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. 19 /X/
------------
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 20 /X/
PC&J PERFORMANCE FUND - File Nos. 2-87490 and 811-3906
- ------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
300 Old Post Office, 120 West Third Street, Dayton, Ohio 45402
- ------------------------------------------------------------------------------
(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
- ------------------------------------------------------------------------------
(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 27, 2000) 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 27, 2000
PC&J PERFORMANCE FUND
A No-Load Fund
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
www.pcjinvest.com
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
INVESTMENT ADVISER...........................................................7
DISTRIBUTION EXPENSE PLAN....................................................7
DESCRIPTION OF SHARES AND TAXES..............................................8
HOW TO INVEST IN THE FUND....................................................8
HOW TO REDEEM YOUR INVESTMENT................................................10
DETERMINATION OF SHARE PRICE.................................................11
FOR MORE INFORMATION.........................................................12
<PAGE>
RISK/RETURN SUMMARY OF THE FUND
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.
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 Fund may focus its investments in a particular sector, such as
technology stocks. Technology companies can be significantly affected by
falling prices and profits, and intense competition. In addition, the rate
of technology change is generally higher than other companies, often
requiring extensive and sustained investment in research and development,
and exposing such companies to the risk of rapid product obsolescence. The
price of many technology stocks has risen based on projections of future
earnings and company growth. If a company does not perform as expected, the
price of the stock could decline significantly. Many technology companies
are currently operating at a loss and may never be profitable.
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.
4. WHO IS THE FUND DESIGNED FOR? 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.
<PAGE>
The following information illustrates how the Fund's performance has varied over
time and provides an indication of the risks of investing in the Fund. 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 1990 through 1999:
Performance
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%
1999 17.0%
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
Average annual total return
for periods ended 12/31/99
1 YEAR 5 YEARS 10 YEARS
The Fund 17.0% 25.2% 16.7%
S&P 500 Index* 21.0% 28.5% 18.2%
* The S&P 500 is the Standard & Poor's Composite Index of 500 Stocks, a widely
recognized, unmanaged index of common stock prices.
<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)
- ----------------------------------------------------------
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%
Annual Fund Operating Expenses
- ------------------------------
(as a percentage of average net assets)
Management Fees 1.00%
Distribution (12b-1) Fees 0%
Other Expenses 0.50%
-----
Total Fund Operating Expenses 1.50%
=====
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.
Example 1 Year 3 Years 5 Years 10 Years
- ------- ------ ------- ------- --------
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
<PAGE>
FINANCIAL HIGHLIGHTS
The information contained in the table below is for the years ended December 31,
1999, 1998, 1997, 1996, and 1995. 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 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.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Selected Data for Each Share of Capital For The Years Ended December 31,
Stock Outstanding Throughout the Year 1999 1998 1997 1996 1995
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value-beginning of year $34.23 $27.01 $21.11 $19.18 $17.68
------------- -------------- ------------- -------------- -------------
Income from investment operations:
Net investment income (loss) (0.18) (0.11) (0.03) 0.06 0.03
Net realized and unrealized
gain on securities 6.01 8.69 7.54 3.73 3.99
------------- -------------- ------------- -------------- -------------
Total from investment operations 5.83 8.58 7.51 3.79 4.02
------------- -------------- ------------- -------------- -------------
Less dividends:
From net investment income (0.00) (0.00) (0.00) (0.06) (0.03)
From net realized gain
on investments (0.65) (1.36) (1.61) (1.80) (2.49)
------------- -------------- ------------- -------------- -------------
Total dividends (0.65) (1.36) (1.61) (1.86) (2.52)
------------- -------------- ------------- -------------- -------------
Net asset value-end of year $39.41 $34.23 $27.01 $21.11 $19.18
============= ============== ============= ============== =============
Total return 17.03% 31.77% 35.58% 19.80% 22.74%
Ratios to average net assets
Expenses 1.50% 1.50% 1.50% 1.50% 1.50%
Net investment income (0.52%) (0.38%) (0.12%) 0.30% 0.13%
Portfolio turnover rate 23.72% 25.60% 22.44% 64.31% 76.71%
Net assets at end of year (000's) $63,003 $48,832 $37,453 $28,638 $23,949
</TABLE>
<PAGE>
INVESTMENT ADVISER
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.
The Adviser is also the investment adviser to the 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 James M. Johnson and Kathleen 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.
Portfolio Manager
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.
Temporary Defensive Strategy
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.
Distributions you receive from the Fund's net long-term capital gains in excess
of its net short-term capital losses (also called "net capital gains") are
generally taxable to you at the long-term capital gains rate. This is generally
true no matter how long you have owned your shares and whether you reinvest your
distributions or take them in cash. You may also have to pay taxes when you
exchange or sell shares if the value of your shares has increased above their
cost basis since you bought them. Any loss recognized on the sale of a share
held for less than six months is treated as long-term capital loss to the extent
of any net capital gain distributions made with respect to such share.
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 888-223-0600.
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 Mutual Funds" (Please indicate
you wish to invest in the PC&J Performance Fund) and a completed and signed new
account application, which accompanies this Prospectus, to PC&J Service Corp at
the following address:
PC&J Mutual Funds
c/o PC&J Service Corp.
120 West Third Street, Suite 300
Dayton, Ohio 45402-1819
The Fund confirms with the Custodian, on a daily basis by telephone, that the
Custodian has received the 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 (888-223-0600) the information contained in the new account
application to the Fund;
- mailing the completed and signed new account application to PC&J Service
Corp. 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 receives the properly completed new account application and either the
accompanying check or confirmation from the Custodian that the Custodian has
received the wire transfer. The Fund's transfer agent, Service Corp., will mail
you a 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 (to PC&J
Service Corp.) or wire transfer, (to the Custodian).
Your purchase of additional shares of the Fund will be effective on the
date that the check or wire transfer is received. Service Corp. will mail you a
confirmation of each subsequent investment.
Other Purchase Information
The Fund has authorized certain broker-dealers and other financial institutions
(including their designated intermediaries) to accept on their behalf purchase
and sell orders. If you purchase or sell shares through a broker-dealer or other
financial institution, you may be charged a fee by that institution. The Fund is
deemed to have received an order when the authorized person or designee accepts
the order, and the order is processed at the net asset value next calculated
thereafter. It is the responsibility of the broker-dealer or other financial
institution to transmit orders promptly to the Funds' transfer agent.
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>
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: 888-223-0600
Several additional sources of information are available to you. The Fund's
Statement of Additional Information (SAI), incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations. Annual
and semi-annual 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 888-223-0600 to request copies of the SAI and the Fund's annual
and semi-annual reports, to request other information about the Fund and to make
shareholder inquiries.
You may review and copy information about the Fund (including SAI and other
reports) at the Securities and Exchange Commission (SEC) Public Reference Room
in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours and operation.
You may also obtain reports and other information about the Fund on the EDGAR
Database on the SEC's Internet site at http://www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: [email protected], or by writing the
SEC's Public Reference Section of the SEC, Washington, D.C. 20549-0102.
Investment Company Act # 811-03906
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
April 27, 2000
PC&J PERFORMANCE FUND
A No-Load Fund
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
www.pcjinvest.com
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus of the Fund dated April 27, 2000 (the
"Prospectus"). This Statement of Additional Information incorporates by
reference the Trust's Annual Report to Shareholders for the fiscal year ended
December 31, 1999. The Prospectus and Annual Report are available upon request
and without charge by calling the Fund at 888-223-0600. This Statement of
Additional Information is incorporated by reference in its entirety into the
Prospectus.
TABLE OF CONTENTS
Page
INVESTMENT OBJECTIVE AND POLICIES............................................2
Fundamental.........................................................2
Non-Fundamental.....................................................3
Equity Securities...................................................4
State Restrictions..................................................5
PERFORMANCE INFORMATION......................................................5
ORGANIZATION AND OPERATION OF THE FUND.......................................6
Principal Holders of Equity Securities..............................8
Investment Adviser..................................................8
Manager and Transfer Agent..........................................8
Custodian...........................................................9
Auditors............................................................9
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION..............................9
DESCRIPTION OF SHARES AND TAXES.............................................11
FINANCIAL STATEMENTS........................................................11
<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.
Equity Securities
In addition to common stock, the Fund may invest in various index products such
as S&P Depositary Receipts ("SPDRs"), DIAMONDS and other exchange traded funds.
SPDRs are exchange-traded shares that represent ownership in the SPDR Trust, an
investment company which was established to own the stocks included in the S&P
500 Index. The price and dividend yield of SPDRs track the movement of the S&P
500 Index relatively closely. DIAMONDS are similar to SPDRs, but own the
securities consisting of all of the stocks of the Dow Jones Industrial Average.
Index products also include S&P MidCap 400 Depositary Receipts and Nasdaq-100
Shares. These products invest in smaller capitalization companies and are
subject to the risks associated with smaller companies. [World Equity Benchmark
Shares ("WEBS") represent a broad portfolio of publicly traded stocks in a
selected country. These countries include both developed and less developed or
emerging markets. Each WEBS Index Series seeks to generate investment results
that generally correspond to the market yield performance of a given Morgan
Stanley Capital International ("MSCI") index. MSCI Indices are leading country
index benchmarks, widely used by U.S. investors for their international
investments. When the Fund invests in WEBS, it will be subject to the risks of
foreign investments.] The Fund will indirectly bear its proportionate share of
any fees and expenses paid by the index products in which it invests in addition
to the fees and expenses payable directly by the Fund. Therefore, the Fund will
incur higher expenses, many of which may be duplicative. Overall stock market
risks may affect the value of index products. For example, if the general level
of stock prices falls, so will the value of the SPDR because it represents an
interest in a broadly diversified stock portfolio.
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.
Other Information
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.
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.
PERFORMANCE INFORMATION
From time to time, in advertisements, sales literature and information furnished
to present or prospective shareholders, the performance of the Fund may be
compared to indices of broad groups of unmanaged securities considered to be
representative of or similar to the portfolio holdings of the Fund or considered
to be representative of the stock market in general. For example, the Fund's
performance may be compared to that of the Standard & Poor's 500 Stock Index,
the Lehman Composite and the Dow Jones Industrial Average. The investment
performance figures for the Fund and the indices will include reinvestment of
dividends and capital gains distributions.
The Fund may include in advertisements data comparing performance with other
mutual funds as reported in non-related investment media, published editorial
comments and performance rankings compiled by independent organizations and
publications that monitor the performance of mutual funds (such as Lipper
Analytical Services, Inc., Morningstar, Inc., Money, Investor's Business Daily,
Barron's, Fortune or Business Week). Performance information may be quoted
numerically or may be presented in a table, graph or other illustration. The
Fund may also list its portfolio holdings in advertisements. The Fund's annual
report contains additional performance information that will be made available
upon request and without charge.
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. 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.
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 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:60
*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:44
*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:47
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:65 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:55 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>
</TABLE>
Each of the foregoing Trustees also is a Trustee of PC&J Preservation Fund.
As of March 31, 2000, all Trustees and officers of the Fund as a group owned
1.68% of the outstanding shares of the Fund.
The compensation paid to the Trustees of the Fund for the year ended December
31, 1999 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
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 March 31, 2000:
NONE.
Investment Adviser
For the Fund's fiscal years ended December 31, 1997, 1998, 1999 the Adviser was
paid $325,779, $413,642, and $560,016 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, 1997, 1998, and 1999 Service
Corp. was paid $162,890, $206,821, and $280,009 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 Firstar Bank, N.A., (formerly 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 advise the Fund as to accounting matters.
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, 1997, 1998, and 1999 the Fund
paid $29,608, $50,633, and $42,400 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.
The Trust and the Adviser have each adopted a Code of Ethics under Rule 17j-1 of
the Investment Company Act of 1940. The Code significantly restricts the
personal investing activities of all employees of the Adviser. The Code requires
that employees of the Adviser preclear any personal securities investment. The
preclearance requirement and associated procedures are designed to identify any
substantive prohibition or limitation applicable to the proposed investment. In
addition, employees may not purchase or sell any security on a day during which
the Fund has an open order in the same security until that order is executed or
withdrawn. The substantive restrictions also include a ban on acquiring any
securities in an initial public offering if the security is to be acquired by
the Fund. The restrictions and prohibitions apply to employees of the Adviser
who participate in or obtain information regarding the purchases and sales of
the Fund, with limited exceptions for some securities U.S. government securities
and mutual funds.
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, 1999.
<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 herewithwhich was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 15, is
hereby incorporated by reference.
(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.
(n) Rule 18f-3 Plan - None.
(o) Reserved.
(p) Code of Ethics.
(i) Registrant's Code of Ethics is filed herewith.
(ii) Advisor's Code of Ethics is filed herewith.
(q) 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) Powers 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
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 27th day of April, 2000.
PC&J PERFORMANCE FUND
By: /s/ James M. Johnson
----------------------------------
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,
James M. Johnson Secretary and ) Attorney-in-Fact
Trustee )
) April 27, 2000
Donald N. Lorenz Trustee )
)
Thomas H. Rodgers Trustee )
<PAGE>
EXHIBIT INDEX
EXHIBIT
Consent of Brown, Cummins & Brown Co., LPA Ex-99.23.0
Consent of Deloitte & Touche LLP Ex-99.23.1
Trust's Code of Ethics Ex-99.23.p.1
Advisor's Code of Ethics Ex-99.23.p.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 19 to Registration
Statement on Form N-1A under the Securities Act of 1933, No. 2-95285 of PC&J
Performance Fund, of our report dated January 21, 2000 incorporated by reference
in the Statement of Additional Information, which is part of such Registration
Statement, and to the references to us under the headings "Financial Highlights"
and "Auditors" in such Registration Statement.
DELOITTE & TOUCHE LLP
Dayton, Ohio
April 25, 2000
Adopted 2/9/95
Amended 12/1/98
Amended 2/9/00
CODE OF ETHICS
PC&J PERFORMANCE FUND
PC&J PRESERVATION FUND
Section A: Definitions
1. "Access person" means any trustee, officer or advisory person, as
defined below, of the Trust
2. "Act" means the Investment Company Act of 1940, as amended.
3. "Adviser" means Parker Carlson & Johnson, Inc.
4. "Advisory person" means
a. Any employee of the Trust who, in connection with his or her regular
functions or duties, makes, participates in, or obtains information
regarding a purchase or sale of a security by any Fund, or
b. Any employee of the Trust whose functions relate to the making of any
recommendations with respect to the purchase or sale of a security by
any Fund, or
c. Any natural person in a control relationship to the Trust who obtains
information concerning recommendations with regard to the purchase or
sale of a security by any Fund.
5. "Beneficial ownership" means ownership or any benefits of ownership,
including the opportunity to directly or indirectly profit or otherwise
obtain financial benefits from any interest in a security.
6. "Control" means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the
result of an official position with such company.
Any person who owns beneficially, either directly or through one or
more controlled companies, more than 25 percent of the voting
securities of the company shall be presumed to control such company.
Any person who does not so own more than 25 percent of the voting
securities of any company shall be presumed not to control such
company. A natural person shall be presumed not to be a controlled
person within the meaning of the Code of Ethics. Any such presumption
may be rebutted by evidence, in accordance with Section 2(a) (9) of the
Act.
7. "Fund" means any series of shares of the Trust.
8. "Security means any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral-trust certificate, pre-organization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas or other mineral rights, or, in general, any
interest or instrument commonly known as "security," or any certificate of
interest or participation in temporary or interim certificate for, receipt
for, guarantee of, or warrant or right to subscribe to or purchase any of
the foregoing, including options and other related securities, except that
the term "security" shall not include securities issued by the government
of the United States, bankers' acceptance, bank certificates of deposit,
commercial paper and shares of registered open-end investment companies.
9. "Security held or to be acquired" by any Fund means any security as
defined in the Code which,
a. Is held by the Fund, or
b. Is being considered by the Fund or its Adviser for purchase by the
Fund; Provided, however, that a security shall not be deemed to be
one which is to be acquired by the Fund or which the Fund is
considering buying or selling if such security is reviewed as
part of a general industrial survey or other broad monitoring
of the securities market.
10. "Trust" means PC&J Performance Fund and the PC&J Preservation Fund.
11. "Compliance Officer" means an officer appointed by the Board of
Trustees to monitor the personal trading of access persons. -
12. "Open order" means an unfilled order placed by the Adviser to buy or
sell a particular security for the Fund's portfolio. Once the order is
filled the transaction is deemed to be complete.
13. A security shall be deemed to be one which a Fund is considering buying
or selling when the Fund, any advisory person of the Fund, its Adviser,
or any advisory person of the its Adviser has taken any affirmative
action towards the acquisition, purchase or sale of that particular
security or the recommendation to do any of the foregoing.
Section B: Statement of General Principles:
All access persons, in making personal securities transactions, shall
adhere to the following principles:
a. The duty of an access person at all times is to place the interest of
the Fund's shareholders first;
b. All personal securities transactions shall be conducted consistent with
the Code of Ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of an individual's position
of trust and responsibility;
c. Access persons shall not take inappropriate advantage of their
positions.
Section C: Compliance Procedures and Reports
1. The Compliance Officer shall institute procedures to review the reports
required by this Section C. The Compliance Officer shall identify all
access persons, inform those persons of their reporting obligations,
and maintain a record of all current and former access persons.
2. No later than 10 days after a person becomes an access person, every
access person will report to the Trust:
a. The title, number of shares and principal amount of each security in
which the access person has any direct or indirect beneficial ownership
when the person became an access person,
b. The name of any broker/dealer with whom the access person maintained an
account when the person became an access person, and
c. The date the report is submitted.
3. Every access person of the Trust shall have every transaction precleared
with the Compliance Officer, providing the following information with
respect to each transaction in any security in which such person has, or
by reason of such transaction acquires, any direct or indirect beneficial
ownership in the security:
a. The title, number of shares and principal amount expected to be
purchased or sold in the transaction, and
b. The nature of the expected transaction (i.e. purchase, sale or any other
type of acquisition or disposition).
4.
a. Each access person will report to the Trust a listing of each completed
securities transaction in which the access person had any direct or
indirect beneficial interest. The report shall be submitted no later
than 10 days after the end of the calendar quarter in which the
transactions to which the report relates were effected and shall contain
the following information:
i. The date of the transaction, the title, interest rate and maturity
date (if applicable), the number of shares, and the principal
amount of each security involved,
ii. The nature of the transaction (i.e. purchase, sale or any other
type of acquisition or disposition),
iii. The price at which the transaction was effected,
iv. The name of the broker, dealer or bank with or through whom the
transaction was effected, and
v. The date the report is submitted.
b. The transaction report shall also include, with respect to any account
established by the access person during the preceding calendar quarter:
i. The name of the broker, dealer or bank with whom the access person
established the account
ii. The date the account was established, and
iii. The date the report is submitted.
5. The Compliance Officer will match the quarterly report with the
precleared transactions.
6. An access person need not make such a report with respect to a
transaction effected for any account over which he or she does not have
any direct or indirect influence or control.
7. The Compliance Officer will comply with Sections C, D and E of this
Code by preclearing trades with and reporting trades to an Alternative
Compliance Officer.
8.
a. All access persons shall annually provide the following information (as
of a date no more than 30 days before the report is submitted):
i. The title, number of shares and principal amount of each security in
which the access person had any direct or indirect beneficial
ownership,
ii. The name of any broker, dealer or bank with whom the access person
maintains an account in which any securities are held for the direct
or indirect benefit of the access person, and
iii. The date the report is submitted
b. All access persons shall certify annually that:
i. They have read and understand the Code of Ethics and recognize that
they are subject thereto,
ii. They have complied with the requirements of the Code of Ethics,
iii. They have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the
requirements of the Code.
9. The Compliance Officer shall prepare an annual report to the Board of
Trustees of the Trust that
a. Describes any issues existing under the Code of Ethics since the last
report, including with out limitation, information about material
violations of the Code of Ethics and any sanctions imposed in response
to the violations,
b. Identifies any recommended changes in existing restrictions or
procedures based upon the Trust's experience under its Code of Ethics,
evolving industry practices, or developments in applicable laws or
regulations.
c. Certifies to the Board of Trustees that the Trust has adopted procedures
reasonably necessary to prevent access persons from violating its Code
of Ethics.
10. While Trustees of the Trust are subject at all times to the fiduciary
obligations described in this Code, the personal investment guidelines
and compliance procedures in Sections C and D of this Code apply to
Trustees whose affiliation with the Trust is solely by reason of being
a Trustee of the Trust only if the Trustee knew, or in the ordinary
course of fulfilling the duties of that position, should have known,
that on the date of the Trustee's transaction that the same security or
a related security was or was to be purchased or sold for the Fund
through an open order or that such purchase or sale for the Fund was
being considered, in which case such Sections apply only to such
transaction.
Section D: Prohibited Activities
1. In connection with the purchase or sale, directly or indirectly, of a
security held or to be acquired by any Fund where such purchase or sale is
made by an access person of the Trust or its Adviser, such access person
shall not
a. Employ any device, scheme or artifice to defraud the Trust,
b. Make to the Trust any untrue statement of a material fact or omit to
state to the Trust a material fact necessary in order to make the
statements make, in light of the circumstances under which they are
made, not misleading,
c. Engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Trust, or
d. Engage in any manipulative practice with respect to the Trust.
2. No access person shall acquire a security in an initial public offering
if the security is to be acquired or is a security which any Fund is
considering buying.
3. No access person shall acquire securities in a private placement or
initial public offering (if the initial public offering security is not to
be acquired by the Fund and is not a security which the Fund is considering
buying) without the prior approval of the Compliance Officer of the Fund. In
granting any approval, the Compliance Officer must take into account, among
other factors, whether the investment opportunity should be reserved for the
Fund, and whether the opportunity is being offered to an individual by
virtue of his or her position with the Fund. Any access person who has been
authorized to acquire securities in a private placement is required to
disclose that investment when the access person plays a part in the Fund's s
ubsequent consideration of an investment in the issuer. In such
circumstances, the Fund's decision to purchase securities of the issuer shall
be reviewed independently by investment personnel with no personal interest
in the issuer.
4. No access person shall execute a securities transaction on a day during
which the Fund, or any other fund within the Trust's investment complex, has
an open order in that same security until that order is executed or
withdrawn.
5. No access person shall accept any gift or other thing of more than de
minimis value from any person or entity that does business with or on
behalf of the Fund.
6. No access person shall serve on the boards of directors of publicly
traded companies.
7. No transaction shall be implemented by an access person without being
precleared by the Compliance Officer. The Compliance Officer shall retain a
record of any such approval and the rationale supporting the approval.
Section E: Duties and Powers of the Board
1. The reports submitted by access persons of the Trust shall be reviewed
pursuant to procedures established by the Board of Trustees of the
Trust in order to determine whether any violation of this Code or any
section of the Act or the regulations promulgated thereunder has
occurred.
2. The Board of Trustees of the Trust may, in its discretion, take any of
the following actions with regard to any access person when the Board
has determined that such person has violated this Code, the Act or any
regulations promulgated thereunder:
a. Letter of censure to the access person,
b. Suspension of employment of the access person,
c. Termination of the relationship whereby the person is deemed to be an
access person of the Trust, or
d. Termination of all relationships between the access person and the Trust,
e. Require that profits from trades be disgorged.
Adopted 2/9/95
Amended 12/1/98
Amended 2/9/00
CODE OF ETHICS
Parker Carlson & Johnson
Section A: Definitions
1. "Access person" means any trustee, officer or advisory person, as
defined below, of the Trust
2. "Act" means the Investment Company Act of 1940, as amended.
3. "Adviser" means Parker Carlson & Johnson, Inc.
4. "Advisory person" means
a. Any employee of the Trust who, in connection with his or her regular
functions or duties, makes, participates in, or obtains information
regarding a purchase or sale of a security by any Fund, or
b. Any employee of the Trust whose functions relate to the making of any
recommendations with respect to the purchase or sale of a security by
any Fund, or
c. Any natural person in a control relationship to the Trust who obtains
information concerning recommendations with regard to the purchase or
sale of a security by any Fund.
5. "Beneficial ownership" means ownership or any benefits of ownership,
including the opportunity to directly or indirectly profit or otherwise
obtain financial benefits from any interest in a security.
6. "Control" means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the
result of an official position with such company.
Any person who owns beneficially, either directly or through one or
more controlled companies, more than 25 percent of the voting
securities of the company shall be presumed to control such company.
Any person who does not so own more than 25 percent of the voting
securities of any company shall be presumed not to control such
company. A natural person shall be presumed not to be a controlled
person within the meaning of the Code of Ethics. Any such presumption
may be rebutted by evidence, in accordance with Section 2(a) (9) of the
Act.
7. "Fund" means any series of shares of the Trust.
8. "Security means any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral-trust certificate, pre-organization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas or other mineral rights, or, in general, any
interest or instrument commonly known as "security," or any certificate of
interest or participation in temporary or interim certificate for, receipt
for, guarantee of, or warrant or right to subscribe to or purchase any of
the foregoing, including options and other related securities, except that
the term "security" shall not include securities issued by the government
of the United States, bankers' acceptance, bank certificates of deposit,
commercial paper and shares of registered open-end investment companies.
9. "Security held or to be acquired" by any Fund means any security as
defined in the Code which,
a. Is held by the Fund, or
b. Is being considered by the Fund or its Adviser for purchase by the
Fund; Provided, however, that a security shall not be deemed to be
one which is to be acquired by the Fund or which the Fund is
considering buying or selling if such security is reviewed as
part of a general industrial survey or other broad monitoring
of the securities market.
10. "Trust" means PC&J Performance Fund and the PC&J Preservation Fund.
11. "Compliance Officer" means an officer appointed by the Board of
Trustees to monitor the personal trading of access persons. -
12. "Open order" means an unfilled order placed by the Adviser to buy or
sell a particular security for the Fund's portfolio. Once the order is
filled the transaction is deemed to be complete.
13. A security shall be deemed to be one which a Fund is considering buying
or selling when the Fund, any advisory person of the Fund, its Adviser,
or any advisory person of the its Adviser has taken any affirmative
action towards the acquisition, purchase or sale of that particular
security or the recommendation to do any of the foregoing.
Section B: Statement of General Principles:
All access persons, in making personal securities transactions, shall
adhere to the following principles:
a. The duty of an access person at all times is to place the interest of
the Fund's shareholders first;
b. All personal securities transactions shall be conducted consistent with
the Code of Ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of an individual's position
of trust and responsibility;
c. Access persons shall not take inappropriate advantage of their
positions.
Section C: Compliance Procedures and Reports
1. The Compliance Officer shall institute procedures to review the reports
required by this Section C. The Compliance Officer shall identify all
access persons, inform those persons of their reporting obligations,
and maintain a record of all current and former access persons.
2. No later than 10 days after a person becomes an access person, every
access person will report to the Trust:
a. The title, number of shares and principal amount of each security in
which the access person has any direct or indirect beneficial ownership
when the person became an access person,
b. The name of any broker/dealer with whom the access person maintained an
account when the person became an access person, and
c. The date the report is submitted.
3. Every access person of the Trust shall have every transaction precleared
with the Compliance Officer, providing the following information with
respect to each transaction in any security in which such person has, or
by reason of such transaction acquires, any direct or indirect beneficial
ownership in the security:
a. The title, number of shares and principal amount expected to be
purchased or sold in the transaction, and
b. The nature of the expected transaction (i.e. purchase, sale or any other
type of acquisition or disposition).
4.
a. Each access person will report to the Trust a listing of each completed
securities transaction in which the access person had any direct or
indirect beneficial interest. The report shall be submitted no later
than 10 days after the end of the calendar quarter in which the
transactions to which the report relates were effected and shall contain
the following information:
i. The date of the transaction, the title, interest rate and maturity
date (if applicable), the number of shares, and the principal
amount of each security involved,
ii. The nature of the transaction (i.e. purchase, sale or any other
type of acquisition or disposition),
iii. The price at which the transaction was effected,
iv. The name of the broker, dealer or bank with or through whom the
transaction was effected, and
v. The date the report is submitted.
b. The transaction report shall also include, with respect to any account
established by the access person during the preceding calendar quarter:
i. The name of the broker, dealer or bank with whom the access person
established the account
ii. The date the account was established, and
iii. The date the report is submitted.
5. The Compliance Officer will match the quarterly report with the
precleared transactions.
6. An access person need not make such a report with respect to a
transaction effected for any account over which he or she does not have
any direct or indirect influence or control.
7. The Compliance Officer will comply with Sections C, D and E of this
Code by preclearing trades with and reporting trades to an Alternative
Compliance Officer.
8.
a. All access persons shall annually provide the following information (as
of a date no more than 30 days before the report is submitted):
i. The title, number of shares and principal amount of each security in
which the access person had any direct or indirect beneficial
ownership,
ii. The name of any broker, dealer or bank with whom the access person
maintains an account in which any securities are held for the direct
or indirect benefit of the access person, and
iii. The date the report is submitted
b. All access persons shall certify annually that:
i. They have read and understand the Code of Ethics and recognize that
they are subject thereto,
ii. They have complied with the requirements of the Code of Ethics,
iii. They have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the
requirements of the Code.
9. The Compliance Officer shall prepare an annual report to the Board of
Trustees of the Trust that
a. Describes any issues existing under the Code of Ethics since the last
report, including with out limitation, information about material
violations of the Code of Ethics and any sanctions imposed in response
to the violations,
b. Identifies any recommended changes in existing restrictions or
procedures based upon the Trust's experience under its Code of Ethics,
evolving industry practices, or developments in applicable laws or
regulations.
c. Certifies to the Board of Trustees that the Trust has adopted procedures
reasonably necessary to prevent access persons from violating its Code
of Ethics.
10. While Trustees of the Trust are subject at all times to the fiduciary
obligations described in this Code, the personal investment guidelines
and compliance procedures in Sections C and D of this Code apply to
Trustees whose affiliation with the Trust is solely by reason of being
a Trustee of the Trust only if the Trustee knew, or in the ordinary
course of fulfilling the duties of that position, should have known,
that on the date of the Trustee's transaction that the same security or
a related security was or was to be purchased or sold for the Fund
through an open order or that such purchase or sale for the Fund was
being considered, in which case such Sections apply only to such
transaction.
Section D: Prohibited Activities
1. In connection with the purchase or sale, directly or indirectly, of a
security held or to be acquired by any Fund where such purchase or sale is
made by an access person of the Trust or its Adviser, such access person
shall not
a. Employ any device, scheme or artifice to defraud the Trust,
b. Make to the Trust any untrue statement of a material fact or omit to
state to the Trust a material fact necessary in order to make the
statements make, in light of the circumstances under which they are
made, not misleading,
c. Engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Trust, or
d. Engage in any manipulative practice with respect to the Trust.
2. No access person shall acquire a security in an initial public offering
if the security is to be acquired or is a security which any Fund is
considering buying.
3. No access person shall acquire securities in a private placement or
initial public offering (if the initial public offering security is not to
be acquired by the Fund and is not a security which the Fund is considering
buying) without the prior approval of the Compliance Officer of the Fund. In
granting any approval, the Compliance Officer must take into account, among
other factors, whether the investment opportunity should be reserved for the
Fund, and whether the opportunity is being offered to an individual by
virtue of his or her position with the Fund. Any access person who has been
authorized to acquire securities in a private placement is required to
disclose that investment when the access person plays a part in the Fund's s
ubsequent consideration of an investment in the issuer. In such
circumstances, the Fund's decision to purchase securities of the issuer shall
be reviewed independently by investment personnel with no personal interest
in the issuer.
4. No access person shall execute a securities transaction on a day during
which the Fund, or any other fund within the Trust's investment complex, has
an open order in that same security until that order is executed or
withdrawn.
5. No access person shall accept any gift or other thing of more than de
minimis value from any person or entity that does business with or on
behalf of the Fund.
6. No access person shall serve on the boards of directors of publicly
traded companies.
7. No transaction shall be implemented by an access person without being
precleared by the Compliance Officer. The Compliance Officer shall retain a
record of any such approval and the rationale supporting the approval.
Section E: Duties and Powers of the Board
1. The reports submitted by access persons of the Trust shall be reviewed
pursuant to procedures established by the Board of Trustees of the
Trust in order to determine whether any violation of this Code or any
section of the Act or the regulations promulgated thereunder has
occurred.
2. The Board of Trustees of the Trust may, in its discretion, take any of
the following actions with regard to any access person when the Board
has determined that such person has violated this Code, the Act or any
regulations promulgated thereunder:
a. Letter of censure to the access person,
b. Suspension of employment of the access person,
c. Termination of the relationship whereby the person is deemed to be an
access person of the Trust, or
d. Termination of all relationships between the access person and the Trust,
e. Require that profits from trades be disgorged.
April 26, 2000
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. 15 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. 19 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
