SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / /
-------
Post-Effective Amendment No. 15 /X/
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 16 /X/
-------
PC&J PERFORMANCE FUND - File Nos. 2-87490 and 811-3906
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(Exact Name of Registrant as Specified in Charter)
300 Old Post Office, 120 West Third Street, Dayton, Ohio 45402
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: 937/223-0600
------------
James M. Johnson, 300 Old Post Office, 120 West Third Street,
Dayton, Ohio 45402
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(Name and Address of Agent for Service)
Copy to: Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.,
3500 Carew Tower, Cincinnati, Ohio 45202
Approximate Date of Proposed Public Offering: March 14, 1997
-----------------
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/X/ on March 13, 1997 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of Rule 485
The Registrant has registered an indefinite number or amount of securities
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. A Form 24F-2 with respect to the Registrant's fiscal
year ended December 31, 1996 was filed with the Securities and Exchange
Commission on February 24, 1997.
<PAGE>
PC&J PERFORMANCE FUND
Cross Reference Sheet Required By
Rule 481(a) under the Securities Act of 1933
<TABLE>
<CAPTION>
Part A of Form N-1A Item No. Caption(s) in Prospectus
- ---------------------------- ------------------------
<S> <C>
1 ........................... Cover Page
2 ........................... Fee Table
3 ........................... Financial Highlights
4 ........................... Organization And Operation Of The Fund
5A........................... Organization and Operation of The Fund
5 ........................... Organization And Operation Of The Fund
6 ........................... Description Of Shares And Taxes
7 ........................... Determination Of Share Price, How To Invest
In The Fund, Distribution Expense Plan
8 ........................... How To Redeem Your Investment
9 ........................... None
<CAPTION>
Caption(s) in Statement
Part B of Form N-1A Item No. Of Additional Information
- ---------------------------- -------------------------
<S> <C>
10 .......................... Cover Page
11 .......................... Table Of Contents
12 .......................... None
13 .......................... Investment Objective And Policies
14 .......................... Organization And Operation Of The Fund
15 .......................... Organization And Operation Of The Fund
16 .......................... Organization And Operation Of The Fund,
Distribution Expense Plan
17 .......................... Portfolio Transactions And Brokerage
Allocation
18 .......................... Description Of Shares And Taxes
19 .......................... How To Invest In The Fund, Determination Of
Share Price
20 .......................... Description Of Shares And Taxes
21 .......................... Not Applicable
22 .......................... None
23 .......................... Financial Statements
</TABLE>
<PAGE>
PROSPECTUS
March 14, 1997
PC&J PERFORMANCE FUND
A No-Load Fund
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
Investment Adviser: Parker Carlson & Johnson, Inc.
INVESTMENT OBJECTIVE
The investment objective of PC&J Performance Fund (the "Fund") is
long-term growth of capital through investment in common stocks.
Current income is of secondary importance.
IMPORTANT FEATURES
Investment for Capital Growth
No Sales Commissions or Withdrawal Charges
Professional Management
Diversification
This Prospectus sets forth concisely the information about the Fund
that you should know before investing. Please retain this Prospectus
for future reference. A Statement of Additional Information dated
March 14, 1997 has been filed with the Securities and Exchange
Commission and is incorporated by reference in its entirety into this
Prospectus. A copy of the Statement of Additional Information can be
obtained at no charge by calling the Fund at 937-223-0600.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
FEE TABLE..................................................... 3
FINANCIAL HIGHLIGHTS.......................................... 4
INVESTMENT OBJECTIVE AND POLICIES............................. 5
ORGANIZATION AND OPERATION OF THE FUND........................ 5
DISTRIBUTION EXPENSE PLAN..................................... 7
DESCRIPTION OF SHARES AND TAXES............................... 7
HOW TO INVEST IN THE FUND..................................... 8
HOW TO REDEEM YOUR INVESTMENT................................. 9
DETERMINATION OF SHARE PRICE.................................. 10
AUDITORS...................................................... 10
NEW ACCOUNT APPLICATION....................................... 11
</TABLE>
FEE TABLE
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 0%
Maximum Sales Load Imposed on Reinvested
Dividends (as a percentage of offering
price) 0%
Deferred Sales Load (as a percentage
of original purchase price or redemption
proceeds, as applicable) 0%
Redemption Fees (as a percentage of
amount redeemed, if applicable) 0%
Exchange Fee 0%
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
<TABLE>
<S> <C>
Management Fees 1.00%
12b-1 Fees 0%
Other Expenses 0.50%
Total Fund Operating Expenses 1.50%
</TABLE>
<TABLE>
<CAPTION>
Example 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
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: $15 $47 $81 $178
</TABLE>
The purpose of the above table is to assist a potential purchaser of the
Fund's shares in understanding the various costs and expenses that an
investor in the Fund will bear directly or indirectly. See "ORGANIZATION
AND OPERATION OF THE FUND" and "DISTRIBUTION EXPENSE PLAN" for a more
complete discussion of the annual operating expenses of the Fund. The
foregoing example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown.
Under normal circumstances, such expenses will not exceed 1.5% of the
Fund's average net assets.
FINANCIAL HIGHLIGHTS
The information contained in the table below is for the years ended
December 31, 1996, 1995, 1994, 1993, 1992, 1991, 1990, 1989 and 1988,
and the nine months ended December 31, 1987. Such information has been
derived from data contained in financial statements audited by Deloitte
& Touche LLP, independent auditors. Such information
should be read in conjunction with the financial statements appearing
in the Fund's Statement of Additional Information. The Fund's Annual
Report contains additional performance information and will be made
available upon request and without charge.
<PAGE>
PC&J PERFORMANCE FUND
FINANCIAL HIGHLIGHTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, 1994, 1993, 1992, 1991, 1990,
1995, 1994, 1993, 1992, 1991, 1990, 1989, AND 1988,
AND THE NINE MONTHS ENDED DECEMBER 31, 1987
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<TABLE>
<CAPTION>
Selected Data for Each Share December December December December December
of Capital Stock Outstanding 1996 1995 1994 1993 1992
Throughout the Year
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE-BEGINNING OF YEAR $19.18 $17.68 $18.13 $17.90 $17.42
Income from investment operations:
Net investment income 0.06 0.03 0.06 0.08 0.10
Net realized and unrealized
gain (loss) on securities 3.73 3.99 0.08 2.47 1.30
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 3.79 4.02 0.14 2.55 1.40
Less dividemds:
Dividends from net investment (0.06) (0.03) (0.06) (0.08) (0.10)
income
Distributions from net
realized capital gains (1.80) (2.49) (0.53) (2.24) (0.82)
--------- --------- --------- --------- ---------
TOTAL DIVIDENDS (1.86) (2.52) (0.59) (2.32) (0.92)
NET ASSET VALUE-END OF YEAR $21.11 $19.18 $17.68 $18.13 $17.90
Total return 19.80% 22.74% 0.77% 14.25% 8.04%
RATIOS TO AVERAGE NET ASSETS
Expenses 1.50% 1.50% 1.50% 1.52% 1.52%
Net investment income 0.30% 0.13% 0.35% 0.45% 0.61%
Net assets at end of year (000's) $28,638 $23,949 $19,753 $19,670 $16,045
Average commissions per share <F2> $0.10
Portfolio turnover rate 64.31% 76.71% 68.56% 63.28% 48.26%
<CAPTION>
Selected Data for Each Share December December December December December
of Capital Stock Outstanding 1991 1990 1989 1988 1987
Throughout the Year
--------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE-BEGINNING OF YEAR $14.22 $15.30 $12.35 $11.20 $14.65
Income from investment operations:
Net investment income 0.15 0.18 0.17 0.27 0.10
Net realized and unrealized
gain (loss) on securities 4.18 (1.08) 3.95 1.15 (3.41)
--------- --------- -------- --------- ----------
TOTAL FROM INVESTMENT OPERATIONS 4.33 (0.90) 4.12 1.42 (3.31)
Less dividemds:
Dividends from net investment (0.15) (0.18) (0.17) (0.27) (0.10)
income
Distributions from net
realized capital gains (0.98) 0.00 (1.00) 0.00 (0.04)
--------- --------- -------- --------- ----------
TOTAL DIVIDENDS (1.13) (0.18) (1.17) (0.27) (0.14)
NET ASSET VALUE-END OF YEAR $17.42 $14.22 $15.30 $12.35 $11.20
Total return 30.45% -5.88% 33.36% 12.68% -22.59%
RATIOS TO AVERAGE NET ASSETS
Expenses 1.52% 1.50% 1.52% 1.60% 1.51%<F1>
Net investment income 0.97% 1.19% 1.20% 2.15% 0.93%<F1>
Net assets at end of year (000's) $14,040 $8,354 $8,489 $6,740 $6,999
Average commissions per share <F2>
Portfolio turnover rate 41.40% 73.89% 89.85% 62.54% 45.53%<F1>
<FN>
<F1> Annualized
<F2> Due to SEC disclosure guidelines, average commissions paid on equity transactions are
calculated for the current year and not for the prior years.
</FN>
</TABLE>
See notes to financial statements appearing in the Fund's
Statement of Additional Information
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is long-term growth of capital
through investment in common stocks. Current income is of secondary
importance. This investment objective may be changed without the
affirmative vote of a majority of the outstanding voting securities of
the Fund. The Fund seeks to achieve this objective by investing
primarily in common stock that the Fund's Investment Adviser believes to
offer growth potential without regard to current dividend yield.
The Fund may invest all or a portion of its assets for temporary defensive
purposes, in U.S. Treasury bills or other short-term interest bearing
securities and in bank interest bearing checking accounts, including
interest bearing checking accounts of the Custodian. Under normal
circumstances, such short-term investments are expected to represent
only a nominal portion of the Fund's total assets.
As a diversified company, at least 75% of the Fund's total assets must
be invested in (a) securities limited in respect of any one issuer to
an amount not greater than 5% of the value of the total assets of the
Fund and not greater than 10% of the outstanding voting securities of
such issuer, (b) cash and cash items, (c) government securities, and
(d) securities of other investment companies.
Although the Fund intends to diversify its investments, investment in
the Fund generally will be subject to market risks associated with the
ownership of common stock since the net asset value of shares of the Fund
will reflect the underlying value of the common stock owned by the Fund.
ORGANIZATION AND OPERATION OF THE FUND
The Fund is a diversified, open-end management investment company organized
as an Ohio business trust on October 26, 1983. The responsibility for
management of the Fund is vested in its Board of Trustees which, among
other things, is empowered by the Fund's Declaration of Trust to elect
officers of the Fund and contract with andprovide for the compensation of
agents, consultants and other professionals to assist and advise in such
management.
The Fund has entered into an Investment Advisory Agreement ("Investment
Advisory Agreement") with Parker Carlson & Johnson, Inc., 300 Old Post
Office, 120 West Third Street, Dayton, Ohio (the "Adviser") in which
the Adviser has agreed to provide the Fund with continuous investment
advice, including management of the Fund's portfolio securities. The
Adviser was organized in 1982 and has been the only investment
adviser of the Fund. James M. Johnson is primarily responsible for the
day to day management of the Fund's portfolio and has been since the Fund's
inception (December 23, 1983). Mr. Johnson has been the Secretary of
the Adviser since September, 1982 and Secretary and a Trustee of the
Fund since its inception.
The Adviser is also the investment adviser to PC&J Preservation Fund and
to various individual, business and pension fund clients and is registered
under the Investment Advisers Act of 1940. All officers of the Adviser
are members of the Financial Analysts Federation, and Mr. Johnson and Mrs.
Carlson are Chartered Financial Analysts.
As compensation for the investment advice, the Fund will pay the Adviser a
monthly fee, accrued daily, based on an annual rate of 1% of the daily net
asset value of the Fund.
The Fund has entered into a Management and Transfer Agent Agreement
("Management Agreement") with PC&J Service Corp., 300 Old Post Office,
120 West Third Street, Dayton, Ohio ("Service Corp."), in which Service
Corp. has agreed to manage the Fund's business affairs, exclusive of
investment advice provided by Adviser, and to serve as its transfer and
dividend disbursing agent. Service Corp. pays all expenses of the Fund
(excluding interest, taxes, brokerage and extraordinary expenses and fees
payable under the Investment Advisory Agreement and Management Agreement,
all of which are payable by the Fund).
These expenses include, but are not limited to, costs of furnishing
documents to shareholders and regulatory agencies, registration and filing
fees, legal, auditing, and custodian fees. Service Corp. pays the expenses
of shareholders'and Trustees' meetings and any fees paid to Trustees who
are not interested persons of the Adviser. Service Corp. was organized in
October 1983, and its officers and directors are identical to those of
Adviser.
As compensation for the overall management, transfer and dividend disbursing
agent services and payment of the foregoing expenses, the Fund will pay
Service Corp. a monthly fee, accrued daily, based on an annual rate of .5%
of the daily net asset value of the Fund.
The Fund has appointed Star Bank, N.A., Cincinnati ("Custodian"), 425 Walnut
Street, Cincinnati, Ohio 45202, as the Fund's custodian. In such capacity the
Custodian will receive all new account applications in connection with
initial purchases of the Fund's shares, will receive and credit to the
account of the Fund all checks payable to the Fund and all wire transfers
to the Fund. The Custodian will hold all portfolio securities and other
assets owned by the Fund. Compensation for such services will be paid by
Service Corp.
Performance information for the Fund is contained in the Fund's annual
report which will be made available upon request and without charge.
DISTRIBUTION EXPENSE PLAN
Certain of the foregoing expenses of the Fund payable by Adviser and
Service Corp. are for activities associated with the sale of Fund shares.
For example, Adviser and Service Corp. are responsible for the compensation
of all employees and officers common to such organizations and the Fund.
Also, Service Corp. is responsible for thecosts of preparation and printing
the Fund's registration statements and prospectuses and its registration
and filing fees.
While the Fund does not believe that payments made to Adviser under the
Investment Advisory Agreement and to Service Corp. under the Management
Agreement indirectly are for activity primarily intended to result in the
sale of Fund shares, the Fund and its shareholders have adopted a
Distribution Expense Plan authorizing payments under the Investment
Advisory Agreement and Management Agreement which might be deemed to be
primarily intended to result in the sale of Fund shares.
DESCRIPTION OF SHARES AND TAXES
Ownership records of shares are maintained by the Fund's transfer agent,
Service Corp., which confirms purchase and sale of shares and dividend and
capital gain distributions. Certificates representing shares will not be
issued.
Shareholders have equal voting rights on all matters submitted for
shareholder vote. The Declaration of Trust limits the matters requiring a
shareholder vote to the election or removal of Trustees, approval of certain
contracts of the Fund such as the Investment Advisory Agreement with
Adviser, approval of the termination or reorganization of the Fund and
certain other matters described in such Declaration.
Dividends and distributions on shares shall be made with such frequency and
in such amounts as the Trustees from time to time shall determine. Long-term
capital gains normally will be distributed only once annually. Distributions
will be made only in additional shares and not in cash. The tax consequences
described in this section apply to dividends and distributions even though
paid in additional shares and not in cash.
It is expected that the Trustees will distribute annually to shareholders all
or substantially all of the Fund's net income and net realized capital
gains. Distributed net income and distributed net realized short-term capital
gains are taxable to investors for federal income tax purposes as ordinary
income. Distributed net realized long-term capital gains are taxable to
investors as long-term capital gains, even though paid in additional shares
and not in cash. Shareholders not subject to federal income tax on their
income will not, of course, be required to pay federal income tax on any
amounts distributed to them.
The Fund will inform shareholders of the amount and nature of such income
and capital gains. Dividend and capital gain distributions may 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 about the tax effect of distributions and withdrawals from the Fund.
Holders of shares should direct all inquiries concerning the purchase or
redemption of shares to the Fund. All other questions should be directed to
Service Corp.
HOW TO INVEST IN THE FUND
You may purchase shares of the Fund on any business day the New York Stock
Exchange is open. The minimum initial investment is $1,000 ($2,000 for tax
deferred retirement plans). There is no required minimum subsequent
investment. The purchase price for shares will be the net asset value per
share next determined after the order is received. (See "Determination of
Share Price".) There is no sales charge or commission.
The Fund reserves the right to refuse to sell to any person. If a
purchaser's check is returned to the Custodian as uncollectible, the
purchase order is subject to cancellation and the purchaser will be
responsible for any loss incurred by the Fund.
INITIAL INVESTMENT BY MAIL
You may purchase shares of the Fund by mail, in at least the minimum
amount, by submitting a check payable to the order of "PC&J Performance
Fund" and a completed and signed new account application, which accompanies
this Prospectus (page 11), to the Custodian at the following address:
PC&J - Lockbox Account
Location 0614
Cincinnati, Ohio 45264-0614
The Fund confirms with the Custodian, by telephone and on a daily basis as
required, the receipt by the Custodian of the foregoing information, payment
and properly completed new account application.
INITIAL INVESTMENTS BY WIRE
You may purchase shares of the Fund by wire, in at least the minimum amount,
by (a) first completing and signing the new account application,
(b) telephoning (937-223-0600) the information contained in the new account
application to the Fund, (c) mailing the completed and signed new account
application to the Custodian at the address set forth in the preceding
paragraph, and (d) instructing your bank to wire Federal Funds to the
Custodian. Your bank may charge you a fee for sending such wire.
SUBSEQUENT INVESTMENTS
You may purchase additional shares of the Fund by (a) first providing the
Fund, by mail or by telephone, the necessary information concerning the name
of your account and its number and (b) thereafter providing the Custodian the
necessary payment, which may be by check or by wire transfer, as described
above.
EFFECTIVE DATE OF PURCHASE
The Fund confirms with the Custodian, by telephone and on a daily basis as
required, the receipt by the Fund or the Custodian of the foregoing
information, payment and properly completed new account application. The Fund
will deem a purchase to be effective only after confirmation of the receipt
of such information, payment and the proper completion of the new account
application. The Fund's transfer agent, Service Corp., mails you confirmations
of all investments and redemptions.
HOW TO REDEEM YOUR INVESTMENT
The Fund will redeem all or part of your shares without charge at the net
asset value next determined after receipt by the Fund of your properly
completed written request for redemption. Payment for shares of the Fund
tendered for redemption is made within 7 days after tender in proper form.
However, payment in redemptions of shares purchased by check will be effected
only after the check has been collected, which normally occurs within fifteen
days. The Fund further reserves the right to delay payment for the
redemption of shares until such time as the Fund has received the properly
completed new account application with respect to such shares.
Shares of the Fund may be redeemed on each day that the Fund is open for
business by sending a written redemption request to the Fund. The written
request must be signed by each shareholder, including each joint owner,
exactly as the name appears on the Fund's account records. The redemption
request must state the number or dollar amount of shares to be redeemed and
your account number. For the protection of shareholders, additional
documentation may be required from individuals, corporations, partnerships,
executors, trustees and other fiduciaries.Because the Fund incurs certain
fixed costs in maintaining shareholder accounts, the Fund reserves the right
to redeem all shares of any account on sixty days' written notice if the net
asset value of the account, due to a redemption, is less than $5,000 ($1,000
for tax deferred retirement plans), or such other minimum amount as the Fund
may determine from time to time. A shareholder may increase the value of his
shares to the minimum amount within the sixty 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. It is anticipated
that the redemption provisions of the preceding sentence would be used only
to preserve the tax status of a Fund or to close a Fund.
The Fund may suspend the right of redemption or may delay payment (a) during
any period the New York Stock Exchange is closed other than for customary
weekend and holiday closings, (b) when trading on the New York Stock Exchange
is restricted, or an emergency exists (as determined by the rules and
regulations of the Securities and Exchange Commission) so that disposal of
the securities held in the Fund or determination of the net asset value of
the Fund is not reasonably practicable, or (c) for such other periods as the
Securities and Exchange Commission by order may permit for the protection of
the Fund's shareholders.
DETERMINATION OF SHARE PRICE
On each day that the Fund is open for business, the net asset value of the
shares is determined as of 4:15 P.M., Dayton, Ohio time. The Fund is open for
business on each day the New York Stock Exchange is open for business and on
any other day when there is sufficient trading in the Fund's portfolio
securities that the Fund's net asset value might be materially affected. The
net asset value per share is computed by dividing the sum of the value of
the securities held by the Fund plus any cash or other assets (including
interest and dividends accrued but not yet received) minus all liabilities
(including estimated accrued expenses) by the total number of shares then
outstanding.
All portfolio securities are valued on the following bases: (a) securities
which are traded on stock exchanges are valued at the last sale price as of
the close of business on the day the securities are being valued,
(b) securities traded in the over-the-counter market are valued at either
the mean between the bid and ask prices or the last sale price as one or
the other may be quoted by the National Association of Securities Dealers
Automated Quotations System ("NASDAQ") as of the close of business on the
day the securities are being valued, (c) securities and other assets for
which market quotations are not readily available are valued at fair value
as determined in good faith by or under the direction of the Board of
Trustees of the Fund. The share price of the Fund will fluctuate with the
value of its portfolio securities.
AUDITORS
The Fund has selected the firm of Deloitte & Touche LLP as the independent
auditors for the Fund. Deloitte & Touche LLP will be paid
for its services by Service Corp.
<PAGE>
PC&J PERFORMANCE FUND
NEW ACCOUNT APPLICATION
INSTRUCTIONS: Complete Sections 1 through 4 where applicable. Please print or
type. This application should be completed, signed and mailed to PC&J Lockbox
Account, Cincinnati. If payment is by check or other negotiable instrument
such check or other negotiable instrument payable to PC&J Performance Fund
should accompany the New Account Application. Refer to the Prospectus for
more detailed information.
MAIL TO: PC&J - Lockbox Account
Location 0614
Cincinnati, Ohio 45264-0614
- ------------------------------------------------------------------------------
1. REGISTRATION (Complete one section only)
___________________________________ _______________
INDIVIDUALS First Name Initial Last Name Social Security
AND Number
JOINT TENANTS
_______________________________________________________
Joint Owner (A Joint Tenancy with right of survivorship
will be presumed, unless otherwise indicated)
___________________________________ _______________
GIFTS Custodian's Name (only one) Minor's state
TO of residence
MINORS
___________________________________ ________________
Minor's Name (Only one) Minor's Social
Security Number
___________________________________ _______________
TRUSTS Trust or Plan Name Tax Identifi-
AND QUALIFIED cation Number
RETIREMENT PLANS
___________________________________
Name of Trustee(s)
___________________________________ _______________
ORGANIZATIONS Name of Organization Tax Identifi-
cation Number
Type: ___Corporation ___Partnership ___Association
<PAGE>
2. MAILING ADDRESS
___________________________________ ________________
Street Telephone Number
___________________________________ ________________
City State Zip Code
___________________________________
Attention (if any)
- ------------------------------------------------------------------------------
3. INITIAL INVESTMENT (Complete one only)
A. I am mailing $___________ by check or other negotiable instrument
Amount
B. I have arranged $___________ for wire transfer
Amount
to PC&J Lockbox Account, Cincinnati at the address set forth above for
the purchase of shares of PC&J Performance Fund. The minimum initial
purchase is $1,000 ($2,000 for tax deferred retirement plans).
- ------------------------------------------------------------------------------
4. SIGNATURES
I have received and reviewed a copy of the Fund's Prospectus dated
March 14, 1997 and understand that (a) certificates with respect to
shares of the Fund will not be issued, and (b) dividends and capital
gain distributions will made only in additional shares of the Fund and
not in cash.
_____________ __________________________________________________
Date Signature (Individual, Custodian, Trustee or Other)
_____________ __________________________________________________
Date Signature of Joint Owner (if any)
- ------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
March 14, 1997
PC&J
PERFORMANCE
FUND
INVESTMENT ADVISER
Parker Carlson & Johnson, Inc.
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
MANAGER AND TRANSFER AGENT PC&J
PERFORMANCE
PC&J Service Corp. FUND
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
AUDITORS
Deloitte & Touche LLP
1700 Courthouse Plaza Northeast
Dayton, Ohio 45402
CUSTODIAN
Star Bank, N.A., Cincinnati
425 Walnut Street
Cincinnati, Ohio 45202
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
March 14, 1997
PC&J PERFORMANCE FUND
A No-Load Fund
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
Investment Adviser: Parker Carlson & Johnson, Inc.
(the "Adviser")
INVESTMENT OBJECTIVE
The investment objective of PC&J Performance Fund (the "Fund") is long-term
growth of capital through investment in common stocks. Current income is of
secondary importance.
IMPORTANT FEATURES
Investment for Capital Growth
No Sales Commissions or Withdrawal Charges
Professional Management
Diversification
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Prospectus of the Fund dated March 14, 1997
(the "Prospectus") which is available upon request and without charge by
calling the Fund at 937-223-0600. This Statement of Additional Information
is incorporated by reference in its entirety into the Prospectus.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES........................... 2
Fundamental............................................ 2
Non-Fundamental........................................ 4
State Restrictions..................................... 4
ORGANIZATION AND OPERATION OF THE FUND...................... 5
Principal Holders of Equity Securities................. 6
Investment Adviser..................................... 6
Manager and Transfer Agent............................. 7
Custodian.............................................. 7
Auditors............................................... 7
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION............. 7
DISTRIBUTION EXPENSE PLAN................................... 8
DESCRIPTION OF SHARES AND TAXES............................. 8
HOW TO INVEST IN THE FUND................................... 8
Initial Investment By Mail............................. 9
Initial Investments By Wire............................ 9
Subsequent Investments................................. 9
Effective Date of Purchase............................. 9
HOW TO REDEEM YOUR INVESTMENT............................... 9
DETERMINATION OF SHARE PRICE................................ 9
FINANCIAL STATEMENTS........................................ 9
</TABLE>
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
FUNDAMENTAL
Information contained in the Prospectus under the heading "Investment
Objective and Policies" is incorporated herein by reference. The investment
limitations described below have been adopted by 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 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 which are 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 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 Fund 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. It is the current position of the SEC staff that the provisions of
this paragraph do not apply to a fund's borrowing policy (paragraph 1 above).
As long as the SEC staff maintains that position, neither Fund will apply the
provisions to its borrowing policy.
Notwithstanding the concentration limitation in paragraph 7, 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 Fund, provided that if such merger, consolidation or acquisition results
in any concentration prohibited bysaid paragraph 7, the Fund 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
limitation imposed by said paragraph 7 above as of the date of consummation.
NON-FUNDAMENTAL
The following limitations have been adopted by the Fund and are
Non-Fundamental.
1. 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.
2. 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.
3. OPTIONS. The Fund will not purchase or sell puts, calls, options
or straddles except as described in the Prospectus and this Statement of
Additional Information.
4. 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.
5. ILLIQUID INVESTMENTS. The Fund will not invest more than 15% of
its net assets in securities for which there are legal or contractual
restrictions on resale and other illiquid securities.
STATE RESTRICTIONS
To comply with the current blue sky regulations of the State of Ohio, the
Fund presently intends to observe the following restrictions, which may be
changed by the Board of Trustees without shareholder approval.
The Fund will not purchase or retain securities of any issuer if the Trustees
and officers of the Fund or of the Adviser, who individually own beneficially
more than 0.5% of the outstanding securities of such issuer, together own
beneficially more than 5% of such securities. The Fund will not purchase
securities issued by other investment companies except by purchase in the
open market where no commission or profit to a sponsor or dealer results from
such purchase other than customary broker's commission or except when such
purchase is part of a plan of merger, consolidation, reorganization or
acquisition. The Fund will not borrow (other than by entering into reverse
repurchase agreements), pledge, mortgage or hypothecate more than one-third
of its total assets. In addition, the Fund will engage in borrowing (other
than reverse repurchase agreements) only for emergency or extraordinary
purposes and not for leverage. The Fund will not invest more than 15% of its
total assets in securities of issuers which, together with any predecessors,
have a record of less than three years continuous operation or securities of
issuers which are restricted as to disposition. The Fund will not purchase
the securities ofany issuer if such purchase at the time thereof would cause
more than 10% of the voting securities of any issuer to be held by the Fund.
It is the Fund's policy to sell securities that the Fund's Investment
Adviser, Parker Carlson & Johnson, Inc. (the "Adviser") considers overvalued,
replacing them with undervalued securities and to do so as often as the
Adviser deems prudent and appropriate. For the Fund's fiscal year ended
December 31, 1996 the Fund's portfolio turnover rate was 64.31%.
ORGANIZATION AND OPERATION OF THE FUND
Information contained in the Prospectus under the heading "Organization and
Operation of the Fund" is incorporated herein by reference. The names of the
executive officers and Trustees of the Fund are shown in the table below.
Each Trustee who is an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<CAPTION>
POSITION PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE HELD WITH DURING PAST FIVE YEARS
FUND
<S> <C> <C>
*Leslie O. Parker III <F1> President Since September 1982,
300 Old Post Office and Trustee President of Adviser
120 West Third Street
Dayton, Ohio 45402
Age: 57
*Kathleen A. Carlson, CFA <F1> Treasurer Since September 1982,
300 Old Post Office and Trustee Treasurer of Adviser
120 West Third Street
Dayton, Ohio 45402
Age: 41
*James M. Johnson, CFA <F1> Secretary Since September 1982,
300 Old Post Office and Trustee Secretary of Adviser
120 West Third Street
Dayton, Ohio 45402
Age: 44
Donald N. Lorenz Trustee Since December 1980,
367 West Second Street Vice President-Finance
Dayton, Ohio 45402 and Treasurer, Price
Age: 62 Brothers Company
(concrete pipe
products)
Thomas H. Rodgers Trustee Since July 1986, Vice
World Headquarters Blvd. President - General
Troy, Ohio 45373 Counsel and Secretary,
Age: 52 Premark International,
Inc. Food Equipment
Group
<FN>
<F1> Each of these individuals serves as a director of the Adviser.
</FN>
</TABLE>
Each of the foregoing Trustees also is a Trustee of PC&J Preservation Fund.
As of February 14, 1997, all Trustees and officers of the Fund as a group
owned 1.50% of the outstanding shares of the Fund.
The compensation paid to the Trustees of the Fund for the year ended
December 31, 1996 is set forth in the following table:
<TABLE>
<CAPTION>
PENSION OR ESTIMATED TOTAL
RETIREMENT ANNUAL COMPENSA-
AGGREGATE ACCRUED AS BENEFITS TION FROM
COMPENSA- PART OF UPON FUND
TION FROM FUND RETIRE- COMPLEX
FUND EXPENSES MENT
<S> <C> <C> <C> <C>
Leslie O. Parker,III $0 $0 $0 $0
Kathleen A. Carlson $0 $0 $0 $0
James M. Johnson $0 $0 $0 $0
Donald N. Lorenz $200 $0 $0 $400
Thomas H. Rodgers $300 $0 $0 $600
</TABLE>
The Fund and PC&J Preservation Fund are the two investment companies in the
PC&J Mutual Funds complex. They have identical Boards of Trustees, and Board
and committee meetings of both Funds are held at the same time. Although the
fees paid to Trustees are expenses of the Funds, Service Corp. makes the
actual payment pursuant to its management agreements with the Funds, which
obligate Service Corp. to pay all of the operating expenses of the Funds
(with limited exceptions).
PRINCIPAL HOLDERS OF EQUITY SECURITIES
The following table sets forth each person or group known to the Fund to be
the record or beneficial owner of five percent (5%) or more of the Fund's
shares as of February 14, 1997:
<TABLE>
<S> <C>
Riverside Pediatric Assoc. Inc. 6.20%
Profit Sharing Trust
2559 Tremont Road
Columbus, Ohio 43221
</TABLE>
INVESTMENT ADVISER
Information contained in the Prospectus under the heading "Organization and
Operation of the Fund" is incorporated herein by reference.
The Fund's President, Treasurer and Secretary are the President, Treasurer
and Secretary, respectively, of Adviser and own in the aggregate a
controlling interest in Adviser.
For the Fund's fiscal years ended December 31, 1994, 1995,and 1996 the
Adviser was paid $196,659, $225,207, and $259,438 respectively, under the
Investment Advisory Agreement.The Adviser and Service Corp., as manager,
jointly and severally have agreed to reimburse the Fund (up to the amount of
the respective fee received by Adviser or Service Corp.) for the aggregate
expenses of the Fund during any fiscal year which exceed the limits
prescribed by any state in which the shares of the Fund are registered for
sale. Currently, the most stringent limitation provides that annual expenses
of the Fund, including investment advisory and management fees but excluding
interest, taxes, brokerage commissions and extraordinary expenses, shall not
exceed two percent of the first ten million dollars of the Fund's average net
assets and one and one-half percent of average net assets in excess of ten
million dollars. The Fund's expenses have never exceeded the foregoing
limitations.
MANAGER AND TRANSFER AGENT
Information contained in the Prospectus under the heading "Organization and
Operation of the Fund" is incorporated herein by reference.
For the Fund's fiscal years ended December 31, 1994, 1995, and 1996, Service
Corp. was paid $98,329, $112,603, and $129,719 respectively, under the
Management Agreement.
Service Corp. has agreed to pay the Fund's organizational costs and to
provide and pay the compensation for the Fund's officers and employees, to
provide and pay for office space and facilities required for its operation
and generally to provide and pay for the general administration and operation
of the Fund, including its compliance obligations under state and federal
laws and regulations (but excluding interest, taxes, brokerage and
extraordinary expenses and fees payable under the Investment Advisory
Agreement and Management Agreement, all of which are payable by the Fund).
CUSTODIAN
Information contained in the Prospectus under the heading "Organization and
Operation of the Fund" is incorporated herein by reference.
AUDITORS
Information contained in the Prospectus under the heading "Auditors" is
incorporated herein by reference.
The Auditors' principal business address is: 1700 Courthouse Plaza Northeast,
Dayton, Ohio 45402.
It is expected that such independent public accountants will audit the annual
financial statements of the Fund, assist in the preparation of the Fund's
federal and state tax returns and review certain of the Fund's filings with
the Securities and Exchange Commission.
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION
Subject to the policies established by the Board of Trustees of the Fund, the
Adviser is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In executing such transactions, the
Adviser seeks to obtain the best net results for the Fund taking into account
such factors as price (including the applicable brokerage commission or
dealer spread), size of order, difficulties of execution and operational
facilities of the firm involved and the firm's risk in positioning a block of
securities. While the Adviser generally seeks reasonably competitive
commission rates, for the reasons stated in the prior sentence the Fund will
not necessarily be paying the lowest commission or spread available. The
Adviser may consider (a) provision of research, statistical and other
information to the Fund or to the Adviser, and (b) the occasional sale by a
broker-dealer of Fund shares as factors in the selection of qualified
broker-dealers who effect portfolio transactions for the Fund so long as the
Adviser's ability to obtain the best net results for portfolio transactions
of the Fund is not diminished. Such research services include supplemental
research, securities and economic analyses, and statistical services and
information with respect to the availability of securities or purchaser or
seller of securities. Such research services may also be useful to the
Adviser in connection with its services to other clients. Similarly, research
services provided by brokers serving such other clients may be useful to the
Adviser in connection with its services to the Fund. Although this
information and the occasional sale by a broker-dealer of Fund shares is
useful to the Fund and the Adviser, it is not possible to place a dollar
value on it. It is the opinion of the Board of Trustees and the Adviser that
the review and study of this information and the occasional sale by a
broker-dealer of Fund shares will not reduce the overall cost to the Adviser
of performing its duties to the Fund under the Investment Advisory Agreement.
The Fund is not authorized to pay brokerage commissions which are in excess
of those which another qualified broker would charge solely by reason of
brokerage, research or occasional sales services provided.
For the Fund's fiscal years ended December 31, 1994, 1995, and 1996, the Fund
paid $48,611, 58,714, and $51,025 respectively, in brokerage commissions. Of
this amount approximately 100% was paid to firms which provided either
research, statistical or other information to the Fund or Adviser.
To the extent that the Fund and other clients of the Adviser seek to acquire
the same security at about the same time, the Fund 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 Fund 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 Fund. In the event that more than one client purchases
or sells the same security on a given date, the purchases and sales will be
allocated by the Adviser in a manner that is fair and equitable to all
parties involved.
DISTRIBUTION EXPENSE PLAN
Information contained in the Prospectus under the heading "Distribution
Expense Plan" is incorporated herein by reference.
DESCRIPTION OF SHARES AND TAXES
Information contained in the Prospectus under the heading "Description of
Shares and Taxes" is incorporated herein by reference.
Shareholders have neither any preemptive rights to subscribe for additional
shares nor any cumulative voting rights. In the event of a liquidation,
shareholders of the Fund are entitled to receive the excess of the assets of
the Fund over the liabilities of the Fund in proportion to the shares of the
Fund held by them.
The Fund has qualified and intends to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended.
HOW TO INVEST IN THE FUND
Information contained in the Prospectus under the heading "How to Invest
in the Fund" is incorporated herein by reference.
INITIAL INVESTMENT BY MAIL
Information contained in the Prospectus under the heading "How to Invest in
the Fund - Initial Investments by Mail" is incorporated herein by reference.
INITIAL INVESTMENTS BY WIRE
Information contained in the Prospectus under the heading "How to Invest in
the Fund - Initial Investments by Wire" is incorporated herein by reference.
SUBSEQUENT INVESTMENTS
Information contained in the Prospectus under the heading "How to Invest in
the Fund - Subsequent Investments" is incorporated herein by reference.
EFFECTIVE DATE OF PURCHASE
Information contained in the Prospectus under the heading "How to Invest in
the Fund - Effective Date of Purchase" is incorporated herein by reference.
HOW TO REDEEM YOUR INVESTMENT
Information contained in the Prospectus under the heading "How to Redeem Your
Investment" is incorporated herein by reference.
DETERMINATION OF SHARE PRICE
Information contained in the Prospectus under the heading "Determination of
Share Price" is incorporated herein by reference.
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 December 31, 1996.
<PAGE>
PC&J PERFORMANCE FUND
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Included in Part A:
Financial Highlights for the period April 1, 1987 to
December 31, 1996
Included in Part B:
The financial statements and independent auditors' report for
PC&J Performance Fund required to be included in Part B are
incorporated therein by reference to the Registrant's Annual
Report to Shareholders for the year ended December 31, 1996.
(b) Exhibits
(1) (i) Copy of Registrant's Declaration of Trust, which was filed
as an Exhibit to Registrant's Registration Statement, is
hereby incorporated by reference.
(ii) Copy of Amendment No. 1 to Registrant's Declaration of
Trust, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 12, is hereby incorporated
by reference.
(iii) Copy of Amendment No. 2 to Registrant's Declaration of
Trust which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 13, is hereby incorporated
by reference.
(2) (i) Copy of Registrant's By-Laws, which was filed as an
Exhibit to Registrant's Pre-Effective Amendment No. 1,
is hereby incorporated by reference.
(ii) Copy of Amendment No. 1 to Registrant's By-laws, which
was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 12, is hereby incorporated by reference.
(3) Voting Trust Agreements - None.
(4) Specimen of Share Certificate - None.
(5) (a) (i) Copy of Registrant's Investment Advisory Agreement
with its Adviser, Parker Carlson & Johnson, Inc.,
which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby incorporated
by reference.
(ii) Amendment No. 1 to Registrant's Management Agreement,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 1, is hereby incorporated
by reference.
(b) (i) Copy of Registrant's Management and Transfer Agent
Agreement with PC&J Service Corp., which was filed
as an Exhibit to Registrant's Pre-Effective Amendment
No. 1, is hereby incorporated by reference.
(ii) Amendment No. 1 to Registrant's Management and
Transfer Agent Agreement, which was filed as an
Exhibit to Registrants' Post-Effective Amendment
No. 1, is hereby incorporated by reference.
(iii) Amendment No. 2 to Registrant's Management and
Transfer Agent Agreement, which was filed as an
Exhibit to Registrant's Post-Effective Amendment
No. 12, is hereby incorporated by reference.
(iv) Amendment No. 3 to Registrant's Management and
Transfer Agent Agreement is filed herewith.
(6) Underwriting or Distribution Contracts and Agreements with
Principal Underwriters and Dealers - None.
(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., Cincinnati which was filed as an Exhibit
to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(9) Other Material Contracts - None.
(10) (i) Opinion and Consent of Brown, Cummins & Brown Co., LPA,
which was filed with the Registrant's Form 24F-2 for the
fiscal year ended December 31, 1995, is hereby
incorporated by reference.
(ii) Opinion and Consent of Brown, Cummins & Brown Co., LPA,
is filed herewith.
(11) Consent of Deloitte & Touche LLP 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 No. 1, is
hereby incorporated by reference.
(14) Model Plan used in Establishment of any Retirement Plan - None.
(15) Copy of Registrant's 12b-1 Distribution Expense Plan, which was
filed as an Exhibit to Registrant's Post-Effective Amendment
No. 1, is hereby incorporated by reference.
(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) Power of Attorney for Trustees and Officers of Registrant
are filed herewith.
Item 25. Persons Controlled by or Under Common Control with the Registrant
None.
Item 26. Number of Holders of Securities (as of February 14, 1997)
<TABLE>
<CAPTION>
Title of Class Number of Record Holders
<S> <C>
Shares of beneficial interest 195
</TABLE>
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. The Fund
shall indemnify each of its Trustees and officers (including persons
who serve at the Fund's request as directors, officers or trustees
of another organization in which the Fund 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 Fund 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 ("disabling conduct"). Anything herein
contained to the contrary notwithstanding, no Covered Person shall
be indemnified for any liability to the Fund or its shareholders to
which such Covered Person would otherwise be subject unless (1) a
final decision on the merits is made by a court or other body before
whom the proceeding was brought that the Covered Person to be
indemnified is not liable by reason of disabling conduct or, (2) in
the absence of such a decision, a reasonable determination is made,
based upon a review of the facts, that the Covered Person was not
liable by reason of disabling conduct, by (a) the vote of a majority
of a quorum of Trustees who are neither "interested persons" of the
Fund as defined in the Investment Company Act of 1940 nor parties to
the proceeding ("disinterested, non-party Trustees"), or (b) an
independent legal counsel in a legal opinion.
SECTION 6.5 ADVANCES OF EXPENSES. The Fund shall advance attorneys'
fees or other expenses incurred by a Covered Person in defending a
proceeding, upon the undertaking by or on behalf of the Covered
Person to repay the advance unless it is ultimately determined that
such Covered Person is entitled to indemnification, so long as one
of the following conditions is met: (i) the Covered Person shall
provide security for his undertaking, (ii) the Fund shall be insured
against losses arising by reason of any lawful advances, or (iii) a
majority of a quorum of the disinterested non-party Trustees of the
Fund, or an independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that
the Covered Person ultimately will be found entitled to
indemnification.
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, an
"interested Covered Person" is one against whom the action, suit or
other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or
has been pending or threatened, and a "disinterested" person is a
person against whom none of such actions, suits or other proceedings
or another action, suit or other proceeding on the same or similar
grounds is then or has been pending or threatened. Nothing
contained in this Article VI shall affect any rights to
indemnification to which personnel of the Fund, other than
Trustees and officers, and other persons may be entitled by contract
or otherwise under law, nor the power of the Fund 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 Declaration of Trust 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 Fund 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
None.
Item 29. Principal Underwriters
None.
Item 30. Location of Accounts and Records
Kathleen A. Carlson, 300 Old Post Office, 120 West Third Street,
Dayton,Ohio 45402, has been charged with the responsibility of
maintaining physical possession of each account, book or other
document required to be maintained by Section 31(a) to the
Investment Company Act of 1940 and the rules promulgated thereunder.
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 with a copy of the Registrant's
latest annual report to shareholders, upon request and without
charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it
meets all the requirements for effectiveness of this Post-Effective
Amendment to its Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Cincinnati, and State of Ohio on this
7th day of March, 1997.
PC&J PERFORMANCE FUND
BY: /s/
----------------------------------
JAMES M. JOHNSON, Attorney-In-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed
below by the following persons in the capacities and on the date
indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C> <C>
Leslie O. Parker III President, Trustee )
and Principal )
Executive )
Officer )
)
Kathleen A. Carlson Treasurer, Trustee, )
Principal Financial )
and Accounting )
Officer )
) By: /S/
) --------------------
) James M. Johnson,
James M. Johnson Secretary and ) Attorney-in-Fact
Trustee )
) March 7, 1997
Donald N. Lorenz Trustee )
)
Thomas H. Rodgers Trustee )
<PAGE>
EXHIBIT INDEX
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT
<S> <C>
1. Amendment to Management Agreement .......................... Ex-99.B5
2. Opinion of Brown, Cummins & Brown Co., LPA ................. Ex-99.B10
3. Consent of Deloitte & Touche LLP ........................... Ex-99.B11
4. Power of Attorney for Registrant and Certificate ........... Ex-99.POA1
5. Power of Attorney for Trustees and Officers of Registrant .. Ex-99.POA2
</TABLE>
THIRD AMENDMENT TO
MANAGEMENT AND TRANSFER AGENT AGREEMENT
This Third Amendment to Management and Transfer Agent Agreement is made
as of December 18, 1996 between PC&J Service Corp.(formerly PDC&J
Service Corp.) and PC&J Performance Fund (formerly PDC&J Performance
Fund).
WITNESSETH:
WHEREAS, the parties set forth above entered into a Management and
Transfer Agent Agreement dated December 22, 1983 (the "Management
Agreement"); and
WHEREAS, PDC&J Service Corp. has changed its name to PC&J Service
Corp.; and
WHEREAS, PDC&J Performance Fund has changed its name to PC&J
Performance Fund; and
WHEREAS, the parties desire to amend the Management Agreement in
certain respects.
NOW, THEREFORE, in consideration of the mutual representations,
warranties and agreements contained herein, the parties do hereby agree
as follows:
1. Section 4 of the Agreement is hereby amended to read as follows:
"For all of the services to be rendered and payments made as
provided in this Agreement, the Fund will pay you as of the
last day of each month a fee, accrued daily, equal to the
annual rate of .50% of the daily net asset value of the Fund."
2. In all other respects, the Management Agreement is ratified and
affirmed as originally written.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed as of the day and year first above
written.
ATTEST: PC&J PERFORMANCE FUND
/s/ By: /s/
--------------------------- -------------------------------
James M. Johnson, Secretary Leslie O. Parker III, President
ACCEPTANCE
--------------------
The foregoing Amendment is hereby accepted.
ATTEST: PC&J SERVICE CORP.
/s/ By: /s/
--------------------------- -------------------------------
James M. Johnson, Secretary Leslie O. Parker III, President
BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
441 VINE STREET
J.W. BROWN(1911-1995) CINCINNATI, OHIO 45202
JAMES R. CUMMINS TELEPHONE (513) 381-2121
ROBERT S BROWN TELECOPIER (513) 381-2125 OF COUNSEL
DONALD S. MENDELSOHN GILBERT BETTMAN
LYNNE SKILKEN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
JEFFREY R. TEETERS
JOANN M. STRASSER
March 7, 1997
PC&J Performance Fund
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
Gentlemen:
This letter is in response to your request for our opinion in
connection with the filing of the Post-Effective Amendment No. 15 to
the Registration Statement of PC&J Performance Fund.
We have examined a copy of (a) the Fund's Declaration of Trust
and amendments thereto, (b) the Fund's By-Laws and amendments thereto,
and (c) all such agreements, certificates of public officials,
certificates of officers and representatives of the Fund and others,
and such other documents, papers, statutes and authorities as we deem
necessary to form the basis of the opinion hereinafter expressed. We
have assumed the genuineness of the signatures and the conformity to
original documents or the copies of such documents supplied to us as
original or photostat copies.
Based upon the foregoing, we are of the opinion that the shares
of the Fund, which are registered pursuant to the Amendment, if issued
in accordance with the Prospectus and Statement of Additional
Information of the Fund, will be legally issued, fully paid and non-
assessable.
Post-Effective Amendment No. 15 does not contain any disclosure
which would render it ineligible to become effective pursuant to Rule
485(b).
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to the Post-Effective
Amendment No. 15.
Sincerely yours,
/s/
BROWN, CUMMINS & BROWN CO., L.P.A.
BCB/tms
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 15 to
Registration Statement No. 2-87490 of our report dated
January 31, 1997, relatingto PC&J Performance Fund, incorporated
by reference in the Statement of Additional Information, which is
a part of such Registration Statement.
/s/ Deloitte & Touche LLP
Dayton, Ohio
March 7, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PERFORMANCE FUND, a business trust organized
under the laws of the State of Ohio (hereinafter referred to as
the "Trust"), proposes to file 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. 15 to its Registration Statement; and
NOW, THEREFORE, the Trust hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, and each of them, its
attorneys for it and in its name, place and stead, to execute and
file such Post-Effective Amendment No. 15, 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 5th day of February, 1997.
ATTEST: PC&J PERFORMANCE FUND
/s/ By: /s/
----------------------------- -------------------------------
JAMES M. JOHNSON, Secretary LESLIE O. PARKER III, President
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and
state, personally appeared LESLIE O. PARKER, III, President and
JAMES M. JOHNSON, 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 5th day of February,
1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
<PAGE>
CERTIFICATE
The undersigned, Secretary of PC&J PERFORMANCE FUND, hereby
certifies that the following resolution was duly adopted by a
majority of the Board of Trustees at the meeting held on February
5, 1997, and is in full force and effect:
"WHEREAS, PC&J PERFORMANCE FUND, a business trust
organized under the laws of the State of Ohio
(hereinafter referred to as the "Trust"), proposes
to file 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.
15 to its Registration Statement;
NOW, THEREFORE, the Trust hereby constitutes and
appoints JAMES M. JOHNSON and KATHLEEN A. CARLSON,
and each of them, its attorneys for it and in its
name, place and stead, to execute and file such
Post-Effective Amendment No. 15, 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: February 5, 1997 /s/
----------------------------
JAMES M. JOHNSON, Secretary
PC&J Performance Fund
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PERFORMANCE FUND, a business trust organized under
the laws of the State of Ohio (hereinafter referred to as the "Trust"),
proposes to file 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. 15 to its Registration
Statement; and
WHEREAS, the undersigned is a Trustee and the President and Chief
Executive Officer of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, 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 Post-Effective
Amendment No. 15, 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
5th day of February, 1997.
/s/
---------------------------------------
LESLIE O. PARKER III, Trustee, President
and Chief Executive Officer
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state,
personally appeared LESLIE O. PARKER III, 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 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PERFORMANCE FUND, a business trust organized under
the laws of the State of Ohio (hereinafter referred to as the "Trust"),
proposes to file 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. 15 to its Registration
Statement; and
WHEREAS, the undersigned is a Trustee and the Secretary of the
Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, 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 Post-Effective
Amendment No. 15, 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
5th day of February, 1997.
/s/
---------------------------------------
JAMES M. JOHNSON, Trustee and Secretary
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state,
personally appeared JAMES M. JOHNSON, 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 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PERFORMANCE FUND, a business trust organized under
the laws of the State of Ohio (hereinafter referred to as the "Trust"),
proposes to file 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. 15 to its Registration
Statement; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, 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 Post-Effective
Amendment No. 15, 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
5th day of February, 1997.
/s/
--------------------------
THOMAS H. RODGERS, Trustee
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state,
personally appeared THOMAS H. RODGERS, 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 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PERFORMANCE FUND, a business trust organized under
the laws of the State of Ohio (hereinafter referred to as the "Trust"),
proposes to file 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. 15 to its Registration
Statement; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, 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 Post-Effective
Amendment No. 15, 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
5th day of February, 1997.
/s/
-------------------------
DONALD N. LORENZ, Trustee
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state,
personally appeared DONALD N. LORENZ, 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 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PERFORMANCE FUND, a business trust organized under
the laws of the State of Ohio (hereinafter referred to as the "Trust"),
proposes to file 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. 15 to its Registration
Statement; and
WHEREAS, the undersigned is a Trustee and the Treasurer and
Principal Financial and Accounting Officer of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, and each of them, her
attorneys for her and in her name, place and stead, and in her office
and capacity in the Trust, to execute and file such Post-Effective
Amendment No. 15, 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 she 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
5th day of February, 1997.
/s/
---------------------------------
KATHLEEN A. CARLSON, Trustee, Treasurer and
Principal Financial and Accounting Officer
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state,
personally appeared KATHLEEN A. CARLSON, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that she executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
