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. 14 /X/
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 15 /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: 937/223-0600
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James M. Johnson, 300 Old Post Office, 120 West Third Street,
Dayton, Ohio 45402
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(Name and Address of Agent for Service)
Copy to: Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.,
3500 Carew Tower, Cincinnati, Ohio 45202
Approximate Date of Proposed Public Offering: March 14, 1997
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/X/ on March 13, 1997 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of Rule 485
The Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940. A Form 24F-2 with respect
to the Registrant's fiscal year ended December 31, 1996 was filed
with the Securities and Exchange Commission on February 24, 1997.
<PAGE>
PC&J PRESERVATION FUND
Cross Reference Sheet Required By
Rule 481(a) under the Securities Act of 1933
<TABLE>
<CAPTION>
PART A OF FORM N-1A ITEM NO. CAPTION(S) IN PROSPECTUS
---------------------------- ------------------------
<S> <C>
1 ........................... Cover Page
2 ........................... Fee Table
3 ........................... Financial Highlights
4 ........................... Organization And Operation Of The Fund
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
8 ........................... How To Redeem Your Investment
9 ........................... None
<CAPTION>
CAPTION(S) IN STATEMENT
PART B OF FORM N-1A ITEM NO. OF ADDITIONAL INFORMATION
---------------------------- -------------------------
<S> <C>
10 .......................... Cover Page
11 .......................... Table Of Contents
12 .......................... None
13 .......................... Investment Objective And Policies
14 .......................... Organization And Operation Of The Fund
15 .......................... Organization And Operation Of The Fund
16 .......................... Organization And Operation Of The Fund,
Distribution Expense Plan
17 .......................... Portfolio Transactions And Brokerage
Allocation
18 .......................... Description Of Shares And Taxes
19 .......................... How To Invest In The Fund, Determination
Of Share Price
20 .......................... Description Of Shares And Taxes
21 .......................... Not Applicable
22 .......................... None
23 .......................... Financial Statements
</TABLE>
<PAGE>
PROSPECTUS
March 14, 1997
PC&J 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 March 14, 1997 has
been filed with the Securities and Exchange Commission and is incorporated
by reference in its entirety into this Prospectus. A copy of the Statement
of Additional Information can be obtained at no charge by calling the Fund
at 937-223-0600.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
FEE TABLE........................................................ 2
FINANCIAL HIGHLIGHTS............................................. 3
INVESTMENT OBJECTIVE AND POLICIES................................ 3
ORGANIZATION AND OPERATION OF THE FUND........................... 5
DISTRIBUTION EXPENSE PLAN........................................ 6
DESCRIPTION OF SHARES AND TAXES.................................. 6
HOW TO INVEST IN THE FUND........................................ 7
HOW TO REDEEM YOUR INVESTMENT.................................... 8
DETERMINATION OF SHARE PRICE..................................... 8
AUDITORS......................................................... 9
NEW ACCOUNT APPLICATION.......................................... 9
APPENDIX......................................................... 10
</TABLE>
FEE TABLE
<TABLE>
<CAPTION>
Shareholder Transaction Expenses
<S> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 0%
Maximum Sales Load Imposed on Reinvested
Dividends (as a percentage of offering
price) 0%
Deferred Sales Load (as a percentage
of original purchase price or redemption
proceeds, as applicable) 0%
Redemption Fees (as a percentage of
amount redeemed, if applicable) 0%
Exchange Fee 0%
<CAPTION>
Annual Fund Operating Expenses(as a percentage of average net assets)
<S> <C>
Management Fees 0.50%
12b-1 Fees 0%
Other Expenses 0.50%
Total Fund Operating Expenses 1.00%
</TABLE>
<TABLE>
<CAPTION>
Example 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
You would pay the
following expenses on
a $1,000 investment,
assuming (1) 5% annual
return and (2) redemption
at the end of each time
period: $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, 1996, 1995, 1994, 1993, 1992, 1991, 1990, 1989 and 1988, the
nine month period ended December 31, 1987. Such information has been
derived from data contained in financial statements audited by Deloitte &
Touche LLP, independent auditors. Such information should
be read in conjunction with the financial statements appearing in the Fund's
Statement of Additional Information. The Fund's Annual Report contains
additional performance information and will be made available upon request
and without charge.
<PAGE>
PC&J PRESERVATION FUND
FINANCIAL HIGHLIGHTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, 1994, 1993,
1992, 1991, 1991, 1990, 1989, AND 1988,
AND THE NINE MONTHS ENDED DECEMBER 31, 1987
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<TABLE>
<CAPTION>
Selected Data for Each Share December December December December December
of Capital Stock Outstanding 1996 1995 1994 1993 1992
Throughout the Year -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE-BEGINNING OF YEAR $11.32 $10.34 $11.31 $11.24 $11.43
Income from investment operations:
Net investment income 0.62 0.59 0.70 0.67 0.82
Net realized and unrealized
gain (loss) on securities (0.31) 0.98 (0.97) 0.28 (0.11)
-------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS 0.31 1.57 (0.27) 0.95 0.71
Less dividends:
Dividends from net investment (0.62) (0.59) (0.70) (0.67) (0.82)
income
Distributions from net
realized capital gains ( 0.04) 0.00 0.00 (0.21) (0.08)
-------- -------- -------- -------- --------
TOTAL DIVIDENDS (0.66) (0.59) (0.70) (0.88) (0.90)
NET ASET VALUE-END OF YEAR $10.97 $11.32 $10.34 $11.31 $11.24
Total return 2.75% 15.18% -2.39% 8.45% 6.21%
RATIOS TO AVERAGE NET ASSETS
Expenses 1.00% 1.00% 1.00% 1.00% 1.00%
Net investment income 5.38% 5.56% 5.83% 5.87% 6.66%
Net assets at end of year (000's) $16,151 $16,472 $14,261 $16,218 $13,997
Portfolio turnover rate 28.66% 25.62% 30.03% 37.13% 26.10%
<CAPTION>
Selected Data for Each Share December December December December December
of Capital Stock Outstanding 1991 1990 1989 1988 1987
Throughout the Year -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE-BEGINNING OF YEAR $10.96 $10.76 $10.48 $10.73 $10.92
Income from investment operations:
Net investment income 0.80 0.79 0.87 0.80 0.51
Net realized and unrealized
gain (loss) on securities 0.57 0.21 0.31 (0.25) (0.19)
-------- -------- -------- -------- --------
TOAL FROM INVESTMENT OPERATIONS 1.37 1.00 1.18 0.55 0.32
Less dividends:
Dividends from net investment (0.80) (0.79) (0.87) (0.80) (0.51)
income
Distributions from net
realized capital gains (0.10) (0.01) (0.03) 0.00 0.00
-------- -------- -------- -------- --------
TOTAL DIVIDENDS (0.90) (0.80) (0.90) (0.80) (0.51)
NET ASET VALUE-END OF YEAR $11.43 $10.96 $10.76 $10.48 $10.73
Total return 12.50% 9.29% 11.26% 5.13% 2.93%
RATIOS TO AVERAGE NET ASSETS
Expenses 1.00% 1.00% 1.00% 1.00% 1.00%<F1>
Net investment income 7.04% 7.44% 7.40% 6.81% 6.65%<F1>
Net assets at end of year (000's) $14,716 $13,357 $11,152 $11,473 $10,250
Portfolio turnover rate 33.58% 36.79% 19.31% 33.08% 14.03%<F1>
<FN>
<F1> Annualized
</FN>
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</TABLE>
See notes to financial statements appearing in the Fund's
Statement of Additional Information.
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is preservation of capital through
investment in fixed-income obligations. This investment objective may be
changed without the affirmative vote of a majority of the outstanding voting
securities of the Fund.
The Fund seeks to achieve this objective by investing primarily in 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 theoutstanding 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 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 12), to the Custodian at the following address:
PC&J - Lockbox Account
Location 0614
Cincinnati, Ohio 45264-0614
The Fund confirms with the Custodian, by telephone and on a daily basis as
required, the receipt by the Custodian of the foregoing information, payment
and properly completed new account application.
INITIAL INVESTMENTS BY WIRE
You may purchase shares of the Fund by wire, in at least the minimum amount,
by (a) first completing and signing the new account application,
(b) telephoning (937-223-0600) the information contained in the new account
application to the Fund, (c) mailing the completed and signed new account
application to the Custodian at the address set forth in the preceding
paragraph, and (d) instructing your bank to wire Federal Funds to the
Custodian. Your bank may charge you a fee for sending such wire.
SUBSEQUENT INVESTMENTS
You may purchase additional shares of the Fund by (a) first providing the
Fund, by mail or by telephone, the necessary information concerning the name
of your account and its number and (b) thereafter providing the Custodian the
necessary payment, which may be by check or by wire transfer, as described
above.
EFFECTIVE DATE OF PURCHASE
The Fund confirms with the Custodian, by telephone and on a daily basis as
required, the receipt by the Fund or the Custodian of the foregoing
information, payment and properly completed new account application. The
Fund will deem a purchase to be effective only after confirmation of the
receipt of such information, payment and the proper completion of the new
account application. The Fund's transfer agent, Service Corp., mails you
confirmations of all investments and redemptions.
HOW TO REDEEM YOUR INVESTMENT
The Fund will redeem all or part of your shares without charge at the net
asset value next determined after receipt by the Fund of your properly
completed written request for redemption. Payment for shares of the Fund
tendered for redemption is made within 7 days after tender in proper form.
However, payment 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 eachday 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.
Fixed income securities are generally valued by using market quotations, but
may be valued on the basis of prices calculated using a matrix methodology
when the Advisor believes such prices accurately reflect the fair market
value of such securities. The matrix pricing methodology utilizes yield
spreads relating to securities with similar characteristics to determine
prices for normal institutional-size trading units of debt securities without
regard to sale or bid prices. When prices cannot be readily estimated using
the matrix methodology, or when restricted or illiquid securities are being
valued, securities are valued at fair value as determined in good faith by
the Adviser, subject to review of the Board of Trustees. Short term
investments in fixed income securities with maturities of less than 60 days
when acquired, or which subsequently are within 60 days of maturity, are
valued by using the amortized cost method of valuation, which the Board has
determined will represent fair value. The share price of the Fund will
fluctuate with the value of its portfolio securities.
AUDITORS
The Fund has selected the firm of Deloitte & Touche LLP as the independent
auditors for the Fund. Deloitte & Touche will be paid for its services by
Service Corp.
<PAGE>
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 PC&J Lockbox
Account, 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
- ------------------------------------------------------------------------------
1. REGISTRATION (Complete one section only)
___________________________________ _______________
INDIVIDUALS First Name Initial Last Name Social Security
AND Number
JOINT TENANTS
_______________________________________________________
Joint Owner (A Joint Tenancy with right of survivorship
will be presumed, unless otherwise indicated)
___________________________________ _______________
GIFTS Custodian's Name (only one) Minor's state
TO of residence
MINORS
___________________________________ ________________
Minor's Name (Only one) Minor's Social
Security Number
___________________________________ _______________
TRUSTS Trust or Plan Name Tax Identifi-
AND QUALIFIED cation Number
RETIREMENT PLANS
___________________________________
Name of Trustee(s)
___________________________________ _______________
ORGANIZATIONS Name of Organization Tax Identifi-
cation Number
Type: ___Corporation ___Partnership ___Association
<PAGE>
2. MAILING ADDRESS
___________________________________ ________________
Street Telephone Number
___________________________________ ________________
City State Zip Code
___________________________________
Attention (if any)
- ------------------------------------------------------------------------------
INITIAL INVESTMENT (Complete one only)3.
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 Preservataion Fund. The minimum initial
purchase is $1,000 ($2,000 for tax deferred retirement plans).
- ------------------------------------------------------------------------------
4. SIGNATURES
I have received and reviewed a copy of the Fund's Prospectus dated
March 14, 1997 and understand that (a) certificates with respect to
shares of the Fund will not be issued, and (b) dividends and capital
gain distributions will made only in additional shares of the Fund and
not in cash.
_____________ __________________________________________________
Date Signature (Individual, Custodian, Trustee or Other)
_____________ __________________________________________________
Date Signature of Joint Owner (if any)
- ------------------------------------------------------------------------------
<PAGE>
APPENDIX
Description of Standard & Poor's Corporation's ("S&P") commercial paper and
corporatebond 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 rated A possess many favorable 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.
<PAGE>
PROSPECTUS
March 14, 1997
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
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
March 14, 1997
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 March 14, 1997
(the "Prospectus") which is available upon request and without charge by
calling the Fund at 937-223-0600. This Statement of Additional Information
is incorporated by reference in its entirety into the Prospectus.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES ................................ 2
Fundamental ................................................. 2
Non-Fundamental ............................................. 4
State Restrictions .......................................... 4
ORGANIZATION AND OPERATION OF THE FUND ........................... 5
Principal Holders of Equity Securities ...................... 6
Investment Adviser .......................................... 7
Manager and Transfer Agent .................................. 7
Custodian ................................................... 7
Auditors .................................................... 7
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION .................. 8
DISTRIBUTION EXPENSE PLAN ........................................ 8
DESCRIPTION OF SHARES AND TAXES .................................. 8
HOW TO INVEST IN THE FUND ........................................ 9
Initial Investment By Mail .................................. 9
Initial Investments By Wire ................................. 9
Subsequent Investments ...................................... 9
Effective Date of Purchase .................................. 9
HOW TO REDEEM YOUR INVESTMENT .................................... 9
DETERMINATION OF SHARE PRICE ..................................... 9
FINANCIAL STATEMENTS ............................................. 9
(i)
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
FUNDAMENTAL
Information contained in the Prospectus under the heading "Investment
Objective and Policies" is incorporated herein by reference. The
investment limitations described below have been adopted by the Fund and
are fundamental ("Fundamental"), i.e., they may not be changed without
the affirmative vote of a majority of the outstanding shares of the Fund.
As used in the Prospectus and this Statement of Additional Information,
the term "majority" of the outstanding shares of the Fund means the lesser
of (1) 67% or more of the outstanding shares of the Fund present at a
meeting, if the holders of more than 50% of the outstanding shares of the
Fund are present or represented at such meeting; or (2) more than 50% of
the outstanding shares of the Fund. Other investment practices which may
be changed by the Board of Trustees without the approval of shareholders
to the extent permitted by applicable law, regulation or regulatory policy
are considered non-fundamental ("Non-Fundamental").
1. BORROWING MONEY. The Fund will not borrow money, except (a) from
a bank, provided that immediately after such borrowing there is an asset
coverage of 300% for all borrowings of the Fund; or (b) from a bank or other
persons for temporary purposes only, provided that such temporary borrowings
are in an amount not exceeding 5% of the Fund's total assets at the time
when the borrowing is made. This limitation does not preclude the Fund from
entering into reverse repurchase transactions, provided that the Fund has an
asset coverage of 300% for all borrowings and repurchase commitments of the
Fund pursuant to reverse repurchase transactions.
2. SENIOR SECURITIES. The Fund will not issue senior securities.
This limitation is not applicable to activities that may be deemed to
involve the issuance or sale of a senior security by the Fund, provided that
the Fund's engagement in such activities is (a) consistent with or permitted
by the Investment Company Act of 1940, as amended, the rules and regulations
promulgated thereunder, or interpretations of the Securities and Exchange
Commission or its staff and (b) as described in the Prospectus and this
Statement of Additional Information.
3. UNDERWRITING. The Fund will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent
that, in connection with the disposition of portfolio securities (including
restricted securities), the Fund may be deemed an underwriter under certain
federal securities laws.
4. REAL ESTATE. The Fund will not purchase or sell real estate. This
limitation is not applicable to investments in securities which are secured
by or represent interests in real estate. This limitation does not preclude
the Fund from investing in mortgage-related securities, or investing in
companies which are engaged in the real estate business or have a
significant portion of their assets in real estate (including real estate
investment trusts).
5. COMMODITIES. The Fund will not purchase or sell commodities
unless acquired as a result of ownership of securities or other investments.
This limitation does not preclude the Fund from purchasing or selling
options or futures contracts, from investing in securities or other
instruments backed by commodities or from investing in companies which are
engaged in a commodities business or have a significant portion of their
assets in commodities.
6. LOANS. The Fund will not make loans to other persons, except
(a) by loaning portfolio securities, (b) by engaging in repurchase
agreements, or (c) by purchasing nonpublicly offered debt securities. For
purposes of this limitation, the term "loans" shall not include the purchase
of a portion of an issue of publicly distributed bonds, debentures or other
securities.
7. CONCENTRATION. The Fund will not invest 25% or more of its total
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S. government, its
agencies and instrumentalities or repurchase agreements with respect
thereto.
With respect to the percentages adopted by the Fund as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of the policy or limitation unless
the excess results immediately and directly from the acquisition of any
security or the action taken. It is the current position of the SEC staff
that the provisions of this paragraph do not apply to a fund's borrowing
policy (paragraph 1 above). As long as the SEC staff maintains that
position, neither Fund will apply the provisions to its borrowing policy.
Notwithstanding the concentration limitation in paragraph 7, any
investment company, whether organized as a trust, association or corporation,
or a personal holding company, may be merged or consolidated with or
acquired by the Fund, provided that if such merger, consolidation or
acquisition results in any concentration prohibited 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>
<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: 57
*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: 41
*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: 44
Donald N. Lorenz Trustee Since December, 1980,
367 West Second Street Vice President-Finance
Dayton, Ohio 45402 and Treasurer, Price
Age: 62 Brothers Company (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: 52 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 February 14, 1997, 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, 1996 is set forth in the following table:
<TABLE>
<CAPTION>
Pension or Estimated Total
Retirement Annual Compensa-
Aggregate Accrued As Benefits tion From
Compensa- Part of Upon Fund
tion From Fund Retire- Complex
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 $200 $0 $0 $400
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 February 14, 1997:
<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 5.36%
Beneficial P.O. Box 276
Interest West Carrollton, Ohio 45449
Shares of Thermoseal Pension Trust 7.63%
Beneficial 2350 Campbell RoadInterest
Sidney, Ohio 45365
Shares of Riverside Pediatrics Pension Trust 6.47%
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, 1994, 1995,and 1996 the
Adviser was paid $77,284, $73,147, and $80,047 respectively, under the
Investment Advisory Agreement.
The Adviser and Service Corp., as manager, jointly and severally have
agreed to reimburse the Fund (up to the amount of the respective fee
received by Adviser or Service Corp.) for the aggregate expenses of the
Fund during any fiscal year which exceed the limits prescribed by any state
in which the shares of the Fund are registered for sale. Currently, the
most stringent limitation provides that annual expenses of the Fund,
including investment advisory and management fees but excluding interest,
taxes, brokerage commissions and extraordinary expenses, shall not exceed
two percent of the first ten million dollars of the Fund's average net
assets and one and one-half percent of average net assets in excess of ten
million dollars. The Fund's expenses have never exceeded the foregoing
limitations.
MANAGER AND TRANSFER AGENT
Information contained in the Prospectus under the heading "Organization and
Operation of the Fund" is incorporated herein by reference.
For the Fund's fiscal years ended December 31, 1994, 1995, and 1996 Service
Corp. was paid $77,284, $73,146, and $80,047 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
the Fund over the liabilities of the Fund in proportion to the shares of
the Fund held by them.
The Fund has qualified and intends to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as
amended.
HOW TO INVEST IN THE FUND
Information contained in the Prospectus under the heading "How to Invest
in the Fund" is incorporated herein by reference.
INITIAL INVESTMENT BY MAIL
Information contained in the Prospectus under the heading "How to Invest
in the Fund - Initial Investments by Mail" is incorporated herein by
reference.
INITIAL INVESTMENTS BY WIRE
Information contained in the Prospectus under the heading "How to Invest
in the Fund - Initial Investments by Wire" is incorporated herein by
reference.
SUBSEQUENT INVESTMENTS
Information contained in the Prospectus under the heading "How to Invest
in the Fund - Subsequent Investments" is incorporated herein by reference.
EFFECTIVE DATE OF PURCHASE
Information contained in the Prospectus under the heading "How to Invest
in the Fund - Effective Date of Purchase" is incorporated herein by
reference.
HOW TO REDEEM YOUR INVESTMENT
Information contained in the Prospectus under the heading "How to Redeem
Your Investment" is incorporated herein by reference.
DETERMINATION OF SHARE PRICE
Information contained in the Prospectus under the heading "Determination
of Share Price" is incorporated herein by reference.
FINANCIAL STATEMENTS
The financial statement and independent auditors' report required to be
included in this Statement of Additional Information are incorporated
herein by reference to the Trust's Annual Report to Shareholders for
the fiscal year ended December 31, 1996.
<PAGE>
PC&J 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, 1996,
1995, 1994, 1993, 1992, 1991, 1990, 1989 and 1988, and the
nine months ended December 31, 1987.
Included in Part B:
The financial statements and independent auditors' report
for PC&J Preservation Fund required to be included in Part B
are incorporated therein by reference to the Registrant's
Annual Report to Shareholders for the year ended
December 31,1996.
(b) Exhibits
(1) (i) Copy of Registrant's Declaration of Trust, which was
filed as an Exhibit to Registrant's Registration
Statement, is hereby incorporated by reference.
(ii) Copy of Amendment No. 1 to Registrant's Declaration of
Trust, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 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, 1996, 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) Financial Data Schedule - None.
(18) Rule 18f-3 Plan - None.
(19) (i) Power of Attorney for Registrant and Certificate with
respect thereto are filed herewith.
(ii) Power of Attorney for Trustees and Officers of
Registrant are filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES (AS OF FEBRUARY 14, 1997)
<TABLE>
<CAPTION>
Title of Class Number of Record Holders
-------------- ------------------------
<S> <C>
Shares of beneficial interest 147
</TABLE>
ITEM 27. INDEMNIFICATION
(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:
SECTION 6.4 INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. The Fund
shall indemnify each of its Trustees and officers (including
persons who serve at the Fund's request as directors, officers or
trustees of another organization in which the Fund has any
interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person") against all liabilities,
including but not limited to amounts paid in satisfaction of
udgments, in compromise or as fines and penalties, and expenses,
including reasonable accountants' and counsel fees, incurred by
any Covered Person in connection with the defense or disposition
of any action, suit or other proceeding, whether civil or
criminal, before any court or administrative or legislative body,
in which such Covered Person may be or may have been involved as
a party or otherwise or with which such person may be or may have
been threatened, while in office or thereafter, by reason of being
or having been such a Trustee or officer, director or trustee, and
except that no Covered Person shall be indemnified against any
liability to the Fund or its Shareholders to which such Covered
Person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office ("disabling
conduct"). Anything herein contained to the contrary
notwithstanding, no Covered Person shall be indemnified for any
liability to the Fund or its shareholders to which such Covered
Person would otherwise be subject unless (1) a final decision on
the merits is made by a court or other body before whom the
proceeding was brought that the Covered Person to be indemnified
is not liable by reason of disabling conduct or, (2) in the
absence of such a decision, a reasonable determination is made,
based upon a review of the facts, that the Covered Person was not
liable by reason of disabling conduct, by (a) the vote of a
majority of a quorum of Trustees who are neither "interested
persons" of the Fund as defined in the Investment Company Act
of 1940 nor parties to the proceeding ("disinterested, non-party
Trustees"), or (b) an independent legal counsel in a legal
opinion.
SECTION 6.5 ADVANCES OF EXPENSES. The Fund shall advance
attorneys' fees or other expenses incurred by a Covered Person in
defending a proceeding, upon the undertaking by or on behalf of
the Covered Person to repay the advance unless it is ultimately
determined that such Covered Person is entitled to indemnification,
so long as one of the following conditions is met: (i) the Covered
Person shall provide security for his undertaking, (ii) the Fund
shall be insured against losses arising by reason of any lawful
advances, or (iii) a majority of a quorum of the disinterested
non-party Trustees of the Fund, or an independent legal counsel
in a written opinion, shall determine, based on a review of
readily available facts (as opposed to a full trial- type
inquiry), that there is reason to believe that the Covered Person
ultimately will be found entitled to indemnification.
SECTION 6.6 INDEMNIFICATION NOT EXCLUSIVE, ETC. The right of
indemnification provided by this Article VI shall not be exclusive
of or affect any other rights to which any such Covered Person may
be entitled. As used in this Article VI, "Covered Person" shall
include such person's heirs, executors and administrators, an
"interested Covered Person" is one against whom the action, suit
or other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or has been
pending or threatened, and a "disinterested" person is a person
against whom none of such actions, suits or other proceedings or
another action, suit or other proceeding on the same or similar
grounds is then or has been pending or threatened. Nothing
contained in this Article VI shall affect any rights to
indemnification to which personnel of the Fund, other than
Trustees and officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Fund to
purchase and maintain liability insurance on behalf of any such
person.
The Registrant may not pay for insurance which protects the
Trustees and officers against liabilities rising from action
involving willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
their offices.
(b) The Registrant may maintain a standard mutual fund and investment
advisory professional and directors and officers liability policy.
The policy, if maintained, would provide coverage to the
Registrant, its Trustees and officers, and its Adviser, among
others. Coverage under the policy would include losses by reason
of any act, error, omission, misstatement, misleading statement,
neglect or breach of duty.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the provisions
of Ohio law and the Declaration of Trust of the Registrant or the
By-Laws of the Registrant, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a trustee, officer or controlling person of the Fund in
the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
None.
ITEM 29. PRINCIPAL UNDERWRITERS
None.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Kathleen A. Carlson, 300 Old Post Office, 120 West Third Street,
Dayton, Ohio 45402, has been charged with the responsibility of
maintaining physical possession of each account, book or other
document required to be maintained by Section 31(a) to the
Investment Company Act of 1940 and the rules promulgated
thereunder.
ITEM 31. MANAGEMENT SERVICES NOT DISCUSSED IN PARTS A OR B
None.
ITEM 32. UNDERTAKINGS
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the Registrant's
latest annual report to shareholders, upon request and without
charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all the requirements for effectiveness of this Post-Effective Amendment
to its Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in the City
of Cincinnati, and State of Ohio on this 7th day of March, 1997.
PC&J PRESERVATION FUND
By:
-------------------------------------
JAMES M. JOHNSON, Attorney-In-Fact
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Capacity
<S> <C> <C>
Leslie O. Parker III President, Trustee )
and Principal )
Executive )
Officer )
)
Kathleen A. Carlson Treasurer, Trustee, )
Principal Financial )
and Accounting )
Officer ) By:______________________
) James M. Johnson,
James M. Johnson Secretary and ) Attorney-in-Fact
Trustee )
) March 7, 1997
)
Donald N. Lorenz Trustee )
)
Thomas H. Rodgers Trustee )
<PAGE>
EXHIBIT INDEX
EXHIBIT
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.POA1
4. Power of Attorney for Trustees and Officers of Registrant..... Ex-99.POA2
</TABLE>
BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
441 VINE STREET
J.W. BROWN(1911-1995) CINCINNATI, OHIO 45202
JAMES R. CUMMINS TELEPHONE (513) 381-2121
ROBERT S BROWN TELECOPIER (513) 381-2125 OF COUNSEL
DONALD S. MENDELSOHN GILBERT BETTMAN
LYNNE SKILKEN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
JEFFREY R. TEETERS
JOANN M. STRASSER
March 7, 1997
PC&J 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. 14 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. 14 does not contain any disclosure
which would render it ineligible to become effective pursuant to Rule
485(b).
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to the Post-Effective
Amendment No. 14.
Sincerely yours,
/s/
BROWN, CUMMINS & BROWN CO., L.P.A.
BCB/tms
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 14 to
Registration Statement No. 2-95285 of our report dated
January 31, 1997, relating to PC&J Preservation Fund, incorporated
by reference in the Statement of Additional Information, which is
a part of such Registration Statement.
/s/ Deloitte & Touche LLP
Dayton, Ohio
March 7, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J 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. 14 to its Registration
Statement; and
NOW, THEREFORE, the Trust hereby constitutes and appoints JAMES M.
JOHNSON and KATHLEEN A. CARLSON, and each of them, its attorneys for it and
in its name, place and stead, to execute and file such Post-Effective
Amendment No. 14, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully to
all intents and purposes as it might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the Trust has caused its name to be subscribed
hereto by the President this 5th day of February, 1997.
ATTEST: PC&J 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 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
<PAGE>
CERTIFICATE
The undersigned, Secretary of PC&J 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 5, 1997, 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. 14 to its Registration Statement;
NOW, THEREFORE, the Trust hereby constitutes and appoints JAMES
M. JOHNSON and KATHLEEN A. CARLSON, and each of them, its
attorneys for it and in its name, place and stead, to execute and
file such Post-Effective Amendment No. 14, hereby giving and
granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all
intents and purposes as it might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do or cause to be done
by virtue hereof."
Dated: February 5, 1997 /s/
---------------------------------------
JAMES M. JOHNSON, Secretary
PC&J 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. 14 to its Registration
Statement; and
WHEREAS, the undersigned is a Trustee and the President and Chief
Executive Officer of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, and each of them, his attorneys
for him and in his name, place and stead, and in his office and capacity
in the Trust, to execute and file such Post-Effective Amendment No. 14,
hereby giving and granting to said attorneys full power and authority to
do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1997.
/s/
----------------------------------------
LESLIE O. PARKER III, Trustee, President
and Chief Executive Officer
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state,
personally appeared LESLIE O. PARKER III, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J 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. 14 to its Registration
Statement; and
WHEREAS, the undersigned is a Trustee and the Secretary of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, and each of them, his attorneys
for him and in his name, place and stead, and in his office and capacity
in the Trust, to execute and file such Post-Effective Amendment No. 14,
hereby giving and granting to said attorneys full power and authority to
do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents
and purposes as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1997.
/s/
---------------------------------------
JAMES M. JOHNSON, Trustee and Secretary
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state,
personally appeared JAMES M. JOHNSON, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J 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. 14 to its Registration
Statement; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, and each of them, his attorneys
for him and in his name, place and stead, and in his office and capacity
in the Trust, to execute and file such Post-Effective Amendment No. 14,
hereby giving and granting to said attorneys full power and authority to
do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents
and purposes as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1997.
/s/
---------------------------
THOMAS H. RODGERS, Trustee
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state,
personally appeared THOMAS H. RODGERS, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J 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. 14 to its Registration
Statement; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, and each of them, his attorneys
for him and in his name, place and stead, and in his office and capacity
in the Trust, to execute and file such Post-Effective Amendment No. 14,
hereby giving and granting to said attorneys full power and authority to
do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents
and purposes as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1997.
/s/
----------------------------
DONALD N. LORENZ, Trustee
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state,
personally appeared DONALD N. LORENZ, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, PC&J 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. 14 to its Registration
Statement; and
WHEREAS, the undersigned is a Trustee and the Treasurer and Principal
Financial and Accounting Officer of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
JAMES M. JOHNSON and KATHLEEN A. CARLSON, and each of them, her attorneys
for her and in her name, place and stead, and in her office and capacity
in the Trust, to execute and file such Post-Effective Amendment No. 14,
hereby giving and granting to said attorneys full power and authority to
do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents
and purposes as she might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1997.
/s/
---------------------------------------
KATHLEEN A. CARLSON, Trustee, Treasurer and
Principal Financial and Accounting Officer
STATE OF OHIO )
) ss:
COUNTY OF MONTGOMERY )
Before me, a Notary Public, in and for said county and state,
personally appeared KATHLEEN A. CARLSON, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that she executed and delivered the same for the
purposes therein expressed.
WITNESS my hand and official seal this 5th day of February, 1997.
/s/ Nancy S. Grile
------------------------
[SEAL] Notary Public
NANCY S. GRILE
Notary Public, State of Ohio
My Commission Expires Apr. 1, 1998
