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. 18 /X/
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 19 /X/
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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:
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/X/ on (April 24, 1999) pursuant to paragraph (b)
/_/ 60 days after filing pursuant to paragraph (a)(1)
/_/ 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.
<PAGE>
PROSPECTUS
April , 1999
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 is long-term growth of
capital through investment in common stocks.
IMPORTANT FEATURES
Investment for Capital Growth
No Sales Commissions or Withdrawal Charges
Professional Management
Diversification
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.
<PAGE>
TABLE OF CONTENTS
Page
RISK/RETURN SUMMARY OF THE FUND .............................. 3
FEE TABLE .................................................... 5
FINANCIAL HIGHLIGHTS ......................................... 6
ORGANIZATION AND OPERATION OF THE FUND ....................... 7
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
NEW ACCOUNT APPLICATION ...................................... 11
<PAGE>
RISK/RETURN SUMMARY OF THE FUND
The PC&J Performance Fund is designed for long-term investors who seek growth
of capital and who can tolerate the greater risks associated with common stock
investments.
1. WHAT IS THE INVESTMENT OBJECTIVE OF THE FUND? The Fund seeks long-term
growth of capital through investment in common stocks. Current income is of
secondary importance.
2. WHAT IS THE MAIN INVESTMENT STRATEGY OF THE FUND? The portfolio manager
maintains a diversified portfolio of common stocks. Each stock is selected
on the basis of potential growth in earnings and cash flow that will enable
the stock to appreciate in value over time. As a diversified company, at
least 75% of the Fund's assets must be invested in the following:
. securities whereby no single stock exceeds 5% of the value of the
total assets of the fund and the Fund does not own greater than 10%
of the outstanding voting securities of the particular company;
. cash and cash equivalents;
. government securities;
. securities of other investment companies.
3. WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND? The biggest risk is that
the Fund's returns may vary, and you could lose money. If you are
considering investing in the Fund, remember that it is designed for long-
term investors who can accept the risks of investing in a portfolio with
significant common stock holdings. Common stocks tend to be more volatile
than other investment choices. The stock price of a particular company might
decrease in value in response to the company's activities and financial
prospects or in response to general market and economic conditions. The
value of the Fund's portfolio may decrease if the value of an individual
company in the portfolio decreases. The value of the Fund's portfolio could
also decrease if the stock market goes down. If the value of the Fund's
portfolio decreases, the Fund's net asset value (NAV) will also decrease,
which means if you sell your shares in the Fund you would get back less
money.
A particular identifiable risk for any stock in the portfolio is Year 2000
readiness. The portfolio manager carefully researches each potential
investment before making an investment decision and, among other things,
considers Year 2000 readiness when selecting portfolio holdings. However,
there is no guarantee that the information the portfolio manager receives
regarding a company's Year 2000 readiness is completely accurate. If a
company has not satisfactorily addressed Year 2000 issues, the Fund's
performance could suffer.
The following information illustrates how the Fund's performance has varied
over time. The bar chart depicts the change in performance from year-to-year
during the period indicated. The tables compare the Fund's average annual
returns for the periods indicated to a broad-based securities market index.
Of course, past performance cannot predict or guarantee future results.
THE PC&J PERFORMANCE FUND
A BAR CHART showing Annual Total Returns for the Fund from 1989 through 1998:
<TABLE>
<CAPTION>
Performance
Fund
<S> <C>
1989 33.4%
1990 -5.9%
1991 30.5%
1992 8.0%
1993 14.3%
1994 0.8%
1995 22.7%
1996 19.8%
1997 35.6%
1998 31.8%
</TABLE>
A bar of proportionate size represents each percentage with the actual total
return printed above the bar.
Best Quarter 31.2% for the quarter ended 12/31/98
Worst Quarter -14.6% for the quarter ended 9/30/90
<TABLE>
<CAPTION>
Average annual total return
for periods ended 12/31/98
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
The Fund 31.8% 21.5% 18.3%
S&P 500 Index<F1> 28.6% 24.1% 19.2%
<FN>
<F1> The S&P 500 is the Standard & Poor's Composite Index of 500 Stocks, a widely
recognized, unmanaged index of common stock prices.
</FN>
<PAGE> FEE TABLE
This table describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment)
</TABLE>
<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>
The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. Actual expenses
may be greater or less than those shown.
<TABLE>
<CAPTION>
Example 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
You would pay the
following expenses on
a $10,000 investment,
assuming (1) 5% annual
return and (2) redemption
at the end of each time
period: $154 $485 $850 $1,934
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS
The information contained in the table below is for the years ended December 3
1998, 1997, 1996, 1995, and 1994. Such information has been derived from data
contained in financial statements audited by Deloitte & Touche, LLP, independe
auditors. Such information should be read in conjunction with the financial
statements incorporated by reference 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.
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<TABLE>
<CAPTION>
Selected Data for Each Share For The Years Ended December
of Capital Stock Outstanding
Throughout the Year 1998 1997 1996 1995 1994
-------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE-BEGINNING OF YEAR $27.01 $21.11 $19.18 $17.68 $18.13
------- ------- ------- ------- -------
Income from investment operations:
Net investment income <loss> (0.11) (0.03) 0.06 0.03 0.06
Net realized and unrealized
gain on securities 8.69 7.54 3.73 3.99 0.08
------- ------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS 8.58 7.51 3.79 4.02 0.14
------- ------- ------- ------- -------
Less dividends:
From net investment income (0.00) (0.00) (0.06) (0.03) (0.06)
From net realized gain
on investments (1.36) (1.61) (1.80) (2.49) (0.53)
------- ------- ------- ------- -------
TOTAL DIVIDENDS (1.36) (1.61) (1.86) (2.52) (0.59)
------- ------- ------- ------- -------
NET ASSET VALUE-END OF YEAR $34.23 $27.01 $21.11 $19.18 $17.68
======= ======= ======= ======= =======
TOTAL RETURN 31.77% 35.58% 19.80% 22.74% 0.77%
RATIOS TO AVERAGE NET ASSETS
Expenses 1.50% 1.50% 1.50% 1.50% 1.50%
Net investment income (0.38%) (0.12%) 0.30% 0.13% 0.35%
Portfolio turnover rate 25.60% 22.44% 64.31% 76.71% 68.56%
Net assets at end of year (000's) $48,832 $37,453 $28,638 $23,949 $19,753
</TABLE>
<PAGE>
ORGANIZATION AND OPERATION OF THE FUND
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.
Performance information for the Fund is contained in the Fund's annual report,
which will be made available upon request and without charge.
The investment objective of the Fund may be changed without the affirmative
vote of a majority of the outstanding voting securities of the Fund.
TEMPORARY DEFENSIVE PURPOSES
The Fund may invest all or a portion of its assets for temporary defensive
purposes in U.S. Treasury bills or other cash equivalents and in interest
bearing checking accounts, including those of the Custodian. Under normal
circumstances, such short-term investments are expected to represent only a
nominal portion of the Fund's total assets. To the extent that the Fund takes
such temporary defensive measures, there can be no assurance that the Fund's
investment objective will be obtained.
DISTRIBUTION EXPENSE PLAN
The Fund has adopted a plan under rule 12b-1 that permits the Trustees to
authorize the Fund to pay distribution expenses for the sale and distribution
of its shares. Currently, the Trustees have not authorized the Fund to pay
any distribution-related expenses.
DESCRIPTION OF SHARES AND TAXES
Ownership records of shares are maintained by the Fund's transfer agent, PC&J
Service Corp. (an affiliated company of the Adviser), which confirms purchase
and sale of shares and dividend and capital gain distributions. Certificates
representing shares will not be issued.
The Fund will distribute to its shareholders an annual dividend that will
consist of the Fund's net income and net realized capital gains. The dividend
will be paid only in additional shares and not in cash. For federal income
tax purposes, the portion of the dividend that consists of net income and net
short-term capital gains is taxable to shareholders as ordinary income. The
portion of the dividend that consists of net long-term capital gains is
taxable to shareholders at long-term capital gain rates. It is important for
shareholders to remember that the tax consequences described in this section
apply to dividends even though they are paid in additional shares and not in
cash.
The Fund will mail a Form 1099 annually to shareholders which will include the
total dividend paid, the amount of the dividend subject to federal income
taxes as ordinary income and the amount of the dividend subject to long-term
capital gain tax rates. Dividend distributions may be subject to state and
local taxes. Shareholders are urged to consult their own tax advisers
regarding specific questions about federal, state or local taxes they may be
required to pay on their dividends.
Shareholders should direct all inquiries concerning the purchase or sale of
shares to the Fund. All other questions should be directed to Service Corp. at
120 W. Third St., Suite 300, Dayton, Ohio 45402 or by telephoning Service
Corp. at 937-223-0600.
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 10), to the Custodian at the following address:
PC&J - Lockbox Account
Location 0614
Cincinnati, Ohio 45264-0614
The Fund confirms with the Custodian, on a daily basis by telephone, that the
Custodian has received the properly completed new account application and the
accompanying check.
INITIAL INVESTMENTS BY WIRE
You may purchase shares of the Fund by wire, in at least the minimum amount,
by:
. first completing and signing the new account application;
. telephoning (937-223-0600) the information contained in the new
account application to the Fund;
. mailing the completed and signed new account application to the
Custodian at the address set forth in the preceding paragraph;
. instructing your bank to wire Federal Funds to the Custodian. (Your
bank may charge you a fee for sending such a wire.)
EFFECTIVE DATE OF PURCHASE
Your initial purchase of the Fund's shares will be effective on the date that
the Fund confirms with the Custodian that the Custodian has received the
properly completed new account application and the accompanying check or wire
transfer. The Fund's transfer agent, Service Corp., will mail you confirmation
of your initial investment.
SUBSEQUENT INVESTMENTS
You may purchase additional shares of the Fund by:
. first providing the Fund, by mail or by telephone, the necessary
information concerning the name of your account and account number;
. subsequently making the necessary payment, either by check or wire
transfer, to the Custodian.
Your purchase of additional shares of the Fund will be effective on the date
that the Fund confirms with the Custodian that the Custodian has received the
check or wire transfer. Service Corp. will mail you a confirmation of each
subsequent investment.
HOW TO REDEEM YOUR INVESTMENT
You may sell shares of the Fund without charge at the net asset value next
determined after the Fund receives your properly completed written request for
redemption. The Fund will pay you for the shares you sell within 7 days of
receiving your redemption request. However, the Fund will pay for redemptions
of shares originally purchased by check 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 the
Fund has received the properly completed new account application with respect
to such shares.
You may sell shares of the Fund 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 the
Fund or to close the Fund.
The Fund may suspend the right of redemption or may delay payment as follows:
. during any period the New York Stock Exchange is closed other than
for customary weekend and holiday closings;
. 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;
. 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 4:00 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 basis:
. 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;
. 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;
. securities and other assets for which market quotations are not
readily available are valued at fair value as determined in good
faith 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.
<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
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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)
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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).
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4. SIGNATURES
I have received and reviewed a copy of the Fund's Prospectus dated April
, 1999 and understand that (a) certificates with respect to shares of
the Fund will not be issued, and (b) dividends and capital gain
distributions will be 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)
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<PAGE>
FOR MORE INFORMATION
Shareholder inquiries regarding the Fund can be made to:
PC&J Performance Fund
120 West Third St.
Suite 300
Dayton, Ohio 45402
Telephone: 937-223-0600
Several additional sources of information are available to you. The Fund's
STATEMENT OF ADDITIONAL INFORMATION (SAI), incorporated by reference into this
prospectus, contains detailed information on Fund policies and operation.
Shareholder reports contain management's discussion of market conditions,
investment strategies and performance results as of the Fund's latest semi-
annual or annual fiscal year end.
Call the Fund at 937-223-0600 to request free copies of the SAI and the Fund's
annual and semi-annual reports or to request other information about the Fund.
You may also obtain information about the Fund (including the SAI and other
reports) from the Securities and Exchange Commission on their Internet site at
http://www.sec.gov or at their Public Reference Room in Washington, D.C. Call
the SEC at 800-SEC-0330 for room hours and operation. You may also obtain
Fund information by sending a written request and duplicating fee the Public
Reference Section of the SEC, Washington, D.C. 20549-6609.
Investment Company Act # 2-87490
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
APRIL , 1999
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 April , 1999 (the
"Prospectus"). This Statement of Additional Information incorporates by
reference the Trust's Annual Report to Shareholders for the fiscal year ended
December 31, 1998. The Prospectus and Annual Report are 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.
<PAGE>
TABLE OF CONTENTS
PAGE
INVESTMENT OBJECTIVE AND POLICIES ..............................1
Fundamental ...............................................1
Non-Fundamental ...........................................2
State Restrictions ........................................3
ORGANIZATION AND OPERATION OF THE FUND .........................3
Principal Holders of Equity Securities ....................5
Investment Adviser ........................................6
Manager and Transfer Agent ................................6
Custodian .................................................7
Auditors ..................................................7
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION ................7
DESCRIPTION OF SHARES AND TAXES ................................8
FINANCIAL STATEMENTS ...........................................9
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
FUNDAMENTAL
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 the
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, the Fund will not 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 by said 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 the 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.
6. SECURITIES AFFILIATED WITH TRUSTEES. The Fund will not invest in
securities of a company that is affiliated with a Trustee by reason of
employment or by representation of the Trustee on the company's Board of
Directors.
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 of
any 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.
ORGANIZATION AND OPERATION OF THE FUND
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.
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. The Board of Trustees, among
other things, is empowered by the Fund's Declaration of Trust to elect
officers of the Fund and contract with and provide for the compensation of
agents, consultants and other professionals to assist and advise in such
management.
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND DURING PAST FIVE YEARS
<S> <C> <C>
*Leslie O. Parker III <F1> President and Since September 1982,
300 Old Post Office Trustee President of Adviser
120 West Third Street
Dayton, Ohio 45402
Age:59
*Kathleen A. Carlson, CFA <F1> Treasurer and Since September 1982,
300 Old Post Office Trustee Treasurer of Adviser
120 West Third Street
Dayton, Ohio 45402
Age:43
*James M. Johnson, CFA <F1> Secretary and Since September 1982,
300 Old Post Office Trustee Secretary of Adviser
120 West Third Street
Dayton, Ohio 45402
Age:46
Donald N. Lorenz Trustee Retired since December 1998;
210 B Mariners Point from December 1980 to
73 Skull Creek Drive December 1998, Vice
Hilton Head Island, S.C. 29926 President-Finance and
Age:64 Treasurer, Price Brothers
Company (concrete pipe
products)
Thomas H. Rodgers Trustee Since July 1986, Vice
World Headquarters Blvd. President-General Counsel
Troy, Ohio 45373 and Secretary, Premark
Age:54 International, Inc. Food
Equipment Group
<FN>
<F1> 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.
</FN>
Each of the foregoing Trustees also is a Trustee of PC&J Preservation Fund.
As of February 12, 1999, all Trustees and officers of the Fund as a group
owned 1.65% of the outstanding shares of the Fund.
The compensation paid to the Trustees of the Fund for the year ended December
31, 1998 is set forth in the following table:
</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
NAME 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 $450 $0 $0 $900
Thomas H. Rodgers $450 $0 $0 $900
</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). See 'Manager and Transfer Agent.'
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 January 31, 1999:
NONE.
INVESTMENT ADVISER
For the Fund's fiscal years ended December 31, 1996, 1997, 1998 the Adviser
was paid $259,438, $325,779, and $413,642 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
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."). 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.
For the Fund's fiscal years ended December 31, 1996, 1997, and 1998 Service
Corp. was paid $129,719, $162,890, and $206,821 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
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.
AUDITORS
The Fund has selected the firm of Deloitte & Touche, LLP as the independent
auditors for the Fund. 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, 1996, 1997, and 1998 the Fund
paid $51,025, $29,608, and $50,633 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.
DESCRIPTION OF SHARES AND TAXES
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.
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.
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 net realized capital gains.
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, 1998.
<PAGE>
PC&J PERFORMANCE FUND
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
(a) Articles of Incorporation
(i) Copy of Registrant's Declaration of Trust, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 16, 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. 16, 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. 16, is hereby incorporated by reference.
(b) By-Laws
(i) Copy of Registrant's By-Laws, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 16, 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.
16, is hereby incorporated by reference.
(c) Instruments Defining Rights of Security Holders - None other
than in the Declaration of Trust, as amended, and By-Laws, as
amended, of the Registrant.
(d) Investment Advisory Contracts
(i) Copy of Registrant's Investment Advisory Agreement with its
Adviser, Parker Carlson & Johnson, Inc., which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 16, is
hereby incorporated by reference.
(ii) Amendment No. 1 to Registrant's Investment Advisory
Agreement, which was filed as an Exhibit to Registrant's Post-
Effective Amendment No. 16, is hereby incorporated by reference.
(iii) Copy of Registrant's Management and Transfer Agent
Agreement with PC&J Service Corp., which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 16, is hereby
incorporated by reference.
(iv) Amendment No. 1 to Registrant's Management and Transfer
Agent Agreement, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 16, is hereby incorporated by
reference.
(v) Amendment No. 2 to Registrant's Management and Transfer
Agent Agreement, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 16, is hereby incorporated by
reference.
(vi) Amendment No. 3 to Registrant's Management and Transfer
Agent Agreement, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 16, is hereby incorporated by
reference.
(e) Underwriting Contracts - None.
(f) Bonus or Profit Sharing Contracts - None.
(g) Custodian Agreements. Copy of Registrant's Agreement with the
Custodian, Firstar Bank, formerly Star Bank, N.A., Cincinnati, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 16, is
hereby incorporated by reference.
(h) Other Material Contracts - None.
(i) Legal Opinion.
(i) Opinion of Brown, Cummins & Brown Co., LPA is filed herewith.
(ii) Consent of Brown, Cummins & Brown Co., LPA is filed herewith.
(j) Other Opinions. Consent of Deloitte & Touche, LLP is filed
herewith.
(k) Omitted Financial Statements - None.
(l) Initial Capital Agreements. Copy of Letter of Initial
Stockholder, which was filed as an Exhibit to Registrant's Post-
Effective Amendment No. 16, is hereby incorporated by reference.
(m) Rule 12b-1 Plan. Copy of Registrant's 12b-1 Distribution
Expense Plan, which was filed as an Exhibit to Registrant's Post-
Effective Amendment No. 16, is hereby incorporated by reference.
(n) Financial Data Schedule - None.
(o) Rule 18f-3 Plan - None.
(p) Power of Attorney.
(i) Power of Attorney for Registrant and Certificate with respect
thereto, which were filed as an Exhibit to Registrant's Post-Effective
Amendment No. 16, are hereby incorporated by reference.
(ii) Power of Attorney for Trustees and Officers of Registrant,
which were filed as an Exhibit to Registrant's Post-Effective
Amendment No. 16, are hereby incorporated by reference.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
REGISTRANT
None.
ITEM 25. 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 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
None.
ITEM 27. PRINCIPAL UNDERWRITERS
None.
ITEM 28. 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 29. MANAGEMENT SERVICES NOT DISCUSSED IN PARTS A OR B
None.
ITEM 30. UNDERTAKINGS
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that
it meets all of the requirements for effectiveness of this 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 Dayton, and
State of Ohio on this 23th day of April, 1999.
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:
SIGNATURE CAPACITY
Leslie 0. 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 )
) April 23, 1999
Donald N. Lorenz Trustee )
)
Thomas H. Rodgers Trustee )
<PAGE>
EXHIBIT INDEX
EXHIBIT
Consent of Deloitte & Touche, LLP............................ Ex-99.B11
Consent of Brown, Cummins & Brown Co., LPA................... Ex-99.B10
EX-99.B10
April 23, 1999
PC&J Performance Fund
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
Gentlemen:
A legal opinion that we prepared was filed with Post-Effective
Amendment No. 16 to your Registration Statement (the "Legal Opinion").
We hereby give you our consent to incorporate by reference the Legal
Opinion into Post-Effective Amendment No. 18 to your Registration
Statement (the "Amendment"), and consent to all references to us in the
Amendment.
Very truly yours,
Brown, Cummins & Brown Co., L.P.A.
BCB/jlm
Ex-99.B11
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 18 to
Registration Statement No. 2-87490 under the Securities Act of
1993, of our report dated January 22, 1999, relating to PC&J
Performance Fund, incorporated by reference in the Statement of
Additional Information, which is a part of such Registration
Statement, and to the references to us under the headings
"Financial Highlights' and "Auditors" in such Registration
Statement.
/s/ Deloitte & Touche, LLP
Dayton, Ohio
April 22, 1999
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE FUND'S FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR THE
TWELVE MONTHS ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000731759
<NAME> PC&J PERFORMANCE FUND
<SERIES>
<NUMBER> 01
<NAME> PC&J PERFORMANCE FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 23,611,438
<INVESTMENTS-AT-VALUE> 48,862,472
<RECEIVABLES> 28,306
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 48,890,778
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 59,204
<TOTAL-LIABILITIES> 59,204
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,580,540
<SHARES-COMMON-STOCK> 1,426,503
<SHARES-COMMON-PRIOR> 1,386,528
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 25,251,034
<NET-ASSETS> 48,831,574
<DIVIDEND-INCOME> 338,999
<INTEREST-INCOME> 125,990
<OTHER-INCOME> 0
<EXPENSES-NET> 620,463
<NET-INVESTMENT-INCOME> (155,474)
<REALIZED-GAINS-CURRENT> 1,859,470
<APPREC-INCREASE-CURRENT> 10,277,549
<NET-CHANGE-FROM-OPS> 11,981,545
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 1,859,470
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 128,041
<NUMBER-OF-SHARES-REDEEMED> 142,386
<SHARES-REINVESTED> 54,320
<NET-CHANGE-IN-ASSETS> 11,379,032
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 413,642
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 620,463
<AVERAGE-NET-ASSETS> 41,351,815
<PER-SHARE-NAV-BEGIN> 27.01
<PER-SHARE-NII> (0.11)
<PER-SHARE-GAIN-APPREC> 8.69
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 1.36
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 34.23
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
