THOMPSON ATLANTA CINCINNATI COLUMBUS NEW YORK
HINE BRUSSELS CLEVELAND DAYTON WASHINGTON, D.C.
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April 23, 2010
VIA EDGAR (CORRESPONDENCE FILING)
Mrs. Patricia Williams
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: PC&J PRESERVATION FUND
POST-EFFECTIVE AMENDMENT NO. 29
FILE NOS. 2-95285; 811-4204
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PC&J PERFORMANCE FUND (TOGETHER WITH PC&J PERFORMANCE FUND, THE
"REGISTRANTS" AND EACH A "REGISTRANT")
POST-EFFECTIVE AMENDMENT NO. 30
FILE NOS. 2-87490; 811-3906
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Dear Mrs. Williams:
On behalf of the Registrants, this letter responds to the comments you
provided to Lynee Hicks with respect to Post-Effective Amendment Nos. 29 and 30
to the Registrants' Registration Statements filed with respect to the PC&J
Preservation Fund and the PC&J Performance Fund (each a "Fund"), respectively.
Your comments are set forth below and each is followed by the Registrants'
responses.
PROSPECTUS
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COMMENT 1:
On the front cover of each Prospectus, delete the following disclosure:
"A No-Load Fund"
The Fund address and website information.
The name of the Investment Adviser.
"Important Features"
"No Sales Commissions or Withdrawal Charges"
COMMENT 1:
(CON'T)
"Professional Management"
"Diversification"
If the Funds have ticker symbols, include the symbols on the front cover
pages of the Prospectuses.
RESPONSE:
The disclosure has been revised as requested.
The Funds do not have ticker symbols.
COMMENT 2:
In the "Annual Fund Operating Expenses" table of each Prospectus,
please conform the parenthetical below the table heading to Item 3 of Form N-1A.
RESPONSE:
The disclosure has been revised to read as follows:
"(expenses that you pay each year as a percentage of the value of
your investment)"
COMMENT 3:
In the "Fund Summary, Principal Investment Strategy" section of
the Preservation Fund Prospectus, please disclose the maturity limits for the
fixed income securities in which the Fund invests.
RESPONSE:
The first sentence of the "Fund Summary, Principal Investment Strategy"
section of the Preservation Fund Prospectus has been revised as follows:
"Under normal circumstances, the Fund invests in investment grade variable
and fixed income securities of any maturity."
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COMMENT 4:
Please address the sporadic appearance of the following text "country
regionplaceU.S." (and variations thereof) throughout the Prospectuses and
Statements of Additional Information.
RESPONSE:
The text was the result of a software problem and has been deleted.
COMMENT 5:
In the "Average Annual Total Return" table of each Prospectus, please
delete the following footnote: "*Reflects no deduction for fees, expenses, or
taxes."
RESPONSE
The footnote has been deleted as requested.
COMMENT 6:
In the "Fund Summary, Performance" section of the Preservation Fund
Prospectus, please delete the following disclosure:
"The Barclays Intermediate Government/Credit Index is a widely recognized,
unmanaged, broad-based index containing only investment grade fixed income
securities traded in the country-regionplaceUnited States."
In the "Fund Summary, Performance" section of the Performance Fund
Prospectus, please delete the following disclosure:
"The S&P 500 is the Standard & Poor's Composite Index of 500 Stocks, a
widely recognized, unmanaged index of common stock prices."
RESPONSE:
The disclosure has been revised as requested.
COMMENT 7:
Please delete "Investment Adviser" from the "Investment Adviser
Portfolio Manager" heading in the "Fund Summary" section.
RESPONSE:
The disclosure has been revised as requested.
COMMENT 8:
Please delete the following disclosure from the "Fund Summary, Purchase and
Sale of Fund Shares" section of each Prospectus:
"You may purchase shares of the Fund on any business day the
StateNew York Stock Exchange is open."
RESPONSE:
The disclosure has been revised as requested.
COMMENT 9:
In the fourth full paragraph of the "Investment Adviser" section
of each Prospectus, please indicate the period covered by the semi-annual report
referenced.
RESPONSE:
The disclosure has been revised as follows:
A discussion of the factors considered by the Board of Trustees in renewing
the Investment Advisory Agreement between the Fund and the Adviser is
available in the Fund's semi-annual report to shareholders for
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the period ended June 30, 2009.
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COMMENT 10:
In the Performance Fund Prospectus, the "Portfolio Turnover" section
indicates that the Fund's portfolio turnover rate during the most recent fiscal
year ended was 145%. Accordingly, please add disclosure regarding high
portfolio turnover to the strategy and risk discussion.
RESPONSE:
The following disclosure has been added to the "Fund Summary, Principal
Investment Strategy" section and the "Additional Information on Investment
Objective, Strategies and Risks" section:
The portfolio manager may engage in frequent buying and selling of the
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Fund's investments.
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In addition, the following disclosure has been added to the "Fund Summary,
Principal Investment Risks" section and the "Additional Information on
Investment Objective, Strategies and Risks" section:
Portfolio Turnover Risk:Portfolio turnover refers to the rate at which the
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securities held by the Fund are replaced. The higher the rate, the higher the
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transactional and brokerage costs associated with the turnover, which may reduce
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the Fund's return unless the securities traded can be bought and sold without
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corresponding commission costs. Active trading of securities may also increase
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the Fund's realized capital gains or losses, which may affect the taxes you pay
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as a Fund shareholder.
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STATEMENT OF ADDITIONAL INFORMATION
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COMMENT 1:
Please add disclosure regarding the Board's role in risk oversight to the
"Organization and Operation of the Fund" section of each Statement of Additional
Information.
RESPONSE:
The following currently appears in the "Organization and Operation of the
Fund" section:
"The Board is responsible for overseeing risk management, and the full
Board regularly engages in discussions of risk management and receives reports
from its Chief Compliance Officer at quarterly meetings and on an ad hoc
basis, when and if necessary. The Audit Committee considers financial reporting
risk to be within its area of responsibilities. Generally, the Board believes
that its oversight of material risks is adequately maintained through the
risk-reporting chain where the Chief Compliance Officer is the primary
recipient and communicator of such risk-related information, and the
Independent Auditor has open access to the Audit Committee members."
Therefore, the Registrants believe that this disclosure adequately
describes the Board's role in risk oversight.
COMMENT 2:
In the "Organization and Operation of the Fund" section, please
tailor the disclosure regarding the reasons each Trustee is competent to serve
on a Trustee-by-Trustee basis (e.g., Ms. Carlson is competent because , Mr.
Johnson is competent because , etc.)
RESPONSE:
The disclosure has been revised as follows:
Ms. Carlson is competent because she has over 25 years of security
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analysis and portfolio management experience. In addition to her duties as the
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portfolio manager for the PC&J Preservation Fund, she has overseen the
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accounting, operations and compliance policies and procedures since the Fund's
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inception. Ms. Carlson has served on numerous non-profit boards often in the
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capacity of Treasurer or Finance Committee Chair. In many of these fiduciary
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roles oversight of the investment management process for the respective
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organization's endowment has been an important part of her volunteer
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responsibilities. Ms. Carlson holds a Bachelor of Science in Economics and
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Finance and a Master of Business Administration degree and is a Chartered
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Financial Analyst (CFA).
==========================
Mr. Johnson is competent because he has over 25 years of security analysis
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and portfolio management experience. In addition to his duties as the portfolio
================================================================================
manager for the PC&J Performance Fund, he serves as the Fund's secretary
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monitoring the regulatory compliance requirements. Mr. Johnson has served on
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several non-profit boards including advisory boards and is often entrusted with
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oversight responsibility for the organization's finances and endowments. He
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holds a Bachelor of Science in Economics and a Master of Business Administration
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degree and is a Chartered Financial Analyst (CFA).
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Mr. Lohbeck is competent because he has 38 years of accounting, management
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and business consulting experience including having served for over 25 years as
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the Chief Financial Officer or Chief Operating Officer for two different
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organizations involved in the commercial construction trades. In addition to
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his business endeavors he has served on numerous non-profit boards. Over the
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years, Mr. Lohbeck has also taught college accounting courses. He holds a
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Bachelor of Business Administration in Accounting and has maintained an inactive
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status for his Certified Public Accountant (CPA) designation.
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Ms. Pannier is competent because she was an audit partner with Deloitte and
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Touche, LLC providing accounting and audit services for over 20 years. Prior to
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retiring from Deloitte and Touche she was the lead client service partner of the
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Funds' annual audit. Ms. Pannier has served on numerous non-profit boards, and
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is often asked to participate or chair an organization's finance committee. She
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holds a Bachelor of Business Administration in Accounting, and while employed
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maintained her designation as a Certified Public Accountant (CPA)."
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GENERAL
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COMMENT 1:
Please provide a statement in response to the generic "Tandy" comments.
RESPONSE:
The Registrants have authorized us to acknowledge on their behalf that:
1. Each Registrant is responsible for the adequacy and accuracy of the
disclosure in the filings reviewed by the staff;
2. Staff comments or changes to disclosure in response to staff comments
in a filing reviewed by the staff do not foreclose the Commission from taking
any action with respect to the filing; and
3. Neither Registrant may assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
If you have any further questions or additional comments, please contact JoAnn
Strasser at (513) 352-6725.
Sincerely,
/s/
Thompson Hine LLP