid price. When market
quotations are not readily available, when the Adviser determines the last bid
price does not accurately reflect the current value or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Adviser, in conformity with guidelines adopted by and subject to
review of the Board of Trustees of the Trust.
Fixed income securities generally are valued by using market
quotations, but may be valued on the basis of prices furnished by a pricing
service when the Adviser believes such prices accurately reflect the fair market
value of such securities. A pricing service utilizes electronic data processing
techniques based on yield spreads relating to securities with similar
characteristics to determine prices for normal institutional-size trading units
of debt securities without regard to sale or bid prices. When prices are not
readily available from a pricing service, or when restricted or illiquid
securities are being valued, securities are valued at fair value as determined
in good faith by the Adviser, subject to review of the Board of Trustees. Short
term investments in fixed income securities with maturities of less than 60 days
when acquired, or which subsequently are within 60 days of maturity, are valued
by using the amortized cost method of valuation, which the Board has determined
will represent fair value.
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to distribute substantially all of its net investment
income as dividends to its shareholders on an annual basis, and intends to
distribute its net long term capital gains at least once a year and its net
short term capital gains at least once a year.
Income dividends and capital gain distributions are automatically
reinvested in additional shares at the net asset value per share on the
distribution date. Shareholders will receive a confirmation statement reflecting
the payment and reinvestment of dividends and summarizing all other
transactions. If you withdraw your entire account, all dividends accrued to the
time of withdrawal, including the day of withdrawal, will be paid at that time.
TAXES
The Fund intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended. By so qualifying,
the Fund will not be subject to federal income taxes to the extent that it
distributes substantially all of its net investment income and any realized
capital gains.
For federal income tax purposes, dividends paid by the Fund from
ordinary income are taxable to shareholders as ordinary income, but may be
eligible in part for the dividends received
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deduction for corporations. Pursuant to the Tax Reform Act of 1986 (the "Tax
Reform Act"), all distributions of net capital gains to individuals are taxed at
the same rate as ordinary income. All distributions of net capital gains to
corporations are taxed at regular corporate rates. Any distributions designated
as being made from net realized long term capital gains are taxable to
shareholders as long term capital gains regardless of the holding period of the
shareholder.
The Fund will mail to each shareholder after the close of the calendar
year a statement setting forth the federal income tax status of distributions
made during the year. Dividends and capital gains distributions may also be
subject to state and local taxes. Shareholders are urged to consult their own
tax advisers regarding specific questions as to federal, state or local taxes
and the tax effect of distributions and withdrawals from the Fund.
Unless a shareholder of the Fund furnishes his or her certified
taxpayer identification number (social security number for individuals) and
certifies that he is not subject to backup withholding, the Fund will be
required to withhold and remit to the U.S. Treasury 31% of the dividends,
distributions and redemption proceeds payable to the shareholder. Shareholders
should be aware that, under regulations promulgated by the Internal Revenue
Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific account in any year, the Fund will
make a corresponding charge against the account.
TRUSTEES AND OFFICERS
The names of the Trustees and executive officers of the Trust are shown
below. Each Trustee who is an "interested person" of the Trust, as defined in
the Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
*Ramesh C. Jhaveri Chairman of the Board, Chief Executive Officer
and Trustee
*Saumil R. Jhaveri President, Treasurer, Secretary and Trustee
Mukul M. Mehta Trustee
James F. Mueller Trustee
David R. Zavagno Trustee
</TABLE>
The principal occupations of the executive officers and Trustees of the
Trust during the past five years are set forth below:
Ramesh C. Jhaveri, P.O. Box 16188, Cleveland, Ohio 44116, is the
president of Investments Technology, Inc., an investment counseling firm which
he founded in 1983. He is licensed at Financial America Securities, Inc., an
NASD broker-dealer, as an account executive, options principal and general
securities principal.
Saumil R. Jhaveri, P.O. Box 16188, Cleveland, Ohio 44116, is the vice
president of Investments Technology, Inc., where he has been working full time
since 1991. He received his
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Bachelor of Science degree in Finance from Ohio State University in 1991. He is
the son of Ramesh C. Jhaveri.
Mukul M. Mehta, 11000 Cedar Avenue, Cleveland, Ohio 44106, is the
founder and president of Quality Sciences, Inc., a consulting and software
development firm assisting chemical industry clientele including Fortune 500
companies. Prior to May, 1992, he was an employee of BF Goodrich Company, where
he managed a consulting group using computer applications for solving technical
and business problems.
James F. Mueller, P.O. Box 280, Amherst, Ohio 44001, is advertising
director for Ed Mullinax Ford, a car dealer, and is a television sportscaster
for the Cleveland Browns.
David R. Zavagno, 30325 Bainbridge Road, Solon, Ohio 44139, is the
founder and president of Universal Medical Systems, Inc., a company specializing
in diagnostic imaging equipment design, sales and installation.
OPERATION OF THE FUND
The Fund is a diversified series of The Jhaveri Trust, an open-end
management investment company organized as an Ohio business trust on January 18,
1995. The Board of Trustees supervises the business activities of the Trust.
Like other mutual funds, the Trust retains various organizations to perform
specialized services. It retains Investments Technology, Inc., P.O. Box 16188,
Cleveland, Ohio 44116 (the "Adviser") to manage the Trust's investments and its
business affairs. The Adviser is an Ohio-based company of which Ramesh C.
Jhaveri is the controlling shareholder. Mr. Jhaveri and Saumil R. Jhaveri are
primarily responsible for the day-to-day management of the portfolio of the
Fund. Ramesh C. Jhaveri is the Chairman of the Board, Chief Executive Officer,
and a Trustee of the Trust, and the President, Treasurer, and a Director of the
Adviser. Saumil R. Jhaveri is the President, Treasurer, Secretary and a Trustee
of the Trust and the Vice President, Secretary, and a Director of the Adviser.
Both are responsible for the development and refinement of the Adviser's
proprietary investment model, which they use in the management of investments
for individuals, corporations, pension plans, trusts, retirement plans and
charitable and endowment accounts.
The Fund is authorized to pay the Adviser a fee equal to an annual
average rate of 2.50% of its average daily net assets. The Adviser pays all of
the operating expenses of the Fund except brokerage, taxes, interest and
extraordinary expenses. In this regard, it should be noted that most investment
companies pay their own operating expenses directly, while the Fund's expenses
except those specified above are paid by the Adviser.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., and subject to its obligation of seeking best
qualitative execution, the Adviser may give consideration to sales of shares of
the Trust as a factor in the selection of brokers and dealers to execute
portfolio transactions. Financial America Securities, Inc., a registered
broker-dealer of which Mr. Ramesh Jhaveri is an account executive, receives
brokerage commissions from the Fund. Mr. Jhaveri receives no compensation from
Financial America Securities, Inc. as a result of those commissions. The Adviser
(not the Fund) may pay fees to certain fund consultants based on
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investments made and maintained by investors such consultants have referred to
the Fund. The Trust retains Maxus Information Systems, Inc. to serve as transfer
agent, dividend paying agent and shareholder service agent. The Trust retains
Maxus Securities Corp., 28601 Chagrin Blvd., Suite 500, Cleveland, Ohio 44122 to
act as the distributor of the Fund's shares in certain states.
INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS
This section contains general information about various types of
securities and investment techniques.
EQUITY SECURITIES
The Fund may invest in common stocks and closed-end investment
companies which invest primarily in common stocks. The Fund may hold warrants
and rights issued in conjunction with common stock, but in general will sell any
such warrants or rights as soon as practicable after they are received. Warrants
are options to purchase equity securities at a specified price valid for a
specific time period. Rights are similar to warrants, but normally have a short
duration and are distributed by the issuer to its shareholders.
Equity securities include common stocks of domestic real estate
investment trusts and other companies which operate as real estate corporations
or which have a significant portion of their assets in real estate. The Fund
will not acquire any direct ownership of real estate.
The Fund may invest in foreign equity securities through the purchase
of American Depository Receipts. American Depository Receipts are certificates
of ownership issued by a U.S. bank as a convenience to the investors in lieu of
the underlying shares which it holds in custody. To the extent that the Fund
does invest in foreign securities, such investments may be subject to special
risks, such as changes in restrictions on foreign currency transactions and
rates of exchange, and changes in the administrations or economic and monetary
policies of foreign governments.
Equity securities are subject to price fluctuations depending on a
variety of factors, including market, business and economic conditions.
Investment in common stocks can involve special risks. In seeking long term
capital appreciation, the Fund may often purchase common stock of small and
medium size companies which may fluctuate in price more than common stocks of
larger, more mature companies, such as many of those included in the Dow Jones
Industrial Average. Therefore, an investor should expect that the share price of
the Fund will often be more volatile, in both "up" and "down" markets, than most
of the popular stock averages.
INVESTMENT TECHNIQUES
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<PAGE> 14
The Fund may borrow money in an amount not exceeding 5% of the
Fund's net assets at the time the borrowing is made. The Fund may invest up to
5% of its net assets in repurchase agreements fully collateralized by U.S.
Government obligations. The Fund also is permitted to invest in money market
funds to maintain liquidity or pending selection of investments in accordance
with its policies.
GENERAL INFORMATION
FUNDAMENTAL POLICIES. The investment limitations set forth in the
Statement of Additional Information as fundamental policies may not be changed
without the affirmative vote of the majority of the outstanding shares of the
Fund. The investment objective of the Fund may be changed without the
affirmative vote of a majority of the outstanding shares of the Fund. Any such
change may result in the Fund having an investment objective different from the
objective which the shareholders considered appropriate at the time of
investment in the Fund.
PORTFOLIO TURNOVER. The Fund does not intend to purchase or sell
securities for short term trading purposes. The Fund will, however, sell any
portfolio security (without regard to the length of time it has been held) when
the Adviser believes that market conditions, creditworthiness factors or general
economic conditions warrant such action. It is anticipated that the Fund will
have a portfolio turnover rate of less than 100%.
SHAREHOLDER RIGHTS. Any Trustee of the Trust may be removed by vote of
the shareholders holding not less than two-thirds of the outstanding shares of
the Trust. The Trust does not hold an annual meeting of shareholders. When
matters are submitted to shareholders for a vote, each shareholder is entitled
to one vote for each whole share he owns and fractional votes for fractional
shares he owns. All shares of the Fund have equal voting rights and liquidation
rights. As of May 6, 1997, the Triad-Erisa Partnership, Ramesh C. Jhaveri and
Nalini R. Jhaveri, M.D. may be deemed to control the Fund as a result of their
respective beneficial ownership of the shares of the Fund.
PERFORMANCE INFORMATION
The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
amount invested at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual total return"
assumes the reinvestment of all dividends and distributions.
The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the date of
the initial public offering of the Fund's shares) as of the end of a specified
period. The "total return" for the Fund refers to the percentage change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account other than reinvestment of dividends and capital
gains distributions.
The Fund may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and
-13-
<PAGE> 15
performance rankings compiled by independent organizations and publications that
monitor the performance of mutual funds (such as Lipper Analytical Services,
Inc., Morningstar, Inc., Fortune or Barron's). Performance information may be
quoted numerically or may be presented in a table, graph or other illustration.
In addition, Fund performance may be compared to well-known indices of market
performance including the Standard & Poor's (S&P) 500 Index or the Dow Jones
Industrial Average.
THE ADVERTISED PERFORMANCE DATA OF THE FUND IS BASED ON HISTORICAL
PERFORMANCE AND IS NOT INTENDED TO INDICATE FUTURE PERFORMANCE. RATES OF TOTAL
RETURN QUOTED BY THE FUND MAY BE HIGHER OR LOWER THAN PAST QUOTATIONS, AND THERE
CAN BE NO ASSURANCE THAT ANY RATE OF TOTAL RETURN WILL BE MAINTAINED. THE
PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT A
SHAREHOLDER'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THE
SHAREHOLDER'S ORIGINAL INVESTMENT.
INVESTMENT ADVISER
Investments Technology, Inc.
P.O. Box 16188
Cleveland, Ohio 44116
CUSTODIAN (ALL INITIAL AND SUBSEQUENT PURCHASES)
Star Bank, N.A.
P.O. Box 640994
Cincinnati, Ohio 45264-0994
TRANSFER AGENT (ALL REDEMPTION REQUESTS)
Maxus Information Systems, Inc.
28601 Chagrin Blvd., Suite 500
Cleveland, Ohio 44122
AUDITORS
McCurdy & Associates CPA's, Inc.
27955 Clemens Road
Westlake, Ohio 44145
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is unlawful to make such offer in
such state.
-14-
<PAGE> 16
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C>
SUMMARY OF FUND EXPENSES..................................................... 2
Shareholder Transaction Expenses.................................... 2
Annual Fund Operating Expenses...................................... 2
THE FUND..................................................................... 3
INVESTMENT OBJECTIVE AND STRATEGIES.......................................... 3
HOW TO INVEST IN THE FUND.................................................... 4
Initial Purchase.................................................... 4
By Mail............................................................. 4
By Wire............................................................. 4
Additional Investments.............................................. 5
Tax Sheltered Retirement Plans...................................... 5
Other Purchase Information.......................................... 5
HOW TO REDEEM SHARES......................................................... 6
Additional Information.............................................. 6
SHARE PRICE CALCULATION...................................................... 7
DIVIDENDS AND DISTRIBUTIONS.................................................. 7
TAXES........................................................................ 8
TRUSTEES AND OFFICERS........................................................ 8
OPERATION OF THE FUND......................................................... 9
INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS................... 10
Equity Securities................................................... 10
Investment Techniques............................................... 11
GENERAL INFORMATION.......................................................... 11
Fundamental Policies................................................ 11
Portfolio Turnover.................................................. 11
Shareholder Rights.................................................. 11
PERFORMANCE INFORMATION...................................................... 11
</TABLE>
<PAGE> 17
JHAVERI VALUE FUND
STATEMENT OF ADDITIONAL INFORMATION
August 1, 1997
This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus of Jhaveri Value Fund dated August 1,
1997. A copy of the Prospectus can be obtained by writing the Transfer Agent at
28601 Chagrin Blvd., Suite 500, Cleveland, Ohio 44122, or by calling
216-356-1565.
<PAGE> 18
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
TABLE OF CONTENTS
-----------------
PAGE
----
DESCRIPTION OF THE TRUST................................................ 1
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS
AND RISK CONSIDERATIONS................................................. 2
INVESTMENT LIMITATIONS.................................................. 3
THE INVESTMENT ADVISER.................................................. 5
TRUSTEE COMPENSATION.................................................... 6
PORTFOLIO TRANSACTIONS AND BROKERAGE.................................... 6
DETERMINATION OF SHARE PRICE............................................ 8
INVESTMENT PERFORMANCE.................................................. 8
CUSTODIAN............................................................... 9
TRANSFER AGENT.......................................................... 9
ACCOUNTANTS............................................................. 10
FINANCIAL STATEMENTS.................................................... 10
- i -
<PAGE> 19
DESCRIPTION OF THE TRUST
The Jhaveri Trust (the "Trust") is an open-end investment company
established under the laws of Ohio by an Agreement and Declaration of Trust
dated January 18, 1995 (the "Trust Agreement"). The Trust Agreement permits the
Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value. Shares of one series have been authorized,
which shares constitute the interests in Jhaveri Value Fund (the "Fund").
Each share of a series represents an equal proportionate interest in
the assets and liabilities belonging to that series with each other share of
that series and is entitled to such dividends and distributions out of income
belonging to the series as are declared by the Trustees. The shares do not have
cumulative voting rights or any preemptive or conversion rights, and the
Trustees have the authority from time to time to divide or combine the shares of
any series into a greater or lesser number of shares of that series so long as
the proportionate beneficial interest in the assets belonging to that series and
the rights of shares of any other series are in no way affected. In case of any
liquidation of a series, the holders of shares of the series being liquidated
will be entitled to receive as a class a distribution out of the assets, net of
the liabilities, belonging to that series. Expenses attributable to any series
are borne by that series. Any general expenses of the Trust not readily
identifiable as belonging to a particular series are allocated by or under the
direction of the Trustees in such manner as the Trustees determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.
Upon sixty days prior written notice to shareholders, the Fund may make
redemption payments in whole or in part in securities or other property if the
Trustees determine that existing conditions make cash payments undesirable. For
other information concerning the purchase and redemption of shares of the Fund,
see "How to Invest in the Fund" and "How to Redeem Shares" in the Prospectus.
For a description of the methods used to determine the share price and value of
the Fund's assets, see "Share Price Calculation" in the Prospectus.
As of May 6, 1997, the following persons may be deemed to beneficially
own five percent (5%) or more of the Fund: Ramesh C. Jhaveri and Nalini R.
Jhaveri, M.D. (including the shares owned by Triad-Erisa Partnership) 18820 High
Pkwy., Rocky River, Ohio 44116 -- 34.69% Margaret A. Weekley, 1420 W. Bagley
Road, Berea, Ohio 44017 -- 8.25%; Ramesh J. Brahmbhatt, M.D., 24224 Lake Road,
Bay Village, Ohio 44140 -- 6.99%; Chonilal K. Lalwani and Vidya C. Lalwani,
M.D., 4410 Valley Forge Drive, Fairview Park, Ohio 44126 -- 7.70%.
As of May 6, 1997, the Triad-Erisa Partnership (a partnership
controlled by Ramesh C. Jhaveri), Ramesh C. Jhaveri and Nalini R. Jhaveri, M.D.
(the wife of Ramesh C. Jhaveri) may be deemed to control the Fund as a result of
their respective beneficial ownership of the shares of the Fund. As of May 6,
1997, the officers and trustees as a group may be deemed to beneficially own
37.93% of the Fund.
- 1 -
<PAGE> 20
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS
This section contains a more detailed discussion of some of the
investments the Fund may make and some of the techniques it may use, as
described in the Prospectus (see "Investment Objectives and Strategies" and
"Investment Policies and Techniques and Risk Considerations").
A. REPURCHASE AGREEMENTS. A repurchase agreement is a short-term
investment in which the purchaser (I.E., the Fund) acquires ownership of a U.S.
Government obligation (which may be of any maturity) and the seller agrees to
repurchase the obligation at a future time at a set price, thereby determining
the yield during the purchaser's holding period (usually not more than seven
days from the date of purchase). Any repurchase transaction in which the Fund
engages will require full collateralization of the seller's obligation during
the entire term of the repurchase agreement. In the event of a bankruptcy or
other default of the seller, the Fund could experience both delays in
liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with the Custodian, other banks
with assets of $1 billion or more and registered securities dealers determined
by the Adviser (subject to review by the Board of Trustees) to be creditworthy.
The Adviser monitors the creditworthiness of the banks and securities dealers
with which the Fund engages in repurchase transactions, and the Fund will not
invest more than 5% of its net assets in repurchase agreements.
B. LOANS OF PORTFOLIO SECURITIES. The Fund may make short and long term
loans of its portfolio securities. Under the lending policy authorized by the
Board of Trustees and implemented by the Adviser in response to requests of
broker-dealers or institutional investors which the Adviser deems qualified, the
borrower must agree to maintain collateral, in the form of cash or U.S.
government obligations, with the Fund on a daily mark-to-market basis in an
amount at least equal to 100% of the value of the loaned securities. The Fund
will continue to receive dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be serious. With respect to
loans of securities, there is the risk that the borrower may fail to return the
loaned securities or that the borrower may not be able to provide additional
collateral.
C. ILLIQUID SECURITIES. The portfolio of the Fund may contain illiquid
securities. Illiquid securities generally include securities which cannot be
disposed of promptly and in the ordinary course of business without taking a
reduced price. Securities may be illiquid due to contractual or legal
restrictions on resale or lack of a ready market. The following securities are
considered to be illiquid: repurchase agreements maturing in more than seven
days, nonpublicly offered securities and restricted securities. The Fund will
not invest more than 5% of its net assets in illiquid securities.
D. OTHER INVESTMENT COMPANIES. The Fund is permitted to invest in other
investment companies at any time. The Fund will not purchase more than 3% of the
outstanding voting stock of any investment company. If the Fund acquires
securities of another investment company, the shareholders of the Fund may be
subject to duplicative management fees.
- 2 -
<PAGE> 21
INVESTMENT LIMITATIONS
FUNDAMENTAL. The investment limitations described below have been
adopted by the Trust with respect to the Fund and are fundamental
("Fundamental"), I.E., they may not be changed without the affirmative vote of a
majority of the outstanding shares of the Fund. As used in the Prospectus and
this Statement of Additional Information, the term "majority" of the outstanding
shares of the Fund means the lesser of (1) 67% or more of the outstanding shares
of the Fund present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such meeting; or
(2) more than 50% of the outstanding shares of the Fund. Other investment
practices which may be changed by the Board of Trustees without the approval of
shareholders to the extent permitted by applicable law, regulation or regulatory
policy are considered non-fundamental ("Non-Fundamental").
1. BORROWING MONEY. The Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.
2. SENIOR SECURITIES. The Fund will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is (a) consistent with or permitted by the
Investment Company Act of 1940, as amended, the rules and regulations
promulgated thereunder or interpretations of the Securities and Exchange
Commission or its staff and (b) as described in the Prospectus and this
Statement of Additional Information.
3. UNDERWRITING. The Fund will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent that,
in connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.
4. REAL ESTATE. The Fund will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or have a significant portion of
their assets in real estate (including real estate investment trusts).
5. COMMODITIES. The Fund will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.
6. LOANS. The Fund will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing nonpublicly
- 3 -
<PAGE> 22
offered debt securities. For purposes of this limitation, the term "loans" shall
not include the purchase of a portion of an issue of publicly distributed bonds,
debentures or other securities.
7. CONCENTRATION. The Fund will not invest 25% or more of its total
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S. government, its
agencies and instrumentalities or repurchase agreements with respect thereto.
With respect to the percentages adopted by the Trust as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of the policy or limitation unless the
excess results immediately and directly from the acquisition of any security or
the action taken. This paragraph does not apply to the borrowing policy set
forth in paragraph 1 above.
Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or a personal
holding company, may be merged or consolidated with or acquired by the Trust,
provided that if such merger, consolidation or acquisition results in an
investment in the securities of any issuer prohibited by said paragraphs, the
Trust shall, within ninety days after the consummation of such merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment therein
within the limitations imposed by said paragraphs above as of the date of
consummation.
NON-FUNDAMENTAL. The following limitations have been adopted by the
Trust with respect to the Fund and are Non-Fundamental (see "Investment
Restrictions" above).
i. PLEDGING. The Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.
ii. BORROWING. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding. The Fund will not enter into reverse repurchase
agreements.
iii. MARGIN PURCHASES. The Fund will not purchase securities or
evidences of interest thereon on "margin." This limitation is not applicable to
short term credit obtained by the Fund for the clearance of purchases and sales
or redemption of securities, or to arrangements with respect to transactions
involving options, futures contracts, short sales and other permitted
investments and techniques.
iv. SHORT SALES. The Fund will not effect short sales of securities
unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short.
v. OPTIONS. The Fund will not purchase or sell puts, calls, options or
straddles.
- 4 -
<PAGE> 23
vi. REPURCHASE AGREEMENTS. The Fund will not invest more than 5% of its
net assets in repurchase agreements.
vii. LOANS OF PORTFOLIO SECURITIES. The Fund will not make a loan of
portfolio securities which would cause the value of all such loans outstanding
to exceed 5% of the Fund's net assets.
viii. ILLIQUID INVESTMENTS. The Fund will not invest more than 5% of
its net assets in securities for which there are legal or contractual
restrictions on resale and other illiquid securities.
THE INVESTMENT ADVISER
The Trust's investment adviser is Investments Technology, Inc., P.O.
Box 16118, Cleveland, Ohio 44116. Ramesh C. Jhaveri and Saumil R. Jhaveri may be
deemed to be controlling persons and affiliates of the Adviser due to their
ownership of its shares and their positions as officers and directors of the
Adviser. They, because of such affiliation, may receive benefits from the
management fees paid to the Adviser.
Under the terms of the management agreement (the "Agreement"), the
Adviser manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest and extraordinary expenses. As compensation for its management services
and agreement to pay the Fund's expenses, the Fund is obligated to pay the
Adviser a fee computed and accrued daily and paid monthly at an annual rate of
2.50% of the average daily net assets of the Fund. The Adviser may waive all or
part of its fee, at any time, and at its sole discretion, but such action shall
not obligate the Adviser to waive any fees in the future. For the period from
April 1, 1996 through March 31, 1997, and for the period from May 1, 1995 (the
Fund's inception) through March 31, 1996, the Fund paid fees to the Adviser of
$261,501 and $181,243, respectively.
The Adviser retains the right to use the name "Jhaveri" in connection
with another investment company or business enterprise with which the Adviser is
or may become associated.
-5-
<PAGE> 24
The Trust's right to use the name "Jhaveri" automatically ceases ninety days
after termination of the Agreement and may be withdrawn by the Adviser on ninety
days written notice.
The Adviser may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Fund believes that there would be no material impact on the Fund or its
shareholders. Banks may charge their customers fees for offering these services
to the extent permitted by applicable regulatory authorities, and the overall
return to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. The Fund may from time to time
purchase securities issued by banks which provide such services; however, in
selecting investments for the Fund, no preference will be shown for such
securities.
TRUSTEE COMPENSATION
The compensation paid to the Trustees of the Trust for the fiscal year
ended March 31, 1997 is set forth in the following table:
<TABLE>
<CAPTION>
===============================================================================
TOTAL COMPENSATION FROM TRUST (THE
NAME AGE TRUST IS NOT IN A FUND COMPLEX)1
- -------------------------------------------------------------------------------
<S> <C> <C>
Ramesh C. Jhaveri 60 0
- -------------------------------------------------------------------------------
Saumil R. Jhaveri 28 0
- -------------------------------------------------------------------------------
Mukul M. Mehta 51 800
- -------------------------------------------------------------------------------
James F. Mueller 54 800
- -------------------------------------------------------------------------------
David R. Zavagno 42 800
===============================================================================
<FN>
1 Trustee fees are Trust expenses. However, because the management agreement
obligates the Adviser to pay all of the operating expenses of the Trust (with
limited exceptions), the Adviser makes the actual payment.
</TABLE>
- 6 -
<PAGE> 25
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for the Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.
The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Adviser in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Adviser, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Adviser that the review and study of the research and other information will not
reduce the overall cost to the Adviser of performing its duties to the Fund
under the Agreement.
While The Fund does not deem it practicable and in its best interests
to solicit competitive bids for commission rates on each transaction,
consideration is regularly given to posted commission rates as well as other
information concerning the level of commissions charged on comparable
transactions by qualified brokers.
The Fund has no obligation to deal with any broker or dealer in the
execution of its transactions. However, it is contemplated that Financial
America Securities, Inc., in its capacity as a registered broker-dealer, will
effect substantially all securities transactions which are executed on a
national securities exchange and over-the-counter transactions conducted on an
agency basis. Such transactions will be executed at competitive commission rates
through RPR Clearing Services, Inc., a division of Rauscher Pierce Refsnes, Inc.
Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Purchases made directly
through a market maker may include the spread between the bid and asked prices.
- 7 -
<PAGE> 26
Under the Investment Company Act of 1940, persons affiliated with an
affiliate of the Adviser (such as Financial America Securities, Inc.) may be
prohibited from dealing with the Fund as a principal in the purchase and sale of
securities. Therefore, Financial America Securities, Inc. will not serve as the
Fund's dealer in connection with over-the-counter transactions. However,
Financial America Securities, Inc. may serve as the Fund's broker in
over-the-counter transactions conducted on an agency basis and will receive
brokerage commissions in connection with such transactions. Such agency
transactions will be executed through RPR Clearing Services, Inc., a division of
Rauscher, Pierce Refsnes, Inc.
The Fund will not effect any brokerage transactions in its portfolio
securities with Financial America Securities, Inc. if such transactions would be
unfair or unreasonable to Fund shareholders, and the commissions will be paid
solely for the execution of trades and not for any other services. The Agreement
provides that affiliates of affiliates of the Adviser may receive brokerage
commissions in connection with effecting such transactions for the Fund. In
determining the commissions to be paid to Financial America Securities, Inc., it
is the policy of the Fund that such commissions will, in the judgment of the
Trust's Board of Trustees, be (a) at least as favorable to the Fund as those
which would be charged by other qualified brokers having comparable execution
capability and (b) at least as favorable to the Fund as commissions
contemporaneously charged by Financial America Securities, Inc. on comparable
transactions for its most favored unaffiliated customers, except for customers
of Financial America Securities, Inc. considered by a majority of the Trust's
disinterested Trustees not to be comparable to the Fund. The disinterested
Trustees from time to time review, among other things, information relating to
the commissions charged by Financial America Securities, Inc. to the Fund and
its other customers, and rates and other information concerning the commissions
charged by other qualified brokers.
The Agreement does not provide for a reduction of the Adviser's fee by
the amount of any profits earned by Financial America Securities, Inc. or Mr.
Ramesh C. Jhaveri from brokerage commissions generated from portfolio
transactions of the Fund.
While the Fund contemplates no ongoing arrangements with any other
brokerage firms, brokerage business may be given from time to time to other
firms. Financial America Securities, Inc. will not receive reciprocal brokerage
business as a result of the brokerage business placed by the Fund with others.
To the extent that the Trust and another of the Adviser's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection.
For the fiscal year ended March 31, 1997, and for the period from May
1, 1995 (the Fund's inception) through March 31, 1996, the Fund paid brokerage
commissions of $32,296
- 8 -
<PAGE> 27
and $56,565, respectively, to Financial America Securities, Inc. for effecting
100% of the Fund's commission transactions.
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of the Fund is determined as
of 4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas. For a description of the methods used to determine
the net asset value (share price), see "Share Price Calculation" in the
Prospectus.
INVESTMENT PERFORMANCE
"Average annual total return," as defined by the Securities and
Exchange Commission, is computed by finding the average annual compounded rates
of return (over the one and five year periods and the period from initial public
offering through the end of the Fund's most recent fiscal year) 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 $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the
applicable period of the hypothetical $1,000
investment made at the beginning of the
applicable period.
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period.
The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. The Fund may use
the Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average.
- 9 -
<PAGE> 28
In addition, the performance of the Fund may be compared to other
groups of mutual funds tracked by any widely used independent research firm
which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of the Fund. Performance rankings and ratings
reported periodically in national financial publications such as Barron's and
Fortune also may be used.
The average annual total return for the Fund for the year ended March
31, 1997 and for the period from May 1, 1996 (the Fund's inception) through
March 31, 1996 were 9.23% and 7.45% (annualized), respectively.
CUSTODIAN
Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is
Custodian of the Fund's investments. The Custodian acts as the Fund's
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Fund's request and
maintains records in connection with its duties.
TRANSFER AGENT
MAXUS Information Systems, Inc., 28601 Chagrin Blvd., Suite 500,
Cleveland, Ohio 44122 ("MAXUS") acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, MAXUS acts as the Fund's administrator, providing the Fund with
certain monthly reports, record-keeping and other management- related services.
For its services as transfer agent and administrator, MAXUS will receive a
monthly fee from the Adviser of $.83 per shareholder, subject to a minimum
monthly fee of $800. Prior to April 1, 1997, American Data Services ("ADS")
acted as fund administrator. For the year ended March 31, 1997, and for the
period from May 1, 1995 (the Fund's inception) through March 31, 1996, ADS
received $16,931 and $14,300, respectively, for its services as administrator.
ACCOUNTANTS
The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Trust
for the fiscal year ending March 31, 1998. McCurdy & Associates performs an
annual audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.
DISTRIBUTOR
Maxus Securities Corp., 28601 Chagrin Blvd., Suite 500, Cleveland, Ohio
44122, is an agent for distribution of shares of the Fund in certain states. The
distributor is obligated to sell the
- 10 -
<PAGE> 29
shares of the Fund on a best efforts basis only against purchase orders for the
shares. Shares of the Fund are offered to the public on a continuous basis.
FINANCIAL STATEMENTS
The financial statements and independent auditors' report required to
be included in this Statement of Additional Information are incorporated herein
by reference to the Trust's Annual Report to Shareholders for the fiscal year
ended March 31, 1997. The Funds will provide the Annual Report without charge at
written request or request by telephone.
-11-
<PAGE> 30
<TABLE>
<CAPTION>
THE JHAVERI TRUST
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
<S> <C> <C>
(a) Financial Statements
Included in Part A: Financial Highlights for the
period from May 1, 1995 (Commencement of Operations)
through March 31, 1997.
Included in Part B: The following documents are
incorporated by reference to The Jhaveri Trust 1997
Annual Report to Shareholders.
(1) Report of Independent Public Accountants.
(2) Schedule of Investments - March 31, 1997.
(3) Statement of Assets and Liabilities - March 31, 1997.
(4) Statement of Operations for the year ended March 31, 1997.
(5) Statement of Changes in Net Assets for the
period from May 1, 1995 (Commencement of
Operations) through March 31, 1997.
(6) Financial Highlights for the period from May
1, 1995 (Commencement of Operations) through
March 31, 1997.
(7) Notes to Financial Statements.
(b) Exhibits
(1) Copy of Registrant's Declaration of Trust,
which was filed as an exhibit to
Registrant's Registration Statement, is
hereby incorporated by reference.
(2) Copy of Registrant's Amended and Restated By-Laws is filed herewith.
(3) Voting Trust Agreements - None.
(4) Specimen of Share Certificates - None.
(5) Copy of Registrant's Management Agreement with its Adviser,
Investments Technology, Inc., which was filed as an Exhibit to
Registrant's Pre-Effective Amendment, is hereby incorporated
by reference.
(6) Underwriting Agreement with Maxus Securities Corp., is filed herewith.
</TABLE>
<PAGE> 31
<TABLE>
<CAPTION>
<S> <C>
(7) Bonus, Profit Sharing, Pension or Similar Contracts for the benefit of
Directors or Officers - None.
(8) Copy of Registrant's Agreement with the
Custodian, Star Bank, N.A., which was filed
as an Exhibit to Registrant's Pre-Effective
Amendment, is hereby incorporated by
reference.
(9) Other Material Contracts - None.
(10) Opinion of Brown, Cummins & Brown Co., L.P.A. is incorporated by
reference to the Form 24F-2 filed on May 30, 1997.
(11) Consent of McCurdy & Associates CPA's, Inc., is filed herewith.
(12) Financial Statements Omitted from Item 23 - None.
(13) Copy of Letter of Initial Stockholder which
was filed as an Exhibit to Registrant's
Pre-Effective Amendment, is hereby
incorporated by reference.
(14) Model Plan used in Establishment of any Retirement Plan - None.
(15) 12b-1 Distribution Expense Plan - None.
(16) Schedule for Computation of Each Performance Quotation - None.
(17) Financial Data Schedule - None.
(18) Rule 18f-3 Plan - None.
(19) (i) Power of Attorney for Registrant and Certificate with respect
thereto are filed herewith.
(ii) Powers of Attorney for Trustees and Officers are filed herewith.
</TABLE>
Item 25. Persons Controlled by or Under Common Control with the Registrant
- -------- -----------------------------------------------------------------
Ramesh C. Jhaveri may be deemed to control both the
Registrant's Adviser, Investments Technology, Inc., (an Ohio
corporation) and the Registrant because he is the controlling
Shareholder of the Adviser and may be deemed to control the
Registrant.
Item 26. Number of Holders of Securities (as of May 6, 1997)
- -------- ---------------------------------------------------
Title of Class Number of Record Holders
-------------- ------------------------
The Jhaveri Value Fund 87
- 2 -
<PAGE> 32
Item 27. Indemnification
- -------- ---------------
(a) Article VI of the Registrant's Declaration of Trust
provides for indemnification of officers and Trustees
as follows:
SECTION 6.4 INDEMNIFICATION OF
TRUSTEES, OFFICERS, ETC. Subject to and
except as otherwise provided in the
Securities Act of 1933, as amended, and the
1940 Act, the Trust shall indemnify each of
its Trustees and officers (including persons
who serve at the Trust's request as
directors, officers or trustees of another
organization in which the Trust has any
interest as a shareholder, creditor or
otherwise (hereinafter referred to as a
"Covered Person") against all liabilities,
including but not limited to amounts paid in
satisfaction of judgments, in compromise or
as fines and penalties, and expenses,
including reasonable accountants' and
counsel fees, incurred by any Covered Person
in connection with the defense or
disposition of any action, suit or other
proceeding, whether civil or criminal,
before any court or administrative or
legislative body, in which such Covered
Person may be or may have been involved as a
party or otherwise or with which such person
may be or may have been threatened, while in
office or thereafter, by reason of being or
having been such a Trustee or officer,
director or trustee, and except that no
Covered Person shall be indemnified against
any liability to the Trust or its
Shareholders to which such Covered Person
would otherwise be subject by reason of
willful misfeasance, bad faith, gross
negligence or reckless disregard of the
duties involved in the conduct of such
Covered Person's office.
SECTION 6.5 ADVANCES OF EXPENSES.
The Trust shall advance attorneys' fees or
other expenses incurred by a Covered Person
in defending a proceeding to the full extent
permitted by the Securities Act of 1933, as
amended, the 1940 Act, and Ohio Revised Code
Chapter 1707, as amended. In the event any
of these laws conflict with Ohio Revised
Code Section 1701.13(E), as amended, these
laws, and not Ohio Revised Code Section
1701.13(E), shall govern.
SECTION 6.6 INDEMNIFICATION NOT
EXCLUSIVE, ETC. The right of indemnification
provided by this Article VI shall not be
exclusive of or affect any other rights to
which any such Covered Person may be
entitled. As used in this Article VI,
"Covered Person" shall include such person's
heirs, executors and administrators. Nothing
contained in this article shall affect any
rights to indemnification to which personnel
of the Trust, other than Trustees and
- 3 -
<PAGE> 33
officers, and other persons may be entitled
by contract or otherwise under law, nor the
power of the Trust to purchase and maintain
liability insurance on behalf of any such
person.
The Registrant may not pay for insurance which
protects the Trustees and officers against
liabilities rising from action involving willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of
their offices.
(b) The Registrant may maintain a standard mutual fund
and investment advisory professional and directors
and officers liability policy. The policy, if
maintained, would provide coverage to the Registrant,
its Trustees and officers, and its Adviser, among
others. Coverage under the policy would include
losses by reason of any act, error, omission,
misstatement, misleading statement, neglect or breach
of duty.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
trustees, officers and controlling persons of the
Registrant pursuant to the provisions of Ohio law and
the Agreement and Declaration of the Registrant or
the By-Laws of the Registrant, 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 Trust 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
- -------- ----------------------------------------------------
A. Investments Technology, Inc. (the "Adviser") is a
registered investment adviser. It has engaged in no
other business during the past two fiscal years.
B. The following list sets forth the business and other
connections of the Directors and officers of the
Adviser during the past two years.
-4-
<PAGE> 34
(1) Ramesh C. Jhaveri
(a) President, Treasurer, and a
Director of Investments Technology,
Inc., 18820 High Parkway,
Cleveland, Ohio 44116.
(b) Chairman of the Board, Chief
Executive Officer and a Trustee of
The Jhaveri Trust, 18820 High
Parkway, Cleveland, Ohio 44116.
(c) Account Executive, Options
Principal and General Securities Principal
of Financial American Securities, Inc., 925
Euclid Avenue, Cleveland, Ohio 44115.
(2) Nalini R. Jhaveri
(a) Director of Investment Technology,
Inc., 18820 High Parkway,
Cleveland, Ohio 44116.
(b) President of Nalini R. Jhaveri,
M.D., Inc., 25125 Detroit Road,
Westlake, Ohio 44145.
(3) Saumil Jhaveri
(a) Secretary, Director and Vice
President of Investments
Technology, Inc., 18820 High
Parkway, Cleveland, Ohio 44116.
(b) President, Secretary, Treasurer and
a Trustee of The Jhaveri Trust,
18820 High Parkway, Cleveland, Ohio
44116.
Item 29. Principal Underwriters
- -------- ----------------------
(a) Maxus Securities Corp., the Registrant's underwriter,
acts as underwriter for Maxus Income Fund, Maxus
Equity Fund and Maxus Laureate Fund, 28601 Chagrin
Blvd., Suite 500, cleveland, Ohio 44122.
(b) The following list sets forth the business address,
and positions with the Underwriter and Registrant, of
each director and officer of the Underwriter.
(1) Richard A. Barone, 28601 Chagrin Blvd.,
Suite 500, Cleveland, Ohio 44122.
(a) President, Treasurer and a director
of Maxus Securities Corp.
(b) No positions with the Registrant.
-5-
<PAGE> 35
(2) Robert W. Curtin, 28601 Chagrin Blvd., Suite
500, Cleveland, Ohio 44122.
(a) Secretary and a Director of Maxus
Securities Corp.
(b) No positions with the Registrant.
(3) Robert F. Pincus, 28601 Chagrin Blvd., Suite
500, Cleveland, Ohio 44122.
(a) A Director of Maxus Securities Corp.
(b) No positions with the Registrant.
Item 30. Location of Accounts and Records
- -------- --------------------------------
Accounts, books and other documents required to be maintained
by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder will be maintained by the
Registrant at 18820 High Parkway, Cleveland, Ohio 44116 and/or
by the Registrant's Custodian, Star Bank, N.A., 425 Walnut
Street, Cincinnati, Ohio 45202, or transfer and shareholder
service agent, Maxus Information Systems, Inc., 28601 Chagrin
Blvd., Suite 500, Cleveland, Ohio 44122.
Item 31. Management Services Not Discussed in Parts A or B
- -------- -------------------------------------------------
None.
Item 32. Undertakings
- -------- ------------
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each
person to whom a prospectus is delivered a copy of
the Registrant's latest annual report to
shareholders, upon request and without charge.
(d) The Registrant hereby undertakes that, within five
business days after receipt of a written application
by ten or more shareholders holding in the aggregate
at least 1% of the shares then outstanding or shares
then having a net asset value of $25,000, whichever
is less, each of whom shall have been a shareholder
for at least six months prior to the date of
application (hereinafter the "Petitioning
Shareholders"), requesting to communicate with other
shareholders with a view to obtaining signatures to a
request for a meeting for the purpose of voting upon
such removal of any Trustee of the Registrant, which
applicant shall be accompanied by a form of
communication and request which such Petitioning
Shareholders wish to transmit, Registrant will:
- 6 -
<PAGE> 36
(i) provide such Petitioning
Shareholders with access to a list
of the names and addresses of all
shareholders of the Registrant; or
(ii) inform such Petitioning
Shareholders of the approximate
number of shareholders and the
estimated costs of mailing such
communication, and to undertake such
mailing promptly after tender by
such Petitioning Shareholders to the
Registrant of the material to be
mailed and the reasonable expenses
of such mailing.
The Registrant also undertakes to promptly call a
meeting for the purpose of voting upon the question
of the removal of any Trustee when requested in
writing to do so by the record holders of not less
than 10% of the outstanding shares.
- 7 -
<PAGE> 37
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on the 2nd day of June,
1997.
THE JHAVERI TRUST
By: /s/ Donald S. Mendelsohn
_______________________
Donald S. Mendelsohn,
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Ramesh C. Jhaveri Chief Executive Officer,
Chairman of the Board
and Trustee
Saumil R. Jhaveri President, Treasurer and
Trustee
Mukul M. Mehta Trustee
David R. Zavagno Trustee
James F. Mueller Trustee
By: /s/ Donald S. Mendelsohn
_______________________
Donald S. Mendelsohn,
Attorney-in-Fact
June 2, 1997
-8-
<PAGE> 38
EXHIBIT INDEX
-------------
PAGE
----
1. Amended and Restated By-Laws.....................................EX-99.B2
2. Underwriting Agreement...........................................EX-99.B6
3. Consent of McCurdy & Associates.................................EX-99.B11
4. Power of Attorney for Registrant and Certificate ............. EX-99.POA1
5. Powers of Attorney for Trustees and Officers ................. EX-99.POA2
- 9 -
<PAGE> 1
Exhibit 99.B2
AMENDED AND RESTATED
BY-LAWS OF
THE JHAVERI TRUST
ARTICLE 1
Agreement and Declaration of Trust and Offices
----------------------------------------------
1.1 AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject
to the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of The Jhaveri Trust, the Ohio business trust
established by the Declaration of Trust (the "Trust").
1.2 OFFICES. The Trust may maintain one or more other offices,
including its principal office, in or outside of Ohio, in such cities as the
Trustees may determine from time to time. Unless the Trustees otherwise
determine, the principal office of the Trust shall be located in Rocky River,
Ohio.
ARTICLE 2
Meetings of Trustees
--------------------
2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may from
time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees. A regular
meeting of the Trustees may be held without call or notice immediately after and
at the same place as any meeting of the shareholders.
2.2 SPECIAL MEETINGS. Special meetings of the Trustees may be held at
any time and at any place designated in the call of the meeting when called by
the Chairman of the Board, the President or the Treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the Secretary
or an Assistant Secretary or by the officer or the Trustees calling the meeting.
2.3 NOTICE. It shall be sufficient notice to a Trustee of a special
meeting to send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to the Trustee at his or
her usual or last known business or residence address or to give notice to him
or her in person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting need not be given to any Trustee if a written waiver of
notice, executed by him or her before or after the meeting, is filed with the
records of the meeting, or to any Trustee who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him or
her. Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.
2.4 QUORUM. At any meeting of the Trustees a majority of the Trustees
then in office shall constitute a quorum. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.
2.5 PARTICIPATION BY TELEPHONE. One or more of the Trustees or of any
committee of the Trustees may participate in a meeting thereof by means of a
conference telephone or similar
<PAGE> 2
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting except as otherwise provided by the Investment
Company Act of 1940.
2.6 ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Trustees or any committee thereof may be taken without a
meeting, if a written consent of such action is signed by a majority of the
Trustees then in office or a majority of the members of such committee, as the
case may be, and such written consent is filed with the minutes of the
proceedings of the Trustees or such committee.
ARTICLE 3
Officers
--------
3.1 ENUMERATION AND QUALIFICATION. The officers of the Trust shall be a
Chairman of the Board, a President, a Treasurer, a Secretary and such other
officers, including Vice Presidents, if any, as the Trustees from time to time
may in their discretion elect. The Trust may also have such agents as the
Trustees from time to time may in their discretion appoint. Any officer may be
but none need be a Trustee or shareholder. Any two or more offices may be held
by the same person.
3.2 ELECTION. The Chairman of the Board, the President, the Treasurer
and the Secretary shall be elected annually by the Trustees. Other officers, if
any, may be elected or appointed by the Trustees at any time. Vacancies in any
office may be filled at any time.
3.3 TENURE. The Chairman of the Board, the President, the Treasurer and
the Secretary shall hold office for one year and until their respective
successors are chosen and qualified, or in each case until he or she sooner
dies, resigns, is removed or becomes disqualified. Each other officer shall hold
office and each agent shall retain authority at the pleasure of the Trustees.
3.4 POWERS. Subject to the other provisions of these By-Laws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to the office occupied by him or her as if the Trust were organized as an Ohio
business corporation and such other duties and powers as the Trustees may from
time to time designate.
3.5 CHAIRMAN OF THE BOARD. Unless the Trustees otherwise provide, the
Chairman of the Board shall preside at all meetings of the shareholders and of
the Trustees. The Chairman of the Board shall be the chief executive officer.
3.6 PRESIDENT. Unless the Trustees otherwise provide, the President, or
in the absence of the President, any Trustee chosen by the Trustees, shall
preside at all meetings of the shareholders and of the Trustees, if the Chairman
of the Board is absent or unable to attend said meetings.
3.7 TREASURER. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager, or transfer, shareholder servicing or
similar agent, be in charge of the valuable papers, books of account and
accounting records of
-2-
<PAGE> 3
the Trust, and shall have such other duties and powers as may be designated from
time to time by the Trustees or by the President.
3.8 SECRETARY. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the shareholders or Trustees, an assistant
secretary, or if there be none or if he or she is absent, a temporary secretary
chosen at such meeting shall record the proceedings thereof in the aforesaid
books.
3.9 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any
time by written instrument signed by him or her and delivered to the Chairman of
the Board, the President or the Secretary or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time. The Trustees may remove any officer elected by them with or
without cause. Except to the extent expressly provided in a written agreement
with the Trust, no Trustee or officer resigning and no officer removed shall
have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal.
ARTICLE 4
Committees
----------
4.1 GENERAL. The Trustees, by vote of a majority of the Trustees then
in office, may elect from their number an Executive Committee or other
committees and may delegate thereto some or all of their powers except those
which by law, by the Declaration of Trust, or by these By-Laws may not be
delegated. Except as the Trustees may otherwise determine, any such committee
may make rules for the conduct of its business, but unless otherwise provided by
the Trustees or in such rules, its business shall be conducted so far as
possible in the same manner as is provided by these By-Laws for the Trustees
themselves. All members of such committees shall hold such offices at the
pleasure of the Trustees. The Trustees may abolish any such committee at any
time. Any committee to which the Trustees delegate any of their powers or duties
shall keep records of its meetings and shall report its action to the Trustees.
The Trustees shall have power to rescind any action of any committee, but no
such rescission shall have retroactive effect.
ARTICLE 5
Reports
-------
5.1 GENERAL. The Trustees and officers shall render reports at the time
and in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
-----------
6.1 GENERAL. The fiscal year of the Trust shall be fixed by, and shall
be subject to change by, the Trustees.
-3-
<PAGE> 4
ARTICLE 7
Seal
----
7.1 GENERAL. If required by applicable law, the seal of the Trust shall
consist of a flat-faced die with the word "Ohio", together with the name of the
Trust and the year of its organization cut or engraved thereon, but, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
-------------------
8.1 GENERAL. Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the Chairman of the Board, the President, any Vice President, or by the
Treasurer and need not bear the seal of the Trust, but shall state the substance
of or make reference to the provisions of Section 6.l of the Declaration of
Trust.
ARTICLE 9
Issuance of Share Certificates
------------------------------
9.1 SHARE CERTIFICATES. In lieu of issuing certificates for shares, the
Trustees or the transfer agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a certificate
stating the number of shares owned by him, in such form as shall be prescribed
from time to time by the Trustees. Such certificate shall be signed by the
Chairman of the Board, the President or a Vice-President and by the Treasurer or
Assistant Treasurer. Such signatures may be facsimiles if the certificate is
signed by a transfer agent, or by a registrar, other than a Trustee, officer or
employee of the Trust. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall cease to be such officer
before such certificate is issued, it may be issued by the Trust with the same
effect as if he were such officer at the time of its issue.
9.2 LOSS OF CERTIFICATES. In case of the alleged loss or destruction
or the mutilation of a share certificate, a duplicate certificate may be issued
in place thereof, upon such terms as the Trustees shall prescribe.
9.3 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. In the event certificates
have been issued, a pledgee of shares transferred as collateral security shall
be entitled to a new certificate if the instrument of transfer substantially
describes the debt or duty that is intended to be secured thereby. Such new
certificate shall express on its face that it is held as collateral security,
and the name of the pledgor shall be stated thereon, who alone shall be liable
as a shareholder, and entitled to vote thereon.
-4-
<PAGE> 5
9.4 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any
time discontinue the issuance of share certificates and may, by written notice
to each shareholder, require the surrender of share certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the ownership
of shares in the Trust.
ARTICLE 10
Custodian
---------
10.1 GENERAL. The Trust shall at all times employ a bank or trust
company having a capital, surplus and undivided profits of at least Five Hundred
Thousand ($500,000) Dollars as Custodian of the capital assets of the Trust. The
Custodian shall be compensated for its services by the Trust and upon such basis
as shall be agreed upon from time to time between the Trust and the Custodian.
ARTICLE 11
Dealings with Trustees and Officers
-----------------------------------
11.1 GENERAL. Any Trustee, officer or other agent of the Trust may
acquire, own and dispose of shares of the Trust to the same extent as if he were
not a Trustee, officer or agent; and the Trustees may accept subscriptions to
shares or repurchase shares from any firm or company in which he is interested.
ARTICLE 12
Shareholders
------------
12.1 MEETINGS. A meeting of the shareholders of the Trust shall be held
whenever called by the Trustees, whenever election of a Trustee or Trustees by
shareholders is required by the provisions of Section 16(a) of the Investment
Company Act of 1940 for that purpose or whenever otherwise required pursuant to
the Declaration of Trust. Any meeting shall be held on such day and at such time
as the President or the Trustees may fix in the notice of the meeting.
12.2 RECORD DATES. For the purpose of determining the shareholders who
are entitled to vote or act at any meeting or any adjournment thereof, or who
are entitled to receive payment of any dividend or of any other distribution,
the Trustees may from time to time fix a time, which shall be not more than 60
days before the date of any meeting of shareholders or the date for the payment
of any dividend or of any other distribution, as the record date for determining
the shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only shareholders of record on such record date shall have such
right, notwithstanding any transfer of shares on the books of the Trust after
the record date; or without fixing such record date the Trustees may for any
such purposes close the register or transfer books for all or any part of such
period.
-5-
<PAGE> 6
ARTICLE 13
Amendments to the By-Laws
-------------------------
13.1 GENERAL. These By-Laws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.
-6-
<PAGE> 1
Exhibit 99.B6
UNDERWRITING AGREEMENT
THIS AGREEMENT is made as of May 30, 1997, by and between THE JHAVERI
TRUST, an Ohio business trust (the "Trust"), and MAXUS SECURITIES CORP., an
____ corporation ("Underwriter").
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, Underwriter is a broker-dealer registered with the Securities
and Exchange Commission and a member of the National Association of Securities
Dealers, Inc. (the "NASD"); and
WHEREAS, the Trust and Underwriter are desirous of entering into an
agreement providing for the distribution by Underwriter of shares of beneficial
interest (the "Shares") of the Jhaveri Value Fund series of shares of the Trust
(the "Series") in certain states.
NOW, THEREFORE, in consideration of the promises and agreements of the
parties contained herein, the parties agree as follows:
1. APPOINTMENT. The Trust hereby appoints Underwriter as its exclusive
agent for the distribution of the Shares in the states listed in Exhibit A
hereto, and Underwriter hereby accepts such appointment under the terms of this
Agreement, which shall apply only with respect to the states listed in Exhibit
A. Notwithstanding any other provision hereof, the Trust may terminate, suspend
or withdraw the offering of Shares of any Series whenever, in its sole
discretion, it deems such action to be desirable.
2. SALE AND REPURCHASE OF SHARES.
(a) Underwriter, as agent for the Fund, will sell Shares to
the public against orders therefor at the net asset value, all such sales to
comply with the provisions of the Act and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
<PAGE> 2
(b) Underwriter will also have the right to take, as agent for
the Trust, all actions which, in Underwriter's judgment, are necessary to carry
into effect the distribution of the Shares.
(c) The net asset value of the Shares of each Series (or Class
of a Series) shall be determined in the manner provided in the Registration
Statement, and when determined shall be applicable to transactions as provided
for in the Registration Statement. The net asset value of the Shares of each
Series (or each Class of a Series) shall be calculated by the Trust or by
another entity on behalf of the Trust. Underwriter shall have no duty to inquire
into or liability for the accuracy of the net asset value per share as
calculated.
(d) On every sale, the Trust shall receive the applicable net
asset value of the Shares promptly, but in no event later than the third
business day following the date on which Underwriter shall have received an
order for the purchase of the Shares.
(e) Upon receipt of purchase instructions, Underwriter will
transmit such instructions to the Trust or its transfer agent for registration
of the Shares purchased.
(f) Nothing in this Agreement shall prevent Underwriter or any
affiliated person (as defined in the Act) of Underwriter from acting as
underwriter or distributor for any other person, firm or corporation (including
other investment companies) or in any way limit or restrict Underwriter or any
such affiliated person from buying, selling or trading any securities for its or
their own account or for the accounts of others for whom it or they may be
acting; provided, however, that Underwriter expressly represents that it will
undertake no activities which, in its judgment, will adversely affect the
performance of its obligations to the Trust under this Agreement.
(g) Underwriter, as agent of and for the account of the Trust,
may repurchase the Shares at such prices and upon such terms and conditions as
shall be specified in the Registration Statement. At the end of each business
day, the Underwriter shall notify the Trust and the Trust's transfer agent of
the number of shares redeemed, and the identity of the shareholders or dealers
offering
-2-
<PAGE> 3
-2-
Shares for repurchase. Upon such notice, the Trust shall pay the Underwriter the
net asset value of the redeemed shares in cash or in the form of a credit
against monies due the Trust from the Underwriter as proceeds from the sale of
Shares. The Trust reserves the right to suspend such repurchase right upon
written notice to the Underwriter. The Underwriter further agrees to act as
agent for the Trust to receive and transmit promptly to the Trust's transfer
agent, shareholder and dealer requests for redemption of Shares.
3. SALES OF SHARES BY THE TRUST. The Trust reserves the right to issue
or sell any Shares directly to the public at any time.
4. BASIS OF SALE OF SHARES. Underwriter does not agree to sell any
specific number of Shares. Underwriter, as agent for the Trust, undertakes to
sell Shares on a best efforts basis only against orders therefor.
5. COMPLIANCE WITH NASD AND GOVERNMENT RULES.
(a) Underwriter will conform to the Rules of Fair Practice of
the NASD and the securities laws of any jurisdiction in which it sells, directly
or indirectly, any Shares.
(b) Underwriter agrees to furnish to the Trust sufficient
copies of any agreements, plans or other materials it intends to use in
connection with any sales of Shares in adequate time for the Trust to file and
clear them with the proper authorities before they are put in use, and not to
use them until so filed and cleared.
(c) Underwriter, at its own expense, will qualify as dealer or
broker, or otherwise, under all applicable State or federal laws required in
order that Shares may be sold in such States as may be mutually agreed upon by
the parties, provided however, that the expenses described in Exhibit A hereto
will be paid by the Trust.
(d) Underwriter shall not make, or permit any representative,
broker or dealer to make, in connection with any sale or solicitation of a sale
of the Shares, any representations concerning
-3-
<PAGE> 4
the Shares except those contained in the then current prospectus and statement
of additional information covering the Shares and in printed information
approved by the Trust as information supplemental to such prospectus and
statement of additional information. Copies of the then effective prospectus and
statement of additional information and any such printed supplemental
information will be supplied by the Trust to Underwriter in reasonable
quantities upon request.
6. RECORDS TO BE SUPPLIED BY TRUST. The Trust shall furnish to
Underwriter copies of all information, financial statements and other papers
which Underwriter may reasonably request for use in connection with the
distribution of the Shares.
7. EXPENSES TO BE BORNE BY TRUST. The Trust will bear the following
expenses:
(a) preparation, setting in type, printing of sufficient copies of the
prospectus and statement of additional information for distribution to
shareholders, and the distribution to shareholders of the prospectus and
statement of additional information;
(b) preparation, printing and distribution of reports and other
communications to shareholders;
(c) registration of the Shares under the federal securities law;
(d) qualification of the Shares for sale in the jurisdictions
designated by Underwriter;
(e) maintaining facilities for the issue and transfer of the Shares;
(f) supplying information, prices and other data to be furnished by
the Trust under this Agreement; and
(g) any original issue taxes or transfer taxes applicable to the sale
or delivery of the Shares of certificates therefor.
8. INDEMNIFICATION.
(a) The Trust agrees to indemnify, defend and hold the
Underwriter, its officers, and directors, and any person who controls the
Underwriter within the meaning of Section 15 of the 1933
-4-
<PAGE> 5
Act (the "1933 Act") or Section 20 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), free and harmless from and against any and all claims,
demands or liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any counsel fees incurred in
connection therewith) which the Underwriter, its officers, directors or any such
controlling persons may incur under the 1933 Act, the 1934 Act, or under common
law or otherwise, arising out of or based upon any untrue statement of a
material fact contained in the Registration Statement or Prospectus or arising
out of or based upon any alleged omission to state a material fact required to
be stated in either thereof or necessary to make the statements in either
thereof not misleading, except insofar as such claims, demands, liabilities or
expenses arise out of or are based upon any such untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with information furnished in writing by the Underwriter to the Trust for use in
the Registration Statement. The Underwriter agrees to comply with all of the
applicable terms and provisions of the 1934 Act.
(b) The Underwriter agrees to indemnify, defend, and hold the
Trust, its officers, trustees, employees, shareholders and agents, and any
person who controls the Trust within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of investigating
or defending against such claims, demands or liabilities and any counsel fees
incurred in connection therewith) which the Trust, its trustees, officers,
employees, shareholders and agents, or any such controlling person may incur
under the 1933 Act, the 1934 Act or under common law or otherwise arising out of
or based upon any untrue statement of a material fact or alleged untrue
statement of a material fact contained in information furnished in writing by
the Underwriter to the Trust for use in the Registration Statement, or arising
out of or based upon any omission or alleged omission to state a material fact
in connection
-5-
<PAGE> 6
with such information required to be stated in the Registration Statement
necessary to make such information not misleading.
(c) A party seeking indemnification hereunder (the
"Indemnitee") shall give prompt written notice to the party from whom
indemnification is sought ("Indemnitor") of a written assertion or claim of any
threatened or pending legal proceeding which may be subject to indemnity under
this Section; provided, however, that failure to notify the Indemnitor of such
written assertion or claim shall not relieve the Indemnitor of any liability
arising from this Section. The Indemnitor shall be entitled, if it so elects, to
assume the defense of any suit brought to enforce a claim subject to this
Agreement and such defense shall be conducted by counsel chosen by the
Indemnitor and satisfactory to the Indemnitee; provided, however, that if the
defendants include both the Indemnitee and the Indemnitor, and the Indemnitee
shall have reasonably concluded that there may be one or more legal defenses
available to it which are different from or additional to those available to the
Indemnitor ("conflict of interest"), the Indemnitor shall not have the right to
elect to defend such claim on behalf of the Indemnitee, and the Indemnitee shall
have the right to select separate counsel to defend such claim on behalf of the
Indemnitee. In the event that the Indemnitor elects to assume the defense of any
suit pursuant to the preceding sentence and retains counsel satisfactory to the
Indemnitee, the Indemnitee shall bear the fees and expenses of additional
counsel retained by it except for reasonable investigation costs which shall be
borne by the Indemnitor. If the Indemnitor (i) does not elect to assume the
defense of a claim, (ii) elects to assume the defense of a claim but chooses
counsel that is not satisfactory to the Indemnitee or (iii) has no right to
assume the defense of a claim because of a conflict of interest, the Indemnitor
shall advance or reimburse the Indemnitee, at the election of the Indemnitee,
reasonable fees and disbursements of any counsel retained by Indemnitee,
including reasonable investigation costs.
-6-
<PAGE> 7
9. ADVANCES OF EXPENSES. The Trust shall advance attorneys' fees or
other expenses incurred by a Covered Person in defending a proceeding only to
the extent permitted by the 1933 Act and the Act.
10. TERMINATION AND AMENDMENT OF THIS AGREEMENT. This Agreement shall
automatically terminate, without the payment of any penalty, in the event of its
assignment. This Agreement may be amended only if such amendment is approved (i)
by Underwriter, (ii) either by action of the Board of Trustees of the Trust or
at a meeting of the Shareholders of the Trust by the affirmative vote of a
majority of the outstanding Shares, and (iii) by a majority of the Trustees of
the Trust who are not interested persons of the Trust or of Underwriter, by vote
cast in person at a meeting called for the purpose of voting on such approval.
Either the Trust or Underwriter may at any time terminate this Agreement on
sixty (60) days' written notice delivered or mailed by registered mail, postage
prepaid, to the other party.
11. EFFECTIVE PERIOD OF THIS AGREEMENT. This Agreement shall take
effect upon its execution and shall remain in full force and effect for a period
of two years from the date of its execution (unless terminated automatically
as set forth in Paragraph 10 and from year to year thereafter), subject to
annual approval (i) by Underwriter, (ii) by the Board of Trustees of the Trust
or a vote of a majority of the outstanding Shares, and (iii) by a majority of
the Trustees of the Trust who are not interested persons of the Trust or of
Underwriter, by vote cast in person at a meeting called for the purpose of
voting on such approval.
12. LIMITATION OF TRUST'S LIABILITY. The term "The BSG Funds" means and
refers to the Trustees from time to time serving under the Trust's Declaration
of Trust as the same may subsequently thereto have been, or subsequently hereto
be, amended. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, Shareholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the trust property
of the Trust, as provided
-7-
<PAGE> 8
in the Declaration of Trust of the Trust. The execution and delivery of this
Agreement have been authorized by the Trustees and Shareholders of the Trust and
signed by the officers of the Trust, acting as such, and neither such
authorization by such Trustees and Shareholders nor such execution and delivery
by such officers shall be deemed to have been made by any of them individually
or to impose any liability on them personally, but shall bind only the trust
property of the Trust as provided in its Declaration of Trust. A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
State of Ohio.
13. SUCCESSOR INVESTMENT COMPANY. Unless this Agreement has been
terminated in accordance with Paragraph 10, the terms and provisions of this
Agreement shall become automatically applicable to any investment company which
is a successor to the Trust as a result of a reorganization, recapitalization or
change of domicile.
14. SEVERABILITY. In the event any provision of this Agreement is
determined to be void or unenforceable, such determination shall not affect the
remainder of this Agreement, which shall continue to be in force.
15. QUESTIONS OF INTERPRETATION.
(a) This Agreement shall be governed by the laws of the State of
Ohio.
(b) Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1933 Act or the 1934 Act shall be resolved by reference to such term or
provision of the applicable Act and to interpretation thereof, if any, by the
United States courts or in the absence of any controlling decision of any such
court, by rules, regulations or orders of the Securities and Exchange Commission
issued pursuant to the applicable Act. In addition, where the effect of a
requirement of the applicable Act, reflected in any provision of this Agreement
is revised by rule, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
-8-
<PAGE> 9
16. NOTICES. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that for this purpose the
address of the Trust shall be PO Box 16188, Cleveland, Ohio 44116 and of the
Underwriter shall be 28601 Chagrin Boulevard, Suite 500, Cleveland, Ohio 44122.
17. COUNTERPARTS. This Agreement may be in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
18. BINDING EFFECT. Each of the undersigned expressly warrants and
represents that he has the full power and authority to sign this Agreement on
behalf of the party indicated, and that his signature will operate to bind the
party indicated to the foregoing terms.
19. FORCE MAJEURE. If Underwriter shall be delayed in its performance
of services or prevented entirely or in part from performing services due to
causes or events beyond its control, including and without limitation, acts of
God, interruption of power or other utility, transportation or communication
services, acts of civil or military authority, sabotages, national emergencies,
explosion, flood, accident, earthquake or other catastrophe, fire, strike or
other labor problems, legal action, present or future law, governmental order,
rule or regulation, or shortages of suitable parts, materials, labor or
transportation, such delay or non-performance shall be excused and a reasonable
time for performance in connection with this Agreement shall be extended to
include the period of such delay or non-performance.
IN WITNESS WHEREOF, the Trust and Underwriter have each caused this
Agreement to be signed on its behalf, all as of the day and year first above
written.
ATTEST: THE JHAVERI TRUST
Ramesh C. Jhaveri By: /s/ Saumil Jhaveri
- ----------------------------- -------------------------------
Saumil Jhaveri, President
-9-
<PAGE> 10
ATTEST: MAXUS SECURITIES CORP.
Sherry Nyary By: /s/ Robert W. Curtin
- --------------------- -------------------------------
Name: Robert W. Curtin
-----------------------------
Title: Senior Vice President
-----------------------------
-10-
<PAGE> 11
UNDERWRITING AGREEMENT
----------------------
EXHIBIT A
The following is a list of the states in which Maxus Securities Corp.
will act as underwriter for The Jhaveri Trust, and the amount of annual expenses
that The Jhaveri Trust will pay on behalf of Maxus Securities Corp.
STATE EXPENSES
----- --------
Arizona $300.00
-11-
<PAGE> 1
Exhibit 99.B11
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in this
Post-Effective Amendment Number 3 of our report dated April 22, 1997 and to all
references to our firm included in or made a part of this Post-Effective
Amendment.
McCurdy & Associates CPA's, Inc.
May 15, 1997
<PAGE> 1
Exhibit 99.POA1
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS:
WHEREAS, THE JHAVERI TRUST, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended; and
NOW, THEREFORE, the Trust hereby constitutes and appoints JAMES R.
CUMMINS and DONALD S. MENDELSOHN, and each of them, its attorneys for it and in
its name, place and stead, to execute and file such amendments, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully to all intents and purposes as it might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the Trust has caused its name to be subscribed
hereto by the President this 28th day of May, 1997.
ATTEST: THE JHAVERI TRUST
/s/ Saumil Jhaveri By: /s/ Ramesh C. Jhaveri
- -------------------------- ----------------------------------------
Saumil Jhaveri, Secretary RAMESH C. JHAVERI, Chief Executive Officer
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
Before me, a Notary Public, in and for said county and state,
personally appeared RAMESH C. JHAVERI, Chief Executive Officer and SAUMIL
JHAVERI, Secretary, who represented that they are duly authorized in the
premises, and who are known to me to be the persons described in and who
executed the foregoing instrument, and they duly acknowledged to me that they
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of May, 1997.
John M. Stickney
--------------------------------------
Notary Public
no exp.
<PAGE> 2
CERTIFICATE
-----------
The undersigned, Secretary of THE JHAVERI TRUST, hereby certifies that
the following resolution was duly adopted by a majority of the Board of Trustees
at a meeting held May 28, 1997, and is in full force and effect:
"WHEREAS, THE JHAVERI TRUST, a business trust organized under
the laws of the State of Ohio (hereinafter referred to as the
"Trust"), periodically files amendments to its Registration
Statement with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended; and
NOW, THEREFORE, the Trust hereby constitutes and appoints
JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them,
its attorneys for it and in its name, place and stead, to
execute and file such amendments, hereby giving and granting
to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully to all intents
and purposes as it might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that
said attorneys may or shall lawfully do or cause to be done by
virtue hereof."
Dated: May 28, 1997 /s/ Saumil Jhaveri
----------------------------------
Saumil Jhaveri, Secretary
The Jhaveri Trust
<PAGE> 1
Exhibit 699.POA2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE JHAVERI TRUST, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee and the Chief Executive Officer
and Chairman of the Board of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such amendments, hereby giving and granting to said attorneys
full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
28th day of May, 1997.
/s/ Ramesh C. Jhaveri
-------------------------------------------
RAMESH C. JHAVERI, Trustee, Chief Executive
Officer and Chairman of the Board
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
Before me, a Notary Public, in and for said county and state,
personally appeared RAMESH C. JHAVERI, known to me to be the person described in
and who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of May, 1997.
John M. Stickney
--------------------------------------
Notary Public
no exp.
<PAGE> 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE JHAVERI TRUST, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee and the President and Treasurer
of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such amendments, hereby giving and granting to said attorneys
full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
28th day of May, 1997.
/s/ Saumil R. Jhaveri
--------------------------------------
SAUMIL R. JHAVERI, Trustee, President
and Treasurer
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
Before me, a Notary Public, in and for said county and state,
personally appeared SAUMIL R. JHAVERI, known to me to be the person described in
and who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of May, 1997.
/s/ John M. Stickney
---------------------------
Notary Public
no exp.
<PAGE> 3
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE JHAVERI TRUST, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such amendments, hereby giving and granting to said attorneys
full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
28th day of May, 1997.
/s/ Mukul M. Mehta
---------------------------------------
MUKUL M. MEHTA, Trustee
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
Before me, a Notary Public, in and for said county and state,
personally appeared MUKUL M. MEHTA, known to me to be the person described in
and who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of May, 1997.
John M. Stickney
--------------------
Notary Public
no exp.
<PAGE> 4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE JHAVERI TRUST, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such amendments, hereby giving and granting to said attorneys
full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
28th day of May, 1997.
/s/ James F. Mueller
---------------------------------
JAMES F. MUELLER, Trustee
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
Before me, a Notary Public, in and for said county and state,
personally appeared JAMES F. MUELLER, known to me to be the person described in
and who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of May, 1997.
John M. Stickney
---------------------
Notary Public
no exp.
<PAGE> 5
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE JHAVERI TRUST, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, Post-Effective Amendment No. 2 to its
Registration Statement; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such amendments, hereby giving and granting to said attorneys
full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
28th day of May, 1997.
/s/ David R. Zavagno
----------------------------------
DAVID R. ZAVAGNO, Trustee
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
Before me, a Notary Public, in and for said county and state,
personally appeared DAVID R. ZAVAGNO, known to me to be the person described in
and who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of May, 1997.
John M. Stickney
----------------------
Notary Public
no exp.
