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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
X Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-12
PC&J Preservation Fund
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
_________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
5) Total fee paid:
_________________________________________________________________
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
3) Filing Party:
_________________________________________________________________
4) Date Filed:
_________________________________________________________________
PC&J PRESERVATION FUND
120 WEST THIRD STREET, SUITE 300
DAYTON, OH 45402-1819
____________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 2008
Dear Shareholders:
The Board of Trustees of PC&J Preservation Fund (the "Fund") has called a
Special Meeting of Shareholders (the "Special Meeting"), to be held at the
principal offices of the Fund, 120 West Third Street, Suite 300, Dayton, Ohio,
45402, on May 14, 2008 at 10:00 a.m., Eastern Time, for the purpose of electing
two Trustees to the Board of Trustees of the Fund. One of the nominees for
election has served as a Trustee since 2003, having been appointed to the Board
of Trustees by other Trustees, but never elected by shareholders. Whether or
not elected by the shareholders, she will continue in her current capacity. The
other nominee, having been nominated by other Trustees to fill a vacancy created
by the planned resignation of a Trustee, if elected, will assume office on or
about May 19, 2008.
Shareholders of record at the close of business on April 3, 2008 are
entitled to notice of, and to vote at, the Special Meeting and any
adjournment(s) or postponement(s) thereof.
By Order of the Board of Trustees
s/____________________________
James M. Johnson
Secretary
April 24, 2008
YOUR VOTE IS IMPORTANT
----------------------
TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, PLEASE COMPLETE THE
-------------------
ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER OR
-------------------------------------------------------------------
NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
PC&J PRESERVATION FUND
120 W. THIRD ST., SUITE 300, DAYTON, OH 45402
____________
PROXY STATEMENT
____________
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 2008
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of PC&J Preservation Fund (the "Fund") for use
at a Special Meeting of Shareholders (the "Special Meeting"), to be held at the
principal offices of the Fund, 120 W. Third Street, Suite 300, Dayton, Ohio
45402, on May 14, 2008 at 10:00 a.m., Eastern Time, and at any and all
adjournments thereof. The Notice of the Special Meeting, Proxy Statement and
accompanying form of proxy will first be mailed to shareholders on or about
April 25, 2008.
The purpose of the Special Meeting is to elect two Trustees to the Board of
Trustees of PC&J Preservation Fund.
Only shareholders of record at the close of business on April 3, 2008 (the
"Record Date") are entitled to notice of, and to vote at, the Special Meeting
and any adjournment(s) or postponement(s) thereof.
A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2007 HAS BEEN MAILED TO SHAREHOLDERS. IF YOU WOULD LIKE TO
RECEIVE AN ADDITIONAL COPY OF THIS REPORT AT NO CHARGE, PLEASE SEND A WRITTEN
REQUEST TO THE FUND'S TRANSFER AGENT, PC&J SERVICE CORP., 120 W. THIRD ST.,
SUITE 300, DAYTON, OHIO 45402 OR CALL 1-888-223-0600.
PROPOSAL: ELECTION OF TRUSTEES
-------------------------------
In this proposal, shareholders are being asked to elect Laura B. Pannier
and John W. Lohbeck (the "Nominees") to the Board of Trustees of the Fund. Each
Nominee has agreed to serve on the Board of Trustees for an indefinite term.
Several months ago, Robert Neff, one of the Fund's Trustees, informed the Board
of his desire to retire from the Board, and that he intended to resign in 2008.
The Investment Company Act of 1940, as amended (the "1940 Act"), requires a
certain percentage of the Trustees to have been elected by shareholders.
Therefore, to fill the vacancy that will be created by Mr. Neff's resignation,
shareholder approval of Mr. Lohbeck's nomination is required.
Mr. Lohbeck was nominated for election by Laura Pannier and Robert Neff, both
incumbent Trustees, each of whom is not an "interested person" of the Fund as
that term is defined in the 1940 Act (referred to hereafter as "Independent
Trustees"). Ms. Pannier is an incumbent Trustee, having been appointed to that
position by the Board in June 2003. The Board of Trustees now proposes to have
shareholders elect Ms. Pannier to her current position.
The Trustees approved the nomination of Mr. Lohbeck at a meeting held on
February 19, 2008. The Trustees also voted to submit Ms. Pannier's appointment
to shareholders for their approval. Even if she is not elected by shareholders,
Ms. Pannier will continue to serve in her current capacity pursuant to her
appointment to the Board in 2003. If elected, Mr. Lohbeck will assume office on
or about May 19, 2008.
During the fiscal year ended December 31, 2007, the Board of Trustees met four
times. All Trustees attended 100% of the regularly scheduled or special
meetings of the Board.
INFORMATION ABOUT THE NOMINEES AND INCUMBENT TRUSTEES
Each Nominee is considered to be an Independent Trustee. Information about
the Nominees, including their addresses, age, principal occupations during the
past five years, and other current directorships of public companies and other
mutual funds, is set forth in the table below.
NUMBER OF
PORTFOLIOS IN
FUND OTHER
TERM OF PRINCIPAL COMPLEX* DIRECTORSHIPS
POSITION(S) OFFICE AND OCCUPATION(S) OVERSEEN BY HELD BY THE
HELD WITH LENGTH OF DURING THE PAST 5 NOMINEE FOR NOMINEE FOR
NAME, ADDRESS AND AGE FUND TIME SERVED YEARS TRUSTEE TRUSTEE
- ---------------------- ----------- ---------------- --------------------- ------------- -------------
Consultant, Battelle
John W. Lohbeck & Battelle LLP,
c/o PC&J Service Corp. CPA Firm (2005 -
120 W. Third Street current); CCO,
Suite 300 Wagner Smith,
Dayton, OH 45402 Contractor (1990 -
Age: 59 2005).
N/A N/A** 2 None
----------- ---------------- ------------- -------------
Laura B. Pannier Not presently
c/o PC&J Service Corp. employed; from
120 W. Third Street May 1988 to May
Suite 300 1997, partner with
Dayton, OH 45402 Deloitte & Touche
Age: 54 Indefinite Term, LLP (CPA firm)
Trustee Since 2003** 2 None
----------- ---------------- ------------- -------------
In addition to Ms. Pannier, the Fund has three incumbent Trustees. The
following tables provide information regarding the incumbent Trustees, as well
as the officers of the Fund. Information relating to the incumbent Independent
Trustee is presented separately.
Incumbent Independent Trustee
NUMBER OF
PORTFOLIOS IN OTHER
TERM OF PRINCIPAL FUND DIRECTORSHIPS
POSITION(S) OFFICE AND OCCUPATION(S) COMPLEX* HELD BY THE
HELD WITH LENGTH OF DURING THE PAST 5 OVERSEEN BY NOMINEE FOR
NAME, ADDRESS AND AGE FUND TIME SERVED YEARS TRUSTEE TRUSTEE
- ---------------------- ----------- ----------- ---------------------- ------------- -------------
Retired from Neff
Packaging Solutions
Inc. (paper container
manufacturer).
Joined firm in 1959;
from June 1980 to
Robert S. Neff June 2001,
c/o PC&J Service Corp. Chairman and CEO
120 W. Third Street of Neff Packaging;
Suite 300 Indefinite from June 2001 to
Dayton, OH 45402 Term, May 2005,
Age: 77 Since Consultant to Neff
Trustee 2003** Packaging 2 None
----------- ----------- ---------------------- ------------- -------------
Incumbent Interested Trustees and Fund Officers
NUMBER OF
PORTFOLIOS IN OTHER
TERM OF PRINCIPAL FUND DIRECTORSHIPS
POSITION(S) OFFICE AND OCCUPATION(S) COMPLEX* HELD BY THE
NAME, ADDRESS AND HELD WITH LENGTH OF DURING THE PAST 5 OVERSEEN BY NOMINEE FOR
AGE FUND TIME SERVED YEARS TRUSTEE TRUSTEE
- ---------------------- ------------ ------------- ----------------------- ------------- -------------
Indefinite
Term as
Trustee,
Annual
Kathleen A. Carlson Election as
c/o PC&J Service Corp. officer; President of Adviser
120 W. Third Street Treasurer and PC&J Service
Suite 300 and Trustee Corp. since 1998;
Dayton, OH 45402 Treasurer, since 1985; Treasurer and Director
Age: 52 Chief Chief since 1982; Chief
Compliance Compliance Compliance Officer of
Officer and Officer since Adviser since 2004.
Trustee 2004** 2 None
------------ ------------- ------------- -------------
Indefinite
Term as
Trustee,
James M. Johnson Annual
c/o PC&J Service Corp. Election as
120 W. Third Street officer; Secretary and Director
Suite 300 Secretary of Adviser and PC&J
Dayton, OH 45402 and Trustee Service Corp. since
Age: 55 since 1985; 1982; Chief
President, President Investment Officer of
Secretary since 2005** the Adviser since
and Trustee 1982. 2 None
------------ ----------------------- ------------- -------------
* The term "Fund Complex" refers to the PC&J Performance Fund and the PC&J
Preservation Fund.
**Applies to the PC&J Performance Fund and the PC&J Preservation Fund.
The following table sets forth the aggregate dollar range of equity securities
owned by each Nominee and each incumbent Trustee of the Fund as of April 3,
2008.
DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
TRUSTEE/NOMINEE SECURITIES IN THE FUND AND THE PC&J PERFORMANCE FUND
- ------------------- ----------------------- --------------------------------------------------------
Kathleen A. Carlson $ 10,001 - $50,000 $100,000 - $500,000
James M. Johnson None $500,001 - $1,000,000
Robert S. Neff None None
Laura B. Pannier $ 1 - $10,000 $10,001 - $50,000
John W. Lohbeck None None
TRUSTEE AND OFFICER COMPENSATION
Trustee fees are paid by PC&J Service Corp., the administrator and transfer
agent for the Fund. Officers and Trustees of the Fund who are deemed
"interested persons" of the Fund receive no compensation from the Fund. The
following table provides information regarding Trustee compensation for the
fiscal year ended December 31, 2007. Each Independent Trustee receives a fee of
$1,000 for each meeting of the Fund Complex attended by that Independent
Trustee.
PENSION OR
RETIREMENT ESTIMATED
AGGREGATE BENEFITS ACCRUED ANNUAL
COMPENSATION AS PART OF FUND BENEFITS UPON TOTAL COMPENSATION
NAME AND POSITION FROM FUND EXPENSES RETIREMENT FROM FUND COMPLEX*
- ------------------------ ------------- ----------------- -------------- -------------------
James M. Johnson
President, Secretary and
Trustee
$ 0 $ 0 $ 0 $ 0
------------- ----------------- -------------- -------------------
Kathleen A. Carlson
Treasurer, Chief
Compliance Officer and
Trustee
$ 0 $ 0 $ 0 $ 0
------------- ----------------- -------------- -------------------
Robert S. Neff
Trustee
$ 2,000 $ 0 $ 0 $ 4,000
------------- ----------------- -------------- -------------------
Laura B. Pannier
Trustee
$ 2,000 $ 0 $ 0 $ 4,000
------------- ----------------- -------------- -------------------
* The term "Fund Complex" refers to the PC&J Performance Fund and the PC&J
Preservation Fund.
STANDING COMMITTEES
The Audit Committee is the only standing committee of the Board and is
composed solely of Independent Trustees. The Audit Committee usually meets
twice a year, or more often as required, in conjunction with meetings of the
Board of Trustees. The Audit Committee was established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934 and (i) oversees and
monitors the Fund's internal accounting and control structure, its auditing
function and its financial reporting process, (ii) selects and recommends to the
full Board of Trustees the appointment of auditors for the Fund, (iii) reviews
audit plans, fees, and other material arrangements with respect to the
engagement of auditors, including permissible non-audit services performed; (iv)
reviews the qualifications of the auditor's key personnel involved in the
foregoing activities and (v) monitors the auditor's independence. During the
fiscal year ended December 31, 2007 the Audit Committee met two times. The
Audit Committee Charter is attached as Appendix A.
The Fund does not have a formal Nominating Committee. Rather, nominees are
considered and nominated by the Independent Trustees. Because of the small size
of the Board, the Board has not felt that a formal Nominating Committee is
necessary. The Independent Trustees met to consider the nomination of Mr.
Lohbeck in February 2008.
When evaluating a person as a potential nominee to serve as a Trustee, the
Independent Trustees may consider, among other factors, (i) whether the person
is "independent" and whether the person is otherwise qualified under applicable
laws and regulations to serve as a Trustee; (ii) whether the person is willing
to serve, and willing and able to commit the time necessary for the performance
of the duties of a Trustee; (iii) the contribution that the person can make to
the Board and the Funds, with consideration being given to the person's business
experience, education and such other factors as the Independent Trustees may
consider relevant; (iv) the character and integrity of the person; (v) desirable
personality traits, including independence, leadership and the ability to work
with the other Trustees; and (vi) any other factors deemed relevant and
consistent with the 1940 Act. The process of identifying nominees involves the
consideration of candidates recommended by one or more of the following sources:
current Trustees, Officers and any other source the independent Trustees
consider appropriate, including shareholders. If a shareholder wishes to
recommend a trustee nominee, the shareholder should communicate this
recommendation to the Secretary of the Fund.
THE BOARD OF TRUSTEES OF THE FUND, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES
---
TO THE BOARD OF TRUSTEES.
OTHER INFORMATION
-----------------
OPERATION OF THE FUND
The Fund is an open-end management investment company organized as an Ohio
business trust on April 30, 1985. The Board of Trustees supervises the business
activities of the Fund. The Fund currently retains Parker Carlson & Johnson,
Inc., 120 W. Third St., Suite 300, Dayton, Ohio 45402, as its investment
adviser. PC&J Service Corp., 120 W. Third St., Suite 300, Dayton, Ohio 45402,
has been retained to manage the Fund's business affairs and provide the Fund
with administrative, accounting and transfer agent services.
THE PROXY
The Board of Trustees solicits proxies so that each shareholder has the
opportunity to vote on the proposals to be considered at the Special Meeting. A
proxy card for voting your shares at the Special Meeting is enclosed. The
shares represented by each valid proxy received in time will be voted at the
Special Meeting as specified. If no specification is made, the shares
represented by a duly executed proxy will be voted for the election of the
Nominees and at the discretion of the holders of the proxy on any other matter
that may come before the Special Meeting that the Fund did not have notice of a
reasonable time prior to the mailing of this Proxy Statement. You may revoke
your proxy at any time before it is exercised by (1) submitting a duly executed
proxy bearing a later date, (2) submitting a written notice to the Secretary of
the Fund revoking the proxy, or (3) attending and voting in person at the
Special Meeting.
VOTING SECURITIES AND VOTING
As of the Record Date, the following shares of beneficial interest of
the Fund were issued and outstanding:
FUND SHARES
- ---------------------- -------------
PC&J Preservation Fund 1,131,282.545
- ---------------------- -------------
Only shareholders of record on the Record Date are entitled to vote at the
Special Meeting. Each shareholder is entitled to one (1) vote per share held,
and fractional votes for fractional shares held, on any matter submitted to a
vote at the Special Meeting. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of the Fund entitled to vote is
necessary to constitute a quorum at the Special Meeting.
Each Nominee for Trustee receiving a plurality of the votes cast in person or by
proxy at the Special Meeting at which a quorum exits will be elected to the
Board of Trustees.
SECURITY OWNERSHIP OF MANAGEMENT
To the best knowledge of the Fund, the following list indicates the number
and percentage of the outstanding shares of the Fund owned by the Trustees,
Nominees and Officers of the Fund on the Record Date.
AMOUNT AND NATURE OF PERCENTAGE OF OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES OF THE FUND
- ------------------------ -------------------- --------------------------
Kathleen A. Carlson 3,691.794 shares1 0.33%
- ------------------------ -------------------- --------------------------
James M. Johnson None N/A
- ------------------------ -------------------- --------------------------
Robert S. Neff None N/A
- ------------------------ -------------------- --------------------------
Laura B. Pannier 455.741 shares2 0.04%
- ------------------------ -------------------- --------------------------
John W. Lohbeck None N/A
- ------------------------ -------------------- --------------------------
1 Carlson has sole investment power and shared voting power for all shares.
2 Pannier has sole investment power and sole voting power for all shares.
Shareholders owning more than 25% of the shares of a Fund are considered to
"control" the Fund, as that term is defined under the 1940 Act. Persons
controlling a Fund can determine the outcome of any proposal submitted to the
shareholders for approval. No shareholder owns 25% or more of the Fund. As a
group, the Trustees, Nominees and Officers of the Fund own 0.37% of the
outstanding shares of the Fund as a whole.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following list indicates the shareholders (other than those Trustees,
Nominees and Officers listed above) who, to the best knowledge of the Fund, were
the owners of more than 5% of the outstanding shares of the Fund on the Record
Date:
AMOUNT AND NATURE OF PERCENTAGE OF OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES OF THE FUND
- ------------------------ -------------------- -------------------------
None N/A N/A
- ------------------------ -------------------- -------------------------
As of the Record Date, the Fund knows of no other person (including any
"group" as that term is used in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended) that beneficially owns more than 5% of the outstanding
shares of the Fund as a whole.
SHAREHOLDER PROPOSALS AND NOMINATIONS
The Fund has not received any shareholder proposals to be considered for
presentation at the Special Meeting. Under the proxy rules of the Securities
and Exchange Commission, shareholder proposals may, under certain conditions, be
included in the Fund's proxy statement and proxy card for a particular meeting.
Under these rules, proposals submitted for inclusion in the Fund's proxy
materials must be received by the Fund within a reasonable time before the
solicitation is made. The fact that the Fund receives a shareholder proposal in
a timely manner does not assure its inclusion in its proxy materials, because
there are other requirements in the proxy rules relating to such inclusion. You
should be aware that annual meetings of shareholders are not required as long as
there is no particular requirement under the 1940 Act that must be met by
convening such a shareholder meeting. Any shareholder proposal should be sent
to James M. Johnson, Secretary, PC&J Mutual Funds, addressStreet120 W. Third
Street, Suite 300, CityDayton, StateOhio PostalCode45402. Because the Trust has
never received a shareholder proposal or a Trustee nomination from a
shareholder, the Trust has not adopted a written policy regarding consideration
of shareholder proposals or Trustee nominees recommended by shareholders.
COST OF SOLICITATION
The Board of Trustees of the Fund is making this solicitation of proxies.
The cost of preparing and mailing this Proxy Statement, the accompanying Notice
of Special Meeting and proxy and any additional materials relating to the
Special Meeting and the cost of soliciting proxies will be borne by PC&J Service
Corp., the Fund's administrator and transfer agent. Certain officers, employees
and agents of the Fund and Parker Carlson & Johnson, Inc. may solicit proxies in
person or by telephone, facsimile transmission or mail, for which they will not
receive any special compensation.
OTHER MATTERS
The Fund's Board of Trustees knows of no other matters to be presented at
the Special Meeting other than as set forth above. If any other matters
properly come before the Special Meeting that the Fund did not have notice of a
reasonable time prior to the mailing of this Proxy Statement, the holders of the
proxy will vote the shares represented by the proxy on such matters in
accordance with their best judgment, and discretionary authority to do so is
included in the proxy.
PROXY DELIVERY
If you and another shareholder share the same address, the Fund may only
send one proxy statement unless you or the other shareholder(s) request
otherwise. Call or write to the Fund if you wish to receive a separate copy of
the proxy statement, and the Fund will promptly mail a copy to you. You may
also call or write to the Fund if you wish to receive a separate proxy in the
future, or if you are receiving multiple copies now, and wish to receive a
single copy in the future. For such requests, call 1-888-223-0600, or write the
Fund's transfer agent, PC&J Service Corp., 120 W. Third Street, Suite 300,
Dayton, Ohio 45402.
BY ORDER OF THE BOARD OF TRUSTEES
s/_____________________________________
James M. Johnson
Secretary
April 24, 2008
PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED REPLY ENVELOPE.
APPENDIX A
PC&J MUTUAL FUNDS
AUDIT COMMITTEE CHARTER
COMPOSITION AND OPERATION OF THE AUDIT COMMITTEE
- ------------------------------------------------
1. The Committee shall be composed entirely of independent trustees.
2. The Committee may elect a chairperson, who will preside over Committee
meetings.
3. A majority of the Committee's members will constitute a quorum. At any
meeting of the Committee, the decision of a majority of the members present and
voting will be determinative as to any matter submitted to a vote.
4. The Committee shall meet at such times as it determines. The Committee
shall have the authority to meet privately and to admit non-members individually
by invitation.
5. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the appropriate
Fund(s).
PURPOSES OF THE AUDIT COMMITTEE
- -------------------------------
1. The purposes of the Committee are:
(a) to oversee the Trust's accounting and financial reporting policies
and practices, its internal control over financial reporting and, as
appropriate, the internal controls of certain service providers;
(b) to be responsible for the appointment, compensation, and oversight of
the work of any public accounting firm employed by the Trust for the purpose of
preparing or issuing an audit report or related work, including resolution of
disagreements between management and the auditors regarding financial reporting;
(c) to oversee the quality and objectivity of the Trust's financial
statements and the independent audit thereof; and
(d) to act as a liaison between the Trust's independent auditors and
the full Board of Trustees.
2. The function of the Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control over financial reporting, and the auditors' responsibility to plan and
carry out a proper audit.
DUTIES AND POWERS OF THE AUDIT COMMITTEE
- ----------------------------------------
1. To carry out its purposes, the Committee shall have the following duties
and powers:
(a)to be responsible for the selection, retention or termination of auditors
and, in connection therewith, to (i) review and evaluate the qualifications,
independence and performance of the Trust's independent auditors, (ii) evaluate
the proposed fees and other compensation, if any, to be paid to the auditors,
(iii) receive the auditors' specific representations as to their independence,
(iv) evaluate the independence of the auditors, (v) pre-approve all audit
services and, when appropriate, any non-audit services(1) provided by the
independent auditors to the Trust, and (vi) pre-approve, when appropriate, any
non-audit services provided by the
(1) The Sarbanes-Oxley Act of 2002 prohibits a fund's independent accountant
from providing certain enumerated non-audit services contemporaneously with the
fund's audit. These services include: (i) bookkeeping; (ii) financial
information systems design and implementation; (iii) appraisal or valuation
services, fairness opinions and contribution in-kind reports; (iv) actuarial
services; (v) internal audit outsourcing services; (vi) management functions or
human resources; (vii) broker dealer, investment adviser, or investment banking
services; (viii) legal and expert services unrelated to the audit; and (ix) any
other service the Board determines is prohibited.
independent auditors to the Trust's investment adviser(2), or any entity
controlling, controlled by, or under common control with the investment adviser
and that provides ongoing services to the Trust if the engagement relates
directly to the operations and financial reporting of the Trust,
(b) to meet with the Trust's independent auditors, including private
meetings, as necessary (i) to review the arrangements for and scope of the
annual audit and any special audits; (ii) to discuss any matters of concern
relating to the Trust's financial statements, including any adjustments to such
statements recommended by the auditors, or other results of said audit(s); (iii)
to consider the auditors' comments with respect to the Trust's financial
policies, procedures and internal control over financial reporting and
management's responses thereto; and (iv) to review the form of opinion the
auditors propose to render to the Board of Trustees and shareholders;
(c) to review the audited financial statements and make recommendations to
the Board regarding approval of such statements;
(d) to consider the effect upon the Trust of any changes in accounting
principles or practices proposed by management or the auditors;
(e) to investigate improprieties or suspected improprieties in Trust
operations brought to the attention of the Committee;
(f) to review with the Trust's principal executive officer and/or principal
financial officer in connection with required certifications on Form N-CSR any
significant deficiencies in the design or operation of internal control over
financial reporting or material weaknesses therein and any reported evidence of
fraud involving management or other employees who have a significant role in the
Trust's internal control over financial reporting;
(g) to review the fees charged by the auditors for audit and non-audit
services;
(h) to consider the controls applied by the auditors and any measures
taken by management in an effort to assure that all items requiring pre-approval
by the Committee are identified and referred to the Committee in a timely
fashion; and
(i) to consider whether the non-audit services provided by the Trust's
auditor to the Trust's investment adviser or any adviser affiliate that provides
ongoing services to the Trust, which services were not pre-approved by the
Committee, are compatible with maintaining the auditors' independence.
2. The Committee shall report its activities to the full Board of Trustees
on a regular basis and make such recommendations with respect to the above and
other matters as the Committee may deem necessary or appropriate.
3. The Committee shall perform such other functions consistent with this
Charter, the Trust's Declaration of Trust, By-laws, and applicable law, as the
Committee or the Board deems necessary and appropriate.
Adopted February 11, 2004
(2)This does not include a sub-adviser whose role is primarily portfolio
management and is sub-contracted or overseen by another investment adviser.
[FORM OF PROXY CARD]
PC&J PRESERVATION FUND
SPECIAL MEETING OF SHAREHOLDERS
May 14, 2008
The undersigned, revoking previous proxies, if any, with respect to the Shares
(defined below), hereby appoints James M. Johnson and Kathleen A. Carlson, as
proxies, each with full power of substitution, to vote at the Special Meeting of
Shareholders (the "Special Meeting") of the Fund to be held at the principal
offices of the Fund, 120 W. Third Street, Dayton, Ohio 45402, on May 14, 2008 at
10:00 a.m., Eastern Time, and at any and all adjournments thereof, all shares of
beneficial interest of the Fund ("Shares") on the proposal set forth below
regarding (i) the election of Trustees and (ii) any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF PC&J PRESERVATION FUND RECOMMENDS A VOTE "FOR" THE
PROPOSAL TO:
1. Elect the following two (2) individuals as Trustees of PC&J Preservation
Fund:
FOR ALL AGAINST ALL WITHHOLD* ABSTAIN
1. John W. Lohbeck
2. Laura B. Pannier
*To withhold authority to vote for any individual nominee, check the box and
write the number assigned to such nominee here: ________.
A PROXY EXECUTED IN A MANNER THAT DOES NOT WITHHOLD AUTHORITY TO VOTE FOR THE
ELECTION OF A NOMINEE WILL BE DEEMED TO GRANT AUTHORITY TO VOTE FOR THAT
NOMINEE.
THIS PROXY IS SOLICITED ON BEHALF OF THE FUND'S BOARD OF TRUSTEES, AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE SECRETARY OF THE FUND AN
INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR
BY APPEARING IN PERSON AND VOTING AT THE SPECIAL MEETING.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY
EXECUTED PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL
AND WILL BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
Dated: __________________________
Signature: ___________________________________
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, only one holder needs to sign this
Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.