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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
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1. Name and address of issuer: American Performance Funds
3435 Stelzer Road
Columbus, Ohio 43219
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2. Name of each series or class of funds for which this notice is filed:
SEE EXHIBIT A
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3. Investment Company Act File Number: 811-6114
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Securities Act File Number: 33-35190
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4. Last day of the fiscal year for which this notice is filed: August 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purpose of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24F-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24F-2(a)(1), if
applicable:
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24F-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
0 Price
0 Shares
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24F-2:
0
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9. Number and aggregate sale price of securities sold during the fiscal year:
Shares 1,389,876,481
Price $1,459,136,903
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Shares 1,389,876,481
Price $1,459,136,903
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Shares 930,153
Price $9,819,643
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24F-2: $1,459,136,903
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: $ 9,819,643
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $1,247,470,349
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24E-2: $ 0.00
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24F-2: $ 221,486,197
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation: $ /3300
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(vii) Fee due: $ 67,117.03
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures.
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
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D'Ray M. Brewer/Secretary
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Date 10/25/96
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* Please print the name and title of the signing officer below the siganature.
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EXHIBIT A
AMERICAN PERFORMANCE FUNDS
Cash Management
U.S. Treasury
Equity
Aggressive Growth
Bond
Intermediate Bond
Intermediate Tax Free Bond
Short Term Income
Balanced
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October 29, 1996
American Performance Funds
3425 Stelzer Road
Columbus, Ohio 43219
Dear Sir or Madam:
You have informed us that you intend to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended, making definite the registration of your units of beneficial
interest, with a par value of $0.00001, belonging to the following series of the
American Performance Funds (the "Trust"): the American Performance Cash
Management Fund, the American Performance U.S. Treasury Fund, the American
Performance Equity Fund, the American Performance Bond Fund, the American
Performance Intermediate Bond Fund, the American Performance Aggressive Growth
Fund, the American Performance Intermediate Tax-Free Bond Fund, the American
Performance Short-Term Income Fund and the American Performance Balanced Fund
(the "Shares"), sold in reliance upon the Rule during your fiscal year ended
August 31, 1996.
We have examined your Declaration of Trust, as amended, on file in the
office of the Secretary of State of The Commonwealth of Massachusetts and are
familiar with the action taken by your Trustees to authorize the issue and sale
from time to time of your authorized and unissued Shares at not less than net
asset value. We have also examined a copy of your Code of Regulations and such
other documents, receipts and records as we have deemed necessary for the
purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and non-assessable.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, Shareholders could, in certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust, as ammended, disclaims Shareholder liability
for acts or obligations of the Trust and requires that notice for such
disclaimer be given in each agreement, obligations or instrument entered into
or executed by the Trust or its Trustees. The Declaration of Trust, as amended,
provides for indemnification out of the property of the particular series of
Shares for all loss and expense of any Shareholder of that series held
personally liable solely by reason of his being or having been a Shareholder.
Thus, the risk of Shareholder liability is limited to circumstances in which
that series of Shares itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Sincerely,
Ropes & Gray
