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. 13 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 14 /X/
PC&J PRESERVATION FUND - File Nos. 2-95285 and 811-4204
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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: 513/223-0600
--------------
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: April 1, 1996
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/X/ on March 31, 1996 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of Rule 485
The Registrant has registered an indefinite number or amount of securities
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. A Form 24F-2 with respect to the Registrant's fiscal
year ended December 31, 1995 was filed with the Securities and Exchange
Commission on February 23, 1996.
PC&J PRESERVATION FUND
Cross Reference Sheet Required By
Rule 481(a) under the Securities Act of 1933
Part A of Form N-1A Item No. Caption(s) in Prospectus
1 ........................... Cover Page
2 ........................... Fee Table
3 ........................... Financial Highlights
4 ........................... Organization And Operation Of The Fund
5 ........................... Organization And Operation Of The Fund
5A........................... Organization and Operation of The Fund
6 ........................... Description Of Shares And Taxes
7 ........................... Determination Of Share Price, How To Invest
In The Fund, Distribution Expense Plan
8 ........................... How To Redeem Your Investment
9 ........................... None
Caption(s) in Statement
Part B of Form N-1A Item No. Of Additional Information
10 .......................... Cover Page
11 .......................... Table Of Contents
12 .......................... None
13 .......................... Investment Objective And Policies
14 .......................... Organization And Operation Of The Fund
15 .......................... Organization And Operation Of The Fund
16 .......................... Organization And Operation Of The Fund,
Distribution Expense Plan
17 .......................... Portfolio Transactions And Brokerage
Allocation
18 .......................... Description Of Shares And Taxes
19 .......................... How To Invest In The Fund, Determination Of
Share Price
20 .......................... Description Of Shares And Taxes
21 .......................... Not Applicable
22 .......................... None
23 .......................... Financial Statements
PROSPECTUS
April 1, 1996
PC&J PRESERVATION 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 Preservation Fund (the "Fund") is
preservation of capital through investment in fixed-income obligations.
IMPORTANT FEATURES
Investment for Preservation of Capital
No Sales Commissions or Withdrawal Charges
Professional Management
Diversification
This Prospectus sets forth concisely the information about the Fund that
you should know before investing. Please retain this Prospectus for future
reference. A Statement of Additional Information dated April 1, 1996 has
been filed with the Securities and Exchange Commission and is incorporated
by reference in its entirety into this Prospectus. A copy of the Statement
of Additional Information can be obtained at no charge by calling the Fund
at 513-223-0600.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
TABLE OF CONTENTS
FEE TABLE..........................................................
FINANCIAL HIGHLIGHTS...............................................
INVESTMENT OBJECTIVE AND POLICIES..................................
ORGANIZATION AND OPERATION OF THE FUND.............................
DISTRIBUTION EXPENSE PLAN..........................................
DESCRIPTION OF SHARES AND TAXES....................................
HOW TO INVEST IN THE FUND..........................................
HOW TO REDEEM YOUR INVESTMENT......................................
DETERMINATION OF SHARE PRICE.......................................
AUDITORS...........................................................
NEW ACCOUNT APPLICATION............................................
APPENDIX...........................................................
FEE TABLE
SHAREHOLDER TRANSACTION EXPENSES
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 0.50%
12B-1 Fees 0%
Other Expenses 0.50%
Total Fund Operating Expenses 1.00%
<TABLE>
EXAMPLE 1 Year 3 Years 5 Years 10 Years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the
following expenses on
a $1,000 investment,
assuming (1) 5% annual
return and (2) redemption
at the end of each time
period: $10 $32 $55 $123
</TABLE>
The purpose of the above table is to assist a potential purchaser of the
Fund's shares in understanding the various costs and expenses that an
investor in the Fund will bear directly or indirectly. See "ORGANIZATION
AND OPERATION OF THE FUND" and "DISTRIBUTION EXPENSE PLAN" for a more
complete discussion of the annual operating expenses of the Fund. The
foregoing example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown.
Under normal circumstances, such expenses will not exceed 1% of the Fund's
average net assets.
FINANCIAL HIGHLIGHTS
The information contained in the table below is for the years ended
December 31, 1995, 1994, 1993, 1992, 1991, 1990, 1989 and 1988, the nine
month period ended December 31, 1987 and the year ended March 31, 1987.
Such information has been derived from data contained in financial
statements audited by Deloitte & Touche, LLP, independent certified public
accountants. Such information should be read in conjunction with the
financial statements appearing in the Fund's Statement of Additional
Information. The Fund's Annual Report contains additional performance
information and will be made available upon request and without charge.
PC&J PRESERVATION FUND
FINANCIAL HIGHLIGHTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, 1993, 1992, 1991, 1990, AND 1988,
THE NINE MONTHS ENDED DECEMBER 31, 1987 AND
THE YEAR ENDED MARCH 31, 1987
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<TABLE>
<CAPTION>
Selected Data for Each Share December December December December December
of Capital Stock Outstanding 1995 1994 1993 1992 1991
Throughout the Year
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR $10.34 $11.31 $11.24 $11.43 $10.96
Income from investment operations:
Net investment income 0.59 0.70 0.67 0.82 0.80
Net realized and unrealized
gain(loss) on securities 0.98 (0.97) 0.28 (0.11) 0.57
---------- ---------- ---------- ---------- ----------
TOTAL FROM INVESTMENT OPERATIONS 1.57 (0.27) 0.95 0.71 1.37
Less distributions:
Dividends from net investment
income (0.59) (0.70) (0.67) (0.82) (0.80)
Distributions from net
realized capital gains 0.00 0.00 (0.21) (0.08) (0.10)
---------- ---------- ---------- ---------- ----------
TOTAL DISTRIBUTIONS (0.59) (0.70) (0.88) (0.90) (0.90)
NET ASSET VALUE - END OF YEAR $11.32 $10.34 $11.31 $11.24 $11.43
Total return 15.18% -2.39% 8.45% 6.21% 12.50%
RATIOS TO AVERAGE NET ASSETS
Expenses 1.00% 1.00% 1.00% 1.00% 1.00%
Net Investment income 5.56% 5.83% 5.87% 6.66% 7.04%
Net assets at end of year (000's) $16,472 $14,261 $16,218 $13,997 $14,716
Portfolio turnover rate 25.62% 30.03% 37.13% 26.10% 33.58%
<CAPTION>
Selected Data for Each Share December December December December March
of Capital Stock Outstanding 1990 1989 1988 1987 1987
Throughout the Year
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR $10.76 $10.48 $10.73 $10.92 $10.82
Income from investment operations:
Net investment income 0.79 0.87 0.80 0.51 0.61
Net realized and unrealized
gain(loss) on securities 0.21 0.31 (0.25) (0.19) 0.10
---------- ---------- ---------- ---------- ----------
TOTAL FROM INVESTMENT OPERATIONS 1.00 1.18 0.55 0.32 0.71
Less distributions:
Dividends from net investment
income (0.79) (0.87) (0.80) (0.51) (0.61)
Distributions from net
realized capital gains (0.01) (0.03) 0.00 0.00 0.00
---------- ---------- ---------- ---------- ----------
TOTAL DISTRIBUTIONS (0.80) (0.90) (0.80) (0.51) (0.61)
NET ASSET VALUE - END OF YEAR $10.96 $10.76 $10.48 $10.73 $10.92
Total return 9.29% 11.26% 5.13% 2.93% 6.56%
RATIOS TO AVERAGE NET ASSETS
Expenses 1.00% 1.00% 1.00% 1.00%<F1> 1.00%
Net Investment income 7.44% 7.40% 6.81% 6.65%<F1> 6.84%
Net assets at end of year (000's) $13,357 $11,152 $11,473 $10,250 $ 8,330
Portfolio turnover rate 36.79% 19.31% 33.08% 14.03%<F1> 3.90%
<FN>
<F1> Annualized
</FN>
</TABLE>
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See notes to financial statements appearing in the Fund's
Statement of Additional Information
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is preservation of capital through
investment in fixed-income obligations. This investment objective may be
changed without the affirmative vote of majority of the outstanding voting
securities of the Fund.
The Fund seeks to achieve this objective by investing primarily in the
following types of securities: (a) investment grade corporate obligations,
(b) obligations of the U.S. government or any of its agencies, (c) obligations
(including certificates of deposit and bankers' acceptances) of major U.S.
banks, (d) prime commercial paper, (e) mortgage-related securities, and
(f) such other securities as the Board of Trustees of the Fund believes are
of comparable quality with those mentioned above.
The Fund expects to keep the dollar-weighted average maturity of its portfolio
securities to less than ten years, although some individual securities may have
maturities greater than ten years. For example, if twenty-five percent of the
value of the Fund's portfolio securities mature in one year, two years, three
years and four years, respectively, the dollar-weighted average maturity of the
portfolio would be two and one-half years. The Fund will keep the
dollar-weighted average maturity relatively short when the Adviser expects
interest rates to rise and relatively long when the Adviser expects interest
rates to decline. Dollar-weighted average maturity for these purposes means
the dollar-weighted average of the face maturities of the portfolio securities,
which may differ from their dollar-weighted average life.
The Fund follows specific guidelines in buying portfolio securities. Bankers'
acceptances and certificates of deposit will only be purchased from major U.S.
banks which at the date of investment have capital, surplus and undivided
profits (as of the date of their most recently published annual financial
statements) of $100,000,000 or more. Commercial paper must either be rated
A-1, A-1+ or A-2 by Standard & Poor's Corporation ("S&P"), or Prime -1 or
Prime-2 by Moody's Investors Service, Inc. ("Moody's"), or if unrated, it must
be issued by companies which have a debt issue rated AAA, AA or A by SP, or
Aaa, Aa, or A by Moody's. Corporate obligations generally must be investment
grade (rated BBB or higher by S&P, or Baa or higher by Moody's, or if unrated,
determined by the Adviser to be of comparable quality). To the extent the
Fund invests in bonds rated BBB or Baa, which have some speculative
characteristics and may have a weakened capacity to pay principal and interest
in adverse economic conditions, the Fund will be subject to higher volatility.
However, the Adviser would only invest up to 10% of its net assets in such
bonds. For an explanation of the foregoing ratings by S&P and Moody's, see
the Appendix to this Prospectus.
The Fund may also purchase mortgage-related securities, which represent
interests in a pool of mortgages. These securities provide investors with
payments consisting of both interest and principal as the mortgages in the
underlying mortgage pools are repaid. The average life of securities
representing interests in pools of mortgage loans is likely to be substantially
less than the original maturity of the mortgage pools as a result of
prepayments or foreclosures of such mortgages. To the extent the mortgages
underlying a security representing an interest in a pool of mortgages are
prepaid, the Fund will experience a loss if the security was acquired by the
Fund at a premium. Prepayments may occur with greater frequency in periods
of declining mortgage rates because, among other reasons, it may be possible
for mortgagors to refinance their outstanding mortgages at lower interest
rates. In such periods, it is likely that any prepayment proceeds would be
reinvested by the Fund at lower rates of return.
The Fund may also invest in collateralized mortgage obligations ("CMOs").
CMOs are securities collateralized by mortgages or mortgage-related
securities. CMOs are issued with a variety of classes or series, which have
different maturities and are often retired in sequence. CMOs may be issued
by governmental or non-governmental entities such as banks and other mortgage
lenders. Non-government securities may offer a higher yield but also may be
subject to greater price fluctuation than government securities. Investments
in CMOs are subject to the same risks as direct investments in the underlying
mortgage and mortgage-related securities. In addition, in the event of a
bankruptcy or other default of an entity who issued a CMO held by the Fund,
the Fund could experience both delays in liquidating its position and losses.
There can be no assurance that the Fund's investment objective will be
obtained.
As a diversified company, at least 75% of the Fund's total assets must be
invested in (a) securities limited in respect of any one issuer to an amount
not greater than 5% of the value of the total assets of the Fund and not
greater than 10% of the outstanding voting securities of such issuer,
(b) cash and cash items, (c) government securities, and (d) securities of
other investment companies.
The Fund may invest all or a portion of its assets for temporary defensive
purposes, in U.S. Treasury bills or other short-term interest bearing
securities and in bank interest bearing checking accounts, including interest
bearing checking accounts of the Custodian. Under normal circumstances, such
short-term investments are expected to represent only a nominal portion of
the Fund's total assets. Further, although the Fund is authorized to invest
up to 5% of its total assets in repurchase agreements, restricted securities
and securities of other investment companies, and borrow as a temporary
measure for extraordinary or emergency purposes up to 5% of total assets and
to secure such borrowing by pledge of Fund assets up to such amount, the
Fund's Investment Adviser and Trustees presently do not expect to engage in
such activity.
Although the Fund intends to diversify its investments, investment in the
Fund generally will be subject to market risks associated with the change
of market interest rates. An increase in market interest rates will generally
reduce the value of the Fund's investments and a decline in market interest
rates will generally increase the value of the Fund's investments. Also,
while the Fund's portfolio securities are high grade, fixed-income
obligations, they are subject to the ability of the issuer to make payment
of principal and interest when due.
ORGANIZATION AND OPERATION OF THE FUND
The Fund is a diversified, open-end management investment company organized
as an Ohio business trust on January 2, 1985. The responsibility for
management of the Fund is vested in its Board of Trustees which, among other
things, is empowered by the Fund's Declaration of Trust to elect officers of
the Fund and contract with and provide for the compensation of agents,
consultants and other professionals to assist and advise in such management.
The Fund has entered into an Investment Advisory Agreement ("Investment
Advisory Agreement") with Parker Carlson & Johnson, Inc., 300 Old Post
Office , 120 West Third Street, Dayton, Ohio (the "Adviser") in which the
Adviser has agreed to provide the Fund with continuous investment advice,
including management of the Fund's portfolio securities. The Adviser was
organized in 1982 and has been the only investment adviser of the Fund.
Kathleen Carlson is primarily responsible for the day to day management of
the Fund's portfolio and has been since the Fund's inception (April 30, 1985).
Ms. Carlson has been Treasurer of the Adviser since September, 1982 and
Treasurer and a Trustee of the Trust since its inception.
The Adviser is also the investment adviser to PC&J Performance 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 .5% of the daily net
asset value of the Fund.
The Fund has entered into a Management and Transfer Agent Agreement
("Management Agreement") with PC&J Service Corp., 300 Old Post Office,
120 West Third Street, Dayton, Ohio, ("Service Corp.") in which Service Corp.
has agreed to manage the Fund's business affairs, exclusive of investment
advice provided by Adviser, and to serve as its transfer and dividend
disbursing agent. Service Corp. pays all expenses of the Fund (excluding
interest, taxes, brokerage and extraordinary expenses and fees payable under
the Investment Advisory Agreement and Management Agreement, all of which are
payable by the Fund).
These expenses include, but are not limited to, costs of furnishing documents
to shareholders and regulatory agencies, registration and filing fees, legal,
auditing, and custodian fees. Service Corp. pays the expenses of shareholders'
and Trustees' meetings and any fees paid to Trustees who are not interested
persons of the Adviser. Service Corp. was organized in October 1983, and its
officers and directors are identical to those of Adviser.
As compensation for the overall management, transfer and dividend disbursing
agent services and payment of the foregoing expenses, the Fund will pay
Service Corp. a monthly fee, accrued daily, based on an annual rate of .5% of
the daily net asset value of the Fund.
The Fund has appointed Star Bank, N.A., Cincinnati ("Custodian"), 425 Walnut
Street, Cincinnati, Ohio 45202, as the Fund's custodian. In such capacity the
Custodian will receive all new account applications in connection with
initial purchases of the Fund's shares, will receive and credit to the
account of the Fund all checks payable to the Fund and all wire transfers to
the Fund. The Custodian will hold all portfolio securities and other assets
owned by the Fund. Compensation for such services will be paid by Service
Corp.
Performance Information for the Fund is contained in the Fund's annual
report which will be made available upon request and without charge.
DISTRIBUTION EXPENSE PLAN
Certain of the foregoing expenses of the Fund payable by Adviser and Service
Corp. are for activities associated with the sale of Fund shares. For
example, Adviser and Service Corp. are responsible for the compensation of
all employees and officers common to such organizations and the Fund. Also,
Service Corp. is responsible for the costs of preparation and printing the
Fund's registration statements and prospectuses and its registration and
filing fees.
While the Fund does not believe that payments made to Adviser under the
Investment Advisory Agreement and to Service Corp. under the Management
Agreement indirectly are for activity primarily intended to result in the
sale of Fund shares, the Fund and its shareholders have adopted a
Distribution Expense Plan (the "Plan") authorizing payments under the
Investment Advisory Agreement and Management Agreement which might be deemed
to be primarily intended to result in the sale of Fund shares. No other
payments are authorized under the Plan.
The Plan and any agreements related thereto may be terminated by, and any
amendments increasing materially the amounts spent under the Plan must be
approved by, the vote of a majority of the outstanding shares of the Fund.
DESCRIPTION OF SHARES AND TAXES
Ownership records of shares are maintained by the Fund's transfer agent,
Service Corp., which confirms purchase and sale of shares and dividend and
capital gain distributions. Certificates representing shares will not be
issued.
Shareholders have equal voting rights on all matters submitted for
shareholder vote. The Declaration of Trust limits the matters requiring a
shareholder vote to the election or removal of Trustees, approval of certain
contracts of the Fund such as the Investment Advisory Agreement with
Adviser, approval of the termination or reorganization of the Fund and
certain other matters described in such Declaration.
Dividends and distributions on shares shall be made with such frequency and
in such amounts as the Trustees from time to time shall determine.
Long-term capital gains normally will be distributed only once annually.
Distributions will be made only in additional shares and not in cash. The
tax consequences described in this section apply to dividends and
distributions even though paid in additional shares and not in cash.
It is expected that the Trustees will distribute annually to shareholders
all or substantially all of the Fund's net income and net realized capital
gains. Distributed net income and distributed net realized short-term capital
gains are taxable to investors for federal income tax purposes as ordinary
income. Distributed net realized long-term capital gains are taxable to
investors as long-term capital gains, even though long paid in additional
shares and not in cash. Shareholders not subject to federal income tax on
their income will not, of course, be required to pay federal income tax on
any amounts distributed to them.
The Fund will inform shareholders of the amount and nature of such income
and capital gains. Dividend and capital gain distributions may be subject
to state and local taxes. Shareholders are urged to consult their own tax
advisers regarding specific questions as to federal, state or local taxes
and about the tax effect of distributions and withdrawals from the Fund.
Holders of shares should direct all inquiries concerning the purchase or
redemption of shares to the Fund. All other questions should be directed to
Service Corp.
HOW TO INVEST IN THE FUND
You may purchase shares of the Fund on any business day the New York Stock
Exchange is open. The minimum initial investment is $1,000 ($2,000 for tax
deferred retirement plans). There is no required minimum subsequent
investment. The purchase price for shares will be the net asset value per
share next determined after the order is received. (See "Determination of
Share Price".) There is no sales charge or commission.
The Fund reserves the right to refuse to sell to any person. If a
purchaser's check is returned to the Custodian as uncollectible, the
purchase order is subject to cancellation and the purchaser will be
responsible for any loss incurred by the Fund.
INITIAL INVESTMENT BY MAIL
You may purchase shares of the Fund by mail, in at least the minimum amount,
by submitting a check payable to the order of "PC&J Preservation Fund" and a
completed and signed new account application, which accompanies this
Prospectus (page 14), to the Custodian at the following address:
PC&J - Lockbox Account
Location 0614
Cincinnati, Ohio 45264-0614
The Fund confirms with the Custodian, by telephone and on a daily basis as
required, the receipt by the Custodian of the foregoing information, payment
and properly completed new account application.
INITIAL INVESTMENTS BY WIRE
You may purchase shares of the Fund by wire, in at least the minimum amount,
by (a) first completing and signing the new account application,
(b) telephoning (513-223-0600) the information contained in the new account
application to the Fund, (c) mailing the completed and signed new account
application to the Custodian at the address set forth in the preceding
paragraph, and (d) instructing your bank to wire Federal Funds to the
Custodian. Your bank may charge you a fee for sending such wire.
SUBSEQUENT INVESTMENTS
You may purchase additional shares of the Fund by (a) first providing the
Fund, by mail or by telephone, the necessary information concerning the name
of your account and its number and (b) thereafter providing the Custodian
the necessary payment, which may be by check or by wire transfer, as
described above.
EFFECTIVE DATE OF PURCHASE
The Fund confirms with the Custodian, by telephone and on a daily basis as
required, the receipt by the Fund or the Custodian of the foregoing
information, payment and properly completed new account application. The
Fund will deem a purchase to be effective only after confirmation of the
receipt of such information, payment and the proper completion of the new
account application. The Fund's transfer agent, Service Corp., mails you
confirmations of all investments and redemptions.
HOW TO REDEEM YOUR INVESTMENT
The Fund will redeem all or part of your shares without charge at the net
asset value next determined after receipt by the Fund of your properly
completed written request for redemption. Payment for shares of the Fund
tendered for redemption is made within 7 days after tender in proper form.
However, payment for redemptions of shares purchased by check will be
effected only after the check has been collected, which normally occurs
within fifteen days. The Fund further reserves the right to delay payment
for the redemption of shares until such time as the Fund has received the
properly completed new account application with respect to such shares.
Shares of the Fund may be redeemed on each day that the Fund is open for
business by sending a written redemption request to the Fund. The written
request must be signed by each shareholder, including each joint owner,
exactly as the name appears on the Fund's account records. The redemption
request must state the number or dollar amount of shares to be redeemed and
your account number. For the protection of shareholders, additional
documentation may be required from individuals, corporations, partnerships,
executors, trustees and other fiduciaries.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to redeem all shares of any account on
sixty days' written notice if the net asset value of the account, due to a
redemption, is less than $5,000 ($1,000 for tax deferred retirement plans),
or such other minimum amount as the Fund may determine from time to time. A
shareholder may increase the value of his shares to the minimum amount within
the sixty day period. Each share of the Fund is subject to redemption at any
time if the Board of Trustees determines in its sole discretion that failure
to so redeem may have materially adverse consequences to all or any of the
shareholders of the Fund. It is anticipated that the redemption provisions of
the preceding sentence would be used only to preserve the tax status of a
Fund or to close a Fund.
The Fund may suspend the right of redemption or may delay payment (a) during
any period the New York Stock Exchange is closed other than for customary
weekend and holiday closings, (b) when trading on the New York Stock Exchange
is restricted, or an emergency exists (as determined by the rules and
regulations of the Securities and Exchange Commission) so that disposal of
the securities held in the Fund or determination of the net asset value of
the Fund is not reasonably practicable, or (c) for such other periods as the
Securities and Exchange Commission by order may permit for the protection of
the Fund's shareholders.
DETERMINATION OF SHARE PRICE
On each day that the Fund is open for business, the net asset value of the
shares is determined as of 5:30 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.
Portfolio securities which are traded on United States stock exchanges are
valued at the last sale price on such an exchange as of the close of business
on the day the securities are being valued. If there is no such reported
sales price, the securities are valued at the most recently reported sales
price. Securities traded in the over-the-counter market are valued at the
mean between the bid and asked prices 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 by or under the direction of the Board of Trustees of the Fund.
The share price of the Fund will fluctuate with the value of its portfolio
securities.
AUDITORS
The Fund has selected the firm of Deloitte & Touche, LLP as the independent
certified public accountants for the Fund. Deloitte & Touche, LLP will be
paid for its services by Service Corp.
PC&J PRESERVATION 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 Star Bank,
N.A., Cincinnati. If payment is by check or other negotiable instrument such
check or other negotiable instrument payable to PC&J Preservation 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 AND Trust or Plan Name Tax Identifi-
QUALIFIED cation Number
RETIREMENT
______________________________________
Name of Trustee(s)
______________________________________ _______________
ORGANIZA- Trust or Plan Name Tax Identifi-
TIONS cation Number
- -----------------------------------------------------------------------------
2. MAILING ______________________________________ _______________
ADDRESS Street Telephone Number
______________________________________ _______________
City State Zip Code
______________________________________
Attention (if any)
- ------------------------------------------------------------------------------
3. INITIAL INVESTMENT (Complete one only)
A. I am mailing $___________ by check or other negotiable instrument
Amount
B. I have arranged $----------- for wire transfer
Amount
to PC&J - Lockbox Account, Cincinnati at the address set forth above for the
purchase of shares of PC&J Preservation Fund. the minimum initial purchase
is $1,000 ($2,000 for tax deferred retirement plans).
- ------------------------------------------------------------------------------
4. SIGNATURES
I have received and reviewed a copy of the Fund's Prospectus dated April 1,
1996 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)
----------------------------------------------------------------------------
APPENDIX
Description of Standard & Poor's Corporation's ("S&P") commercial paper and
corporate bond ratings:
Commercial Paper Ratings
A-1 -- Commercial paper rated A -1 by S&P indicates that the degree of
safety regarding timely payment is either overwhelming or very
strong.
A-1+ -- Those issues determined to possess overwhelming safety
characteristics are denoted A-1+.
A-2 -- Commercial paper rated A-2 by S&P indicates that capacity for
timely payment on issues is strong. However, the relative degree
of safety is not as high as for issues designated A-1.
Debt Ratings
AAA -- This is the highest rating assigned by S&P to a debt obligation
and indicates an extremely strong capacity to pay principal and
interest.
AA -- Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the
majority of instances they differ from AAA issues only in small
degree.
A -- Bonds rated A have a strong capacity to pay principal and
interest, although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions.
BBB -- Debt rate BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category than in higher rated categories.
Description of Moody's Investors Service, Inc.'s ("Moody's) commercial paper
and corporate bond ratings:
Commercial Paper Ratings
Prime-1 - Issuers rated Prime-1 (or related supporting institutions) are
considered to have a superior capacity for repayment of
short-term promissory obligations.
Prime-2 - Issuers rated Prime -2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory
obligations. This will normally be evidenced by many of the
characteristics of Prime-1 rated issuers, but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more
subject to variations. Capitalization characteristics, while still
appropriate, may be affected by external conditions. Ample
alternative liquidity is maintained.
Debt Ratings
Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are
generally referred to as "gilt edge". Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than
the best bonds because margins of protection may not be as large
as in Aaa securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which
make the long-term risks appear somewhat larger than in Aaa
securities.
A -- Bonds which are rate A possess many favoravle investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest
are considered adequate but elements may be present which suggest
a susceptibility to impairment sometime in the future.
Baa -- Bonds which are rated Baa are considered as medium-grade
obligations (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.
PROSPECTUS
April 1, 1996
PC&J
PRESERVATION
FUND
INVESTMENT ADVISER
Parker Carlson & Johnson, Inc.
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
MANAGER AND TRANSFER AGENT PC&J
PRESERVATION
PC&J Service Corp. FUND
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
AUDITORS
Deloitte & Touche, LLP
1700 Courthouse Plaza Northeast
Dayton, Ohio 45402
CUSTODIAN
Star Bank, N.A., Cincinnati
425 Walnut Street
Cincinnati, Ohio 45202
STATEMENT OF ADDITIONAL INFORMATION
April 1, 1996
PC&J PRESERVATION 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 Preservation Fund (the "Fund") is preservation
of capital through investment in fixed-income obligations.
IMPORTANT FEATURES
Investment for Preservation of Capital
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 1, 1996 (the
"Prospectus") which is available upon request and without charge by calling
the Fund at 513-223-0600. This Statement of Additional Information is
incorporated by reference in its entirety into the Prospectus.
TABLE OF CONTENTS
INVESTMENT OBJECTIVE AND POLICIES..................................
Fundamental...................................................
Non-Fundamental...............................................
State Restrictions............................................
ORGANIZATION AND OPERATION OF THE FUND.............................
Principal Holders of Equity Securities........................
Investment Adviser............................................
Manager and Transfer Agent....................................
Custodian.....................................................
Auditors......................................................
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION....................
DISTRIBUTION EXPENSE PLAN..........................................
DESCRIPTION OF SHARES AND TAXES....................................
HOW TO INVEST IN THE FUND..........................................
Initial Investment By Mail....................................
Initial Investments By Wire...................................
Subsequent Investments........................................
Effective Date of Purchase....................................
HOW TO REDEEM YOUR INVESTMENT......................................
DETERMINATION OF SHARE PRICE.......................................
FINANCIAL STATEMENTS...............................................
INVESTMENT OBJECTIVE AND POLICIES
FUNDAMENTAL
Information contained in the Prospectus under the heading "Investment
Objective and Policies" is incorporated herein by reference. The investment
limitations described below have been adopted by the Fund and are fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote
of a majority of the outstanding shares of the Fund. As used in the
Prospectus and this Statement of Additional Information, the term "majority"
of the outstanding shares of the Fund means the lesser of (1) 67% or more of
the outstanding shares of the Fund present at a meeting, if the holders of
more than 50% of the outstanding shares of the Fund are present or
represented at such meeting; or (2) more than 50% of the outstanding shares
of the Fund. Other investment practices which may be changed by the Board of
Trustees without the approval of shareholders to the extent permitted by
applicable law, regulation or regulatory policy are considered
non-fundamental ("Non-Fundamental").
1. BORROWING MONEY. The Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset
coverage of 300% for all borrowings of the Fund; or (b) from a bank or other
persons for temporary purposes only, provided that such temporary borrowings
are in an amount not exceeding 5% of the Fund's total assets at the time when
the borrowing is made. This limitation does not preclude the Fund from
entering into reverse repurchase transactions, provided that the Fund has an
asset coverage of 300% for all borrowings and repurchase commitments of the
Fund pursuant to reverse repurchase transactions.
2. SENIOR SECURITIES. The Fund will not issue senior securities.
This limitation is not applicable to activities that may be deemed to involve
the issuance or sale of a senior security by the Fund, provided that the
Fund's engagement in such activities is (a) consistent with or permitted by
the Investment Company Act of 1940, as amended, the rules and regulations
promulgated thereunder, or interpretations of the Securities and Exchange
Commission or its staff and (b) as described in the Prospectus and this
Statement of Additional Information.
3. UNDERWRITING. The Fund will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent
that, in connection with the disposition of portfolio securities (including
restricted securities), the Fund may be deemed an underwriter under certain
federal securities laws.
4. REAL ESTATE. The Fund will not purchase or sell real estate. This
limitation is not applicable to investments in securities which are secured
by or represent interests in real estate. This limitation does not preclude
the Fund from investing in mortgage-related securities, or investing in
companies which are engaged in the real estate business or have a significant
portion of their assets in real estate (including real estate investment
trusts).
5. COMMODITIES. The Fund will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed
by commodities or from investing in companies which are engaged in a
commodities business or have a significant portion of their assets in
commodities.
6. LOANS. The Fund will not make loans to other persons, except
(a) by loaning portfolio securities, (b) by engaging in repurchase
agreements, or (c) by purchasing nonpublicly offered debt securities. For
purposes of this limitation, the term "loans" shall not include the purchase
of a portion of an issue of publicly distributed bonds, debentures or other
securities.
7. CONCENTRATION. The Fund will not invest 25% or more of its total
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S. government, its
agencies and instrumentalities or repurchase agreements with respect thereto.
With respect to the percentages adopted by the Fund as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of the policy or limitation unless
the excess results immediately and directly from the acquisition of any
security or the action taken. It is the current position of the SEC staff
that the provisions of this paragraph do not apply to a fund's borrowing
policy (paragraph 1 above). As long as the SEC staff maintains that
position, neither Fund will apply the provisions to its borrowing policy.
Notwithstanding the concentration limitation in paragraph 7, any
investment company, whether organized as a trust, association or corporation,
or a personal holding company, may be merged or consolidated with or acquired
by the Fund, provided that if such merger, consolidation or acquisition
results in any concentration prohibited 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 this Statement of
Additional Information.
4. SHORT SALES. The Fund will not effect short sales of securities
unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short.
5. ILLIQUID INVESTMENTS. The Fund will not invest more than 15% of
its net assets in securities for which there are legal or contractual
restrictions on resale and other illiquid securities.
STATE RESTRICTIONS
To comply with the current blue sky regulations of the State of Ohio,
the Fund presently intends to observe the following restrictions, which may
be changed by the Board of Trustees without shareholder approval.
The Fund will not purchase or retain securities of any issuer if the
Trustees and officers of the Fund or of the Adviser, who individually own
beneficially more than 0.5% of the outstanding securities of such issuer,
together own beneficially more than 5% of such securities. The Fund will
not purchase securities issued by other investment companies except by
purchase in the open market where no commission or profit to a sponsor or
dealer results from such purchase other than customary broker's commission
or except when such purchase is part of a plan of merger, consolidation,
reorganization or acquisition. The Fund will not borrow (other than by
entering into reverse repurchase agreements), pledge, mortgage or
hypothecate more than one-third of its total assets. In addition, the Fund
will engage in borrowing (other than reverse repurchase agreements) only for
emergency or extraordinary purposes and not for leverage. The Fund will not
invest more than 15% of its total assets in securities of issuers which,
together with any predecessors, have a record of less than three years
continuous operation or securities of issuers which are restricted as to
disposition. The Fund will not purchase the securities 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
Information contained in the Prospectus under the heading "Organization and
Operation of the Fund" is incorporated herein by reference. The names of the
executive officers and Trustees of the Fund are shown in the table below.
Each Trustee who is an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<CAPTION>
Position 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: 56
*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: 40
*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: 43
Donald N. Lorenz Trustee Since December, 1980,
367 West Second Street Vice President-Finance
Dayton, Ohio 45402 and Treasurer, Price
Age: 61 Brothers Company (con-
crete pipe products)
Thomas H. Rodgers Trustee Since July, 1986, Vice
World Headquarters Blvd. President-General Counsel
Troy, Ohio 45373 and Secretary, Premark
Age: 51 International, Inc. Food
Equipment Group
_________________________
<FN>
<F1> Each of these individuals serves as a director of the Adviser.
</FN>
</TABLE>
Each of the foregoing Trustees also is a Trustee of PC&J Performance Fund.
As of March 1, 1996, all Trustees and officers of the Fund as a group owned
less than 1% of the outstanding shares of the Fund.
The compensation paid to the Trustees of the Fund for the year ended
December 31, 1995 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 $300 $0 $0 $600
Thomas H. Rodgers $300 $0 $0 $600
</TABLE>
The Fund and PC&J Performance Fund are the two investment companies in the PC&J
Mutual Funds complex. They have identical Boards of Trustees, and Board and
committee meetings of both Funds are held at the same time. Although the fees
paid to Trustees are expenses of the Funds, Service Corp. makes the actual
payment pursuant to its management agreements with the Funds, which obligate
Service Corp. to pay all of the operating expenses of the Funds (with limited
exceptions).
PRINCIPAL HOLDERS OF EQUITY SECURITIES
The following table sets forth each person or group known to the Fund to be
the record and beneficial owner of five percent (5%) or more of the Fund's
shares as of March 31, 1996:
<TABLE>
<CAPTION>
Title of Name and Address of Percent of
Class Record and Beneficial Owner Ownership
<S> <C> <C>
Shares of VAC Distribution Co. Pension Trust 5.24%
Beneficial P.O. Box 276
Interest West Carrollton, Ohio 45449
Shares of Thermoseal Pension Trust 6.60%
Beneficial 2350 Campbell Road
Interest Sidney, Ohio 45365
Shares of Riverside Pediatrics Pension Trust 5.99%
Beneficial 2559 Tremont Road
Interest Columbus, Ohio 43221
</TABLE>
INVESTMENT ADVISER
Information contained in the Prospectus under the heading "Organization and
Operation of the Fund" is incorporated herein by reference.
The Fund's President, Treasurer and Secretary are the President, Treasurer
and Secretary, respectively, of Adviser and own in the aggregate a
controlling interest in Adviser.
For the Fund's fiscal years ended December 31, 1993, 1994 and 1995, the
Adviser was paid $76,168, $77,284 and $73,147 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, no such state expense
limitations apply to the Fund.
MANAGER AND TRANSFER AGENT
Information contained in the Prospectus under the heading "Organization and
Operation of the Fund" is incorporated herein by reference.
For the Fund's fiscal years ended December 31, 1993, 1994 and 1995, Service
Corp. was paid $76,168, $77,284 and $73,146 respectively, under the
Management Agreement.
Service Corp. has agreed to pay the Fund's organizational costs and to
provide and pay the compensation for the Fund's officers and employees, to
provide and pay for office space and facilities required for its operation
and generally to provide and pay for the general administration and operation
of the Fund, including its compliance obligations under state and federal
laws and regulations (but excluding interest, taxes, brokerage and
extraordinary expenses and fees payable under the Investment Advisory
Agreement and Management Agreement, all of which are payable by the Fund).
CUSTODIAN
Information contained in the Prospectus under the heading "Organization and
Operation of the Fund" is incorporated herein by reference.
AUDITORS
Information contained in the Prospectus under the heading "Auditors" is
incorporated herein by reference.
The Auditors' principal business address is: 1700 Courthouse Plaza Northeast,
Dayton, Ohio 45402.
It is expected that such independent public accountants will audit the annual
financial statements of the Fund, assist in the preparation of the Fund's
federal and state tax returns and review certain of the Fund's filings with
the Securities and Exchange Commission.
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION
Subject to the policies established by the Board of Trustees of the Fund,
the Adviser is responsible for the Fund's portfolio decisions and the placing
of the Fund's portfolio transactions. In executing such transactions, the
Adviser seeks to obtain the best net results for the Fund taking into account
such factors as price (including the applicable brokerage commission or
dealer spread), size of order, difficulties of execution and operational
facilities of the firm involved and the firm's risk in positioning a block
of securities. While the Adviser generally seeks reasonably competitive
commission rates, for the reasons stated in the prior sentence the Fund will
not necessarily be paying the lowest commission or spread available.
The Adviser may consider (a) provision of research, statistical and other
information to the Fund or to the Adviser, and (b) the occasional sale by a
broker-dealer of Fund shares as factors in the selection of qualified
broker-dealers who effect portfolio transactions for the Fund so long as the
Adviser's ability to obtain the best net results for portfolio transactions
of the Fund is not diminished. Such research services include supplemental
research, securities and economic analyses, and statistical services and
information with respect to the availability of securities or purchaser or
seller of securities. Such research services may also be useful to the
Adviser in connection with its services to other clients. Similarly, research
services provided by brokers serving such other clients may be useful to the
Adviser in connection with its services to the Fund. Although this
information and the occasional sale by a broker-dealer of Fund shares is
useful to the Fund and the Adviser, it is not possible to place a dollar
value on it. It is the opinion of the Board of Trustees and the Adviser that
the review and study of this information and the occasional sale by a
broker-dealer of Fund shares will not reduce the overall cost to the Adviser
of performing its duties to the Fund under the Investment Advisory Agreement.
The Fund is not authorized to pay brokerage commissions which are in excess
of those which another qualified broker would charge solely by reason of
brokerage, research or occasional sales services provided.
To the extent that the Fund and other clients of the Adviser seek to acquire
the same security at about the same time, the Fund may not be able to acquire
as large a position in such security as it desires or it may have to pay a
higher price for the security. Similarly, the Fund may not be able to obtain
as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same
securities are bought or sold at the same time by more than one client, the
resulting participation in volume transactions could produce better
executions for the Fund. In the event that more than one client purchases or
sells the same security on a given date, the purchases and sales will be
allocated by the Adviser in a manner that is fair and equitable to all
parties involved.
DISTRIBUTION EXPENSE PLAN
Information contained in the Prospectus under the heading "Distribution
Expense Plan" is incorporated herein by reference.
DESCRIPTION OF SHARES AND TAXES
Information contained in the Prospectus under the heading "Description of
Shares and Taxes" is incorporated herein by reference.
Shareholders have neither any preemptive rights to subscribe for additional
shares nor any cumulative voting rights. In the event of a liquidation,
shareholders of the Fund are entitled to receive the excess of the assets of
theFund over the liabilities of the Fund in proportion to the shares of the
Fundheld by them.
The Fund has qualified and intends to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended.
HOW TO INVEST IN THE FUND
Information contained in the Prospectus under the heading "How to Invest in
the Fund" is incorporated herein by reference.
INITIAL INVESTMENT BY MAIL
Information contained in the Prospectus under the heading "How to Invest in
the Fund - Initial Investments by Mail" is incorporated herein by reference.
INITIAL INVESTMENTS BY WIRE
Information contained in the Prospectus under the heading "How to Invest in
the Fund - Initial Investments by Wire" is incorporated herein by reference.
SUBSEQUENT INVESTMENTS
Information contained in the Prospectus under the heading "How to Invest in
the Fund - Subsequent Investments" is incorporated herein by reference.
EFFECTIVE DATE OF PURCHASE
Information contained in the Prospectus under the heading "How to Invest in
the Fund - Effective Date of Purchase" is incorporated herein by reference.
HOW TO REDEEM YOUR INVESTMENT
Information contained in the Prospectus under the heading "How to Redeem Your
Investment" is incorporated herein by reference.
DETERMINATION OF SHARE PRICE
Information contained in the Prospectus under the heading "Determination of
Share Price" is incorporated herein by reference.
FINANCIAL STATEMENTS
[LOGO]
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders,
PC&J Preservation Fund:
We have audited the accompanying statement of assets and
liabilities, including the schedule of investments of the PC&J
Preservation Fund as of December 31, 1995, the related
statement of operations for the year then ended, and the
statements of changes in net assets and the financial
highlights for each of the years presented. These financial
statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements and financial highlights are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned as of December 31, 1995 by correspondence with
the Fund's custodian and brokers. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial
highlights present fairly, in all material respects, the
financial position of the PC&J Preservation Fund at December
31, 1995, the results of its operations, the changes in its net
assets, and the financial highlights for the respective stated
years in conformity with generally accepted accounting
principles.
\S\ Deloitte & Touche, LLP
January 22, 1996
PC&J PRESERVATION FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PERCENT YEARS
OF NET TO PRINCIPAL MARKET
SECURITY (Note A) ASSETS MATURITY AMOUNT VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. GOVERNMENT OBLIGATIONS:
Maturity of 1 - 5 years: 42.3%
U.S.Treasury Notes, 5.250%,
due 07/98 2.50 500,000 $ 500,156
Federal Nat'l. Mortgage Assoc.
Step Notes, 5.550%, due 10/98 2.75 750,000 745,845
Federal Nat'l. Mortgage Assoc.
Notes, 4.875%, due 10/98 2.75 1,000,000 984,063
Federal Home Loan Bank Notes,
5.440%, due 12/98 3.00 500,000 496,850
Federal Nat'l Mortgage Assoc.
Notes, 9.550%, due 03/99 3.25 1,000,000 1,118,437
U.S. Treasury Notes,
7.000%, due 04/99 3.25 1,500,000 1,575,938
U.S. Treasury Notes,
6.500%, due 04/99 3.25 1,500,000 1,554,844
------------
6,976,133
Maturity of 6 - 10 years: 31.7
U.S. Treasury Notes,
6.375%, due 08/02 6.75 2,000,000 2,099,375
U.S. Treasury Notes,
5.875%, due 02/04 8.00 1,000,000 1,020,312
Federal Nat'l. Mortgage Assoc.
Notes, 7.600%, due 04/04 8.25 500,000 511,406
U.S. Treasury Notes,
7.250%, due 08/04 8.75 500,000 556,094
Federal Home Loan Mortgage Corp.
Notes, 7.510%, due 08/05 9.75 1,000,000 1,030,970
------------
5,218,157
Maturity of more than 10 years - 7.2
U.S. Treasury Bonds,
8.750%, due 11/08 12.75 1,000,000 1,190,000
------ ------------
TOTAL U.S. GOVERNMENT OBLIGATIONS
(Cost $12,804,631) 81.2% $13,384,290
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
Page 2
PC&J PRESERVATION FUND
SCHEDULE OF INVESTMENTS (Continued)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PERCENT YEARS
OF NET TO PRINCIPAL MARKET
SECURITY (Note A) ASSETS MATURITY AMOUNT VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TOTAL U.S. GOVERNMENT OBLIGATIONS
FORWARD (Cost $12,804,631) 81.2% $13,384,290
------ ------------
U.S. CORPORATE OBLIGATIONS:
Maturity of less than 1 year - 3.1
Associated Corp. of NA Notes,
8.800%, due 03/96 0.25 500,000 502,490
Maturity of 1 - 5 years - 3.2
Lehman Brothers Holding Inc.
Notes, 5.750%, due 02/98 2.25 525,000 523,215
Maturity of 6 - 10 years : 6.1
American Express Credit Corp.
Notes, 6.125%, due 11/01 5.75 500,000 502,050
Walt Disney Step Notes,
7.500%, due 08/04 8.75 500,000 510,000
------ ------------
TOTAL U.S. CORPORATE OBLIGATIONS
(Cost $1,988,030) 12.4 2,037,755
------ ------------
TOTAL U.S. GOVERNMENT AND CORPORATE
OBLIGATIONS
(Cost $14,792,661) 93.6 15,422,045
SHORT-TERM OBLIGATIONS
(Cost $784,430) 4.8 784,430
------ ------------
TOTAL INVESTMENTS
(Cost $15,577,091) 98.4% $16,206,475
====== ============
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
Page 3
PC&J PRESERVATION FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments in securities, at market value
(Cost basis - $15,577,091) (Notes A & D) $16,206,475
------------
Receivables:
Interest 276,094
Capital stock purchases 3,039
------------
Total receivables 279,133
------------
Total assets 16,485,608
LIABILITIES - Accrued expenses (Note B) (13,821)
------------
NET ASSETS $16,471,787
============
SHARES OUTSTANDING
(Unlimited authorization - no par value) (Note C) 1,455,020
NET ASSET VALUE PER SHARE $11.32
============
NET ASSETS CONSIST OF:
Paid in capital $15,842,403
Net unrealized appreciation 629,384
------------
Net Assets $16,471,787
============
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
Page 4
PC&J PRESERVATION FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INVESTMENT INCOME - Interest (Note A): $ 960,409
------------
EXPENSES (Note B):
Investment advisory fee 73,147
Management fee 73,146
Taxes 357
------------
Total expenses 146,650
------------
NET INVESTMENT INCOME 813,759
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS (Note D):
Net realized gain on investments 52,173
Change in unrealized appreciation of investments 1,188,939
------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 1,241,112
------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 2,054,871
============
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
Page 5
PC&J PRESERVATION FUND
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income $ 813,759 $ 901,778
Net realized gain (loss) on investments 52,173 (49,421)
Change in unrealized appreciation
(depreciation) of investments 1,188,939 (1,242,737)
------------ ------------
Net increase (decrease) in net assets from operations 2,054,871 (390,380)
DIVIDENDS TO SHAREHOLDERS:
Dividends from net investment income (816,140) (899,398)
Dividends from net realized gain on investments (2,751) 0
CAPITAL STOCK TRANSACTIONS - Increase (decrease) in net
assets resulting from capital share transactions (Note C) 974,772 (667,642)
------------ ------------
Total increase (decrease) in net assets 2,210,752 (1,957,420)
------------ ------------
NET ASSETS:
Beginning of year 14,261,035 16,218,455
------------ ------------
End of year $16,471,787 $14,261,035
============ ============
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
Page 6
PC&J PRESERVATION FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PC&J Preservation Fund (the 'Fund') commenced operations on April 30, 1985,
as a 'no-load, open-end, diversified'investment company. It is organized
as an Ohio business trust and is registered under the Investment Company
Act of 1940.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates or
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(1) Security Valuations - Investments in securities traded on the over-
the-counter market are valued at the average of the reported bid and
ask prices. All other securities are valued using established
procedures which involve approximating the yield-to-maturity of similar
securities traded on a national exchange.
(2) Federal Income Taxes - The Fund has elected to be treated as a
regulated investment company and intends to comply with the
requirements under Subchapter M of the Internal Revenue Code and to
distribute all of its net investment income and realized gains on
security transactions.Accordingly, no provision for federal income
taxes has been made in the accompanying financial statements.
(3) Other - Security transactions are accounted for on the date the
securities are purchased or sold, (trade date). Realized gains and
losses on sales are determined using the first-in first-out method.
Dividends and distributions to shareholders are recorded on the
ex-dividend date. Interest income is accrued daily.
B. INVESTMENT ADVISORY AGREEMENT AND MANAGEMENT AGREEMENT
The Fund has an investment advisory agreement with Parker, Carlson &
Johnson, Inc. (the 'Advisor'), wherein the Fund pays the Advisor a monthly
advisory fee, accrued daily, based on an annual rate of one-half of one
percent of the daily net assets of the Fund. Investment advisory fees
were $73,147 for the year ended December 31, 1995.
The Fund has a management agreement with PC&J Service Corp., (the 'Service
Corp.'), wholly owned by the shareholders of the Advisor. The Fund pays
Service Corp. for the overall management of the Fund's business affairs,
exclusive of the services provided by the Advisor, and functions as the
Fund's transfer and dividend disbursing agent. Service Corp. pays all
expenses of the Fund (with certain exclusions) and is entitled to a monthly
fee, accrued daily, based on an annual rate of one-half of one percent of
the daily net assets of the Fund. Management fees were $73,146 for the
year ended December 31, 1995.
Certain officers and trustees of the Fund are officers and trustees, or
both, of the Advisor and of Service Corp.
- --------------------------------------------------------------------------------
Page 7
PC&J PRESERVATION FUND
NOTES TO FINANCIAL STATEMENTS - (Concluded)
- -------------------------------------------------------------------------------
C. CAPITAL STOCK TRANSACTIONS
<TABLE>
<CAPTION>
For the Year Ending For the Year Ending
December 31, 1995 December 31, 1994
----------------------- -----------------------
<S> <C> <C> <C> <C>
Shares sold 204,399 $ 2,304,454 130,906 $ 1,462,293
Shares issued in reinvestment of
dividends and capital gains
distributions 72,336 818,891 86,957 899,398
---------- ------------ ---------- ------------
276,735 3,123,345 217,863 2,361,691
Shares redeemed (200,290) (2,148,573) (273,888) (3,029,333)
---------- ------------ ---------- ------------
Net increase (decrease) 76,445 974,772 (56,025) (667,642)
Shares outstanding at beginning of
year 1,378,575 14,867,631 1,434,600 15,535,273
---------- ------------ ---------- ------------
Shares outstanding at end of year 1,455,020 $15,842,403 1,378,575 $14,867,631
========== ============ ========== ============
</TABLE>
D. INVESTMENT TRANSACTIONS
Securities purchased and sold (excluding short-term obligations) for the
year ended December 31, 1995, aggregated $3,998,087 and $3,529,729,
respectively.
At December 31, 1995 gross unrealized appreciation on investments was
$689,736 and gross unrealized depreciation on investments was $60,352 for
a net unrealized appreciation of $629,384 for financial reporting and
federal income tax purposes.
E. DISTRIBUTION EXPENSE
The Fund's shareholders have adopted a Distribution Expense plan pursuant
to Rule 12b-1 of the Investment Company Act of 1940. This Plan authorizes
payments under the Investment Advisory Agreement and Management Agreement
(See Note B) which might be deemed to be expenses primarily intended to
result in the sale of Fund shares. No other payments are authorized under
the Distribution Expense Plan.
- --------------------------------------------------------------------------------
Page 8
PC&J PRESERVATION FUND
FINANCIAL HIGHLIGHTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, 1993, 1992, AND 1991
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Selected Data for Each Share of
Capital Stock Outstanding
Throughout the Year 1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE-BEGINNING OF YEAR $10.34 $11.31 $11.24 $11.43 $10.96
-------- -------- -------- -------- --------
Income from investment operations:
Net investment income 0.59 0.70 0.67 0.82 0.80
Net realized and unrealized
gain (loss) on securities 0.98 (0.97) 0.28 (0.11) 0.57
-------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 1.57 (0.27) 0.95 0.71 1.37
-------- -------- -------- -------- --------
Less dividends:
From net investment income (0.59) (0.70) (0.67) (0.82) (0.80)
From net realized gain
on investments (0.00) (0.00) (0.21) (0.08) (0.10)
-------- -------- -------- -------- --------
TOTAL DIVIDENDS (0.59) (0.70) (0.88) (0.90) (0.90)
NET ASSET VALUE-END OF YEAR $11.32 $10.34 $11.31 $11.24 $11.43
======== ======== ======== ======== ========
TOTAL RETURN 15.18% -2.39% 8.45% 6.21% 12.50%
RATIOS TO AVERAGE NET ASSETS
Expenses 1.00% 1.00% 1.00% 1.00% 1.00%
Net investment income 5.56% 5.83% 5.87% 6.66% 7.04%
Portfolio turnover rate 25.62% 30.03% 37.13% 26.10% 33.58%
Net assets at end of year (000's) $16,472 $14,261 $16,218 $13,997 $14,716
</TABLE>
- --------------------------------------------------------------------------------
Page 9
PC&J PRESERVATION FUND
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Included in Part A:
Financial Highlights for the years ended December 31, 1995,
1994, 1993, 1992, 1991, 1990, 1989 and 1988, the nine months
ended December 31, 1987 and the year ended March 31, 1987
Included in Part B:
Independent Auditors' Report
Schedule of Investments at December 31, 1995
Statement of Assets and Liabilities at December 31, 1995
Statement of Operations for the year ended December 31, 1995
Statement of Changes in Net Assets for the years ended December
31, 1995 and 1994
Notes to Financial Statements
Financial Highlights for years ended December 31, 1995, 1994,
1993, 1992, and 1991
(b) Exhibits
(1) (i) Copy of Registrant's Declaration of Trust, which was filed
as an Exhibit to Registrant's Registration Statement, is
hereby incorporated by reference.
(ii) Copy of Amendment No. 1 to Registrant's Declaration of
Trust, which was filed as an Exhibit to Registrant's Post-
Effective Amendment No. 11, 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. 12, is hereby incorporated by
reference.
(2) (i) Copy of Registrant's By-Laws, which was filed as an Exhibit
to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(ii) Copy of Amendment No. 1 to Registrant's By-Laws, which was
filed as an Exhibit to Registrant's Post-Effective
Amendment No. 11, is hereby incorporated by reference.
(3) Voting Trust Agreements - None.
(4) Specimen of Share Certificate - None.
(5) (a) Copy of Registrant's Investment Advisory Agreement with its
Adviser, Parker Carlson & Johnson, Inc., which was filed as
an Exhibit to Registrant's Registration Statement, is
hereby incorporated by reference.
(b) (i) Copy of Registrant's Management and Transfer Agent
Agreement with PC&J Service Corp., which was filed as
an Exhibit to Registrant's Registration Statement, is
hereby incorporated by reference.
(ii) Copy of Amendment No. 1 to Registrant's Management and
Transfer Agent Agreement, which was filed as an
Exhibit to Registrant's Post-Effective Amendment
No. 11, is hereby incorporated by reference.
(6) Underwriting or Distribution Contracts and Agreements with
Principal Underwriters and Dealers - None.
(7) Bonus, Profit Sharing, Pension or Similar Contracts for the
benefit of Directors or Officers - None.
(8) Copy of Registrant's Agreement with the Custodian, Star Bank,
N.A., Cincinnati which was filed as an Exhibit to Registrant's
Registration Statement, is hereby incorporated by reference.
(9) Other Material Contracts - None.
(10) (i) Opinion and Consent of Brown, Cummins & Brown Co., L.P.A.,
which was filed with the Registrant's Form 24F-2 for the
fiscal year ended December 31, 1995, is hereby incorporated
by reference.
(ii) Opinion and Consent of Brown, Cummins & Brown Co., L.P.A.
is filed herewith.
(11) Consent of Deloitte & Touche, LLP is filed herewith.
(12) Financial Statements Omitted from Item 23 - None.
(13) Copy of Letter of Initial Stockholder, which was filed as an
Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(14) Model Plan used in Establishment of any Retirement Plan - None.
(15) Copy of Registrant's 12b-1 Distribution Expense Plan, which was
filed as an Exhibit to Registrant's Pre-Effective Amendment No.
1, is hereby incorporated by reference.
(16) Schedule for Computation of Each Performance Quotation - None.
(17) (i) Power of Attorney for Registrant and Certificate with
respect thereto are filed herewith.
(ii) Power of Attorney for Trustees and Officers of Registrant
are filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES (AS OF MARCH 1, 1996)
Title of Class Number of Record Holders
Shares of beneficial interest 148
ITME 27. INDEMNIFICATION
(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:
SECTION 6.4 INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. The Fund
shall indemnify each of its Trustees and officers (including
persons who serve at the Fund's request as directors, officers or
trustees of another organization in which the Fund has any interest
as a shareholder, creditor or otherwise (hereinafter referred to as
a "Covered Person") against all liabilities, including but not
limited to amounts paid in satisfaction of judgments, in compromise
or as fines and penalties, and expenses, including reasonable
accountants'and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person
may be or may have been involved as a party or otherwise or with
which such person may be or may have been threatened, while in
office or thereafter, by reason of being or having been such a
Trustee or officer, director or trustee, and except that no Covered
Person shall be indemnified against any liability to the Fund or
its Shareholders to which such Covered Person would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office ("disabling conduct").
Anything herein contained to the contrary notwithstanding, no
Covered Person shall be indemnified for any liability to the Fund
or its shareholders to which such Covered Person would otherwise
be subject unless (1) a final decision on the merits is made by a
court or other body before whom the proceeding was brought that
the Covered Person to be indemnified is not liable by reason of
disabling conduct or, (2) in the absence of such a decision, a
reasonable determination is made, based upon a review of the facts,
that the Covered Person was not liable by reason of disabling
conduct, by (a) the vote of a majority of a quorum of Trustees who
are neither "interested persons" of the Fund as defined in the
Investment Company Act of 1940 nor parties to the proceeding
("disinterested, non-party Trustees"), or (b) an independent legal
counsel in a legal opinion.
SECTION 6.5 ADVANCES OF EXPENSES. The Fund shall advance
attorneys' fees or other expenses incurred by a Covered Person in
defending a proceeding, upon the undertaking by or on behalf of
the Covered Person to repay the advance unless it is ultimately
determined that such Covered Person is entitled to indemnification,
so long as one of the following conditions is met: (i) the Covered
Person shall provide security for his undertaking, (ii) the Fund
shall be insured against losses arising by reason of any lawful
advances, or (iii) a majority of a quorum of the disinterested
non-party Trustees of the Fund, or an independent legal counsel
in a written opinion, shall determine, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that
there is reason to believe that the Covered Person ultimately will
be found entitled to indemnification.
SECTION 6.6 INDEMNIFICATION NOT EXCLUSIVE, ETC. The right of
indemnification provided by this Article VI shall not be exclusive
of or affect any other rights to which any such Covered Person may
be entitled. As used in this Article VI, "Covered Person" shall
include such person's heirs, executors and administrators, an
"interested Covered Person" is one against whom the action, suit
or other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or has been
pending or threatened, and a "disinterested" person is a person
against whom none of such actions, suits or other proceedings or
another action, suit or other proceeding on the same or similar
grounds is then or has been pending or threatened. Nothing
contained in this Article VI shall affect any rights to
indemnification to which personnel of the Fund, other than
Trustees and officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Fund to
purchase and maintain liability insurance on behalf of any such
person.
The Registrant may not pay for insurance which protects the
Trustees and officers against liabilities rising from action
involving willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of their
offices.
(b) The Registrant may maintain a standard mutual fund and investment
advisory professional and directors and officers liability policy.
The policy, if maintained, would provide coverage to the Registrant,
its Trustees and officers, and its Adviser, among others. Coverage
under the policy would include losses by reason of any act, error,
omission, misstatement, misleading statement, neglect or breach of
duty.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the provisions of
Ohio law and the Declaration of Trust of the Registrant or the
By-Laws of the Registrant, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a trustee, officer or controlling person of the Fund in
the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
None.
ITEM 29. PRINCIPAL UNDERWRITERS
None.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Kathleen A. Carlson, 300 Old Post Office, 120 West Third Street,
Dayton, Ohio 45402, has been charged with the responsibility of
maintaining physical possession of each account, book or other
document required to be maintained by Section 31(a) to the
Investment Company Act of 1940 and the rules promulgated
thereunder.
ITEM 31. MANAGEMENT SERVICES NOT DISCUSSED IN PARTS A OR B
None.
ITEM 32. UNDERTAKINGS
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the Registrant's
latest annual report to shareholders, upon request and
without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act
of 1933 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of
Cincinnati, and State of Ohio on this 29th day of March, 1996.
PC&J PRESERVATION FUND
By:
DONALD S. MENDELSOHN, 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 O. Parker III President, Trustee )
and Principal )
Executive )
Officer )
)
Kathleen A. Carlson Treasurer, Trustee, )
Principal Financial )
and Accounting )
Officer )
) By:______________________
) Donald S. Mendelsohn,
) Attorney-in-Fact
) March 29, 1996
James M. Johnson Secretary and )
Trustee )
)
)
Donald N. Lorenz Trustee )
)
Thomas H. Rodgers Trustee )
EXHIBIT INDEX
1. Opinion of Brown, Cummins & Brown Co., L.P.A. ................ Ex-99.B10
2. Consent of Deloitte & Touche, LLP............................. Ex-99.B11
3. Power of Attorney for Registrant and Certificate ............. Ex-99.B17i
4. Power of Attorney for Trustees and Officers of Registrant .... Ex-99.B17ii
March 29, 1996
PC&J Preservation Fund
300 Old Post Office
120 West Third Street
Dayton, Ohio 45402
Gentlemen:
This letter is in response to your request for our opinion in connection
with the filing of the Post-Effective Amendment No. 13 to the Registration
Statement of PC&J Preservation Fund.
We have examined a copy of (a) the Fund's Declaration of Trust and
amendments thereto, (b) the Fund's By-Laws and amendments thereto, and (c) all
such agreements, certificates of public officials, certificates of officers and
representatives of the Fund and others, and such other documents, papers,
statutes and authorities as we deem necessary to form the basis of the opinion
hereinafter expressed. We have assumed the genuineness of the signatures and
the conformity to original documents or the copies of such documents supplied
to us as original or photostat copies.
Based upon the foregoing, we are of the opinion that the shares of the
Fund, which are registered pursuant to the Amendment, if issued in accordance
with the Prospectus and Statement of Additional Information of the Fund, will
be legally issued, fully paid and non-assessable.
Post-Effective Amendment No. 13 does not contain any disclosures which
would render it ineligible to become effective pursuant to Rule 485(b).
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to the Post-Effective
Amendment No. 13.
Sincerely yours,
BROWN, CUMMINS & BROWN CO., L.P.A.
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 13 to Registration
Statement No. 2-95285 of PC&J Preservation Fund of our report dated
January 22, 1996 appearing in the Statement of Additional Information, which
is a part of such Registration Statement, and to the reference to us under
the caption "Financial Highlights" appearing in the Prospectus, which is
also a part of such Registration Statement.
/s/ Deloitte & Touche LLP
Dayton, Ohio
March 27, 1996
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PRESERVATION FUND, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 13 to its Registration Statement; and
NOW, THEREFORE, the Trust hereby constitutes and appoints JAMES R. CUMMINS
and DONALD S. MENDELSOHN, and each of them, its attorneys for it and in its
name, place and stead, to execute and file such Post-Effective Amendment
No. 13, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as it might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the Trust has caused its name to be subscribed hereto
by the President this 2nd day of February, 1996.
ATTEST: PC&J PRESERVATION FUND
/s/ By: /s/
JAMES M. JOHNSON, Secretary LESLIE O. PARKER III, President
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state, personally
appeared LESLIE O. PARKER, III, President and JAMES M. JOHNSON, Secretary, who
represented that they are duly authorized in the premises, and who are known to
me to be the persons described in and who executed the foregoing instrument,
and they duly acknowledged to me that they executed and delivered the same for
the purposes therein expressed.
WITNESS my hand and official seal this 2nd day of February, 1996.
/s/
Notary Public
CERTIFICATE
The undersigned, Secretary of PC&J PRESERVATION FUND, hereby certifies
that the following resolution was duly adopted by a majority of the Board of
Trustees at the meeting held on February 2, 1996, and is in full force and
effect:
"WHEREAS, PC&J PRESERVATION FUND, a business trust organized
under the laws of the State of Ohio (hereinafter referred to as
the "Trust"), proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and
the Investment Company Act of 1940, as amended, Post-Effective
Amendment No. 13 to its Registration Statement;
NOW, THEREFORE, the Trust hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, its
attorneys for it and in its name, place and stead, to execute and
file such Post-Effective Amendment No. 13, hereby giving and
granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all
intents and purposes as it might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do or cause to be done
by virtue hereof."
Dated: February 2, 1996 /s/
JAMES M. JOHNSON, Secretary
PC&J Preservation Fund
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PRESERVATION FUND, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 13 to its Registration Statement; and
WHEREAS, the undersigned is a Trustee and the President and Chief
Executive Officer of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES R.
CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such Post-Effective Amendment No. 13, hereby giving and
granting to said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd day
of February, 1996.
/s/
LESLIE O. PARKER III, Trustee, President
and Chief Executive Officer
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state, personally
appeared LESLIE O. PARKER III, known to me to be the person described in and
who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 2nd day of February, 1996.
/s/
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PRESERVATION FUND, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 13 to its Registration Statement; and
WHEREAS, the undersigned is a Trustee and the Treasurer and Principal
Financial and Accounting Officer of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES R.
CUMMINS and DONALD S. MENDELSOHN, and each of them, her attorneys for her and
in her name, place and stead, and in her office and capacity in the Trust, to
execute and file such Post-Effective Amendment No. 13, hereby giving and
granting to said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd day
of February, 1996.
/s/
KATHLEEN A. CARLSON, Trustee, Treasurer and
Principal Financial and Accounting Officer
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state, personally
appeared KATHLEEN A. CARLSON, known to me to be the person described in and who
executed the foregoing instrument, and who acknowledged to me that she executed
and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 2nd day of February, 1996.
/s/
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PRESERVATION FUND, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 13 to its Registration Statement; and
WHEREAS, the undersigned is a Trustee and the Secretary of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES R.
CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such Post-Effective Amendment No. 13, hereby giving and
granting to said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd day
of February, 1996.
/s/
JAMES M. JOHNSON, Trustee and Secretary
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state, personally
appeared JAMES M. JOHNSON, known to me to be the person described in and who
executed the foregoing instrument, and who acknowledged to me that he executed
and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 2nd day of February, 1996.
/s/
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PRESERVATION FUND, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 13 to its Registration Statement; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES R.
CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such Post-Effective Amendment No. 13, hereby giving and
granting to said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd day
of February, 1996.
/s/
DONALD N. LORENZ, Trustee
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state, personally
appeared DONALD N. LORENZ, known to me to be the person described in and who
executed the foregoing instrument, and who acknowledged to me that he executed
and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 2nd day of February, 1996.
/s/
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J PRESERVATION FUND, a business trust organized under the laws
of the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 13 to its Registration Statement; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES R.
CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such Post-Effective Amendment No. 13, hereby giving and
granting to said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd day
of February, 1996.
/s/
THOMAS H. RODGERS, Trustee
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state, personally
appeared THOMAS H. RODGERS, known to me to be the person described in and who
executed the foregoing instrument, and who acknowledged to me that he executed
and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 2nd day of February, 1996.
/s/
Notary Public
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FUND'S FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED
DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 01
<NAME> PC&J PRESERVATION FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 15577091
<INVESTMENTS-AT-VALUE> 16206475
<RECEIVABLES> 279133
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 16485608
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13821
<TOTAL-LIABILITIES> 13821
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15842403
<SHARES-COMMON-STOCK> 1455020
<SHARES-COMMON-PRIOR> 1378575
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 629384
<NET-ASSETS> 16471787
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 960409
<OTHER-INCOME> 0
<EXPENSES-NET> 146650
<NET-INVESTMENT-INCOME> 813759
<REALIZED-GAINS-CURRENT> 52173
<APPREC-INCREASE-CURRENT> 1188939
<NET-CHANGE-FROM-OPS> 2054871
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 816140
<DISTRIBUTIONS-OF-GAINS> 2751
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 204399
<NUMBER-OF-SHARES-REDEEMED> 200290
<SHARES-REINVESTED> 72336
<NET-CHANGE-IN-ASSETS> 2210752
<ACCUMULATED-NII-PRIOR> 2380
<ACCUMULATED-GAINS-PRIOR> (49421)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 73147
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 146650
<AVERAGE-NET-ASSETS> 14625052
<PER-SHARE-NAV-BEGIN> 10.34
<PER-SHARE-NII> .59
<PER-SHARE-GAIN-APPREC> .98
<PER-SHARE-DIVIDEND> .59
<PER-SHARE-DISTRIBUTIONS> .002
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.32
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
