<PAGE> 1
Registration Nos. 33-35190 and 811-6114
As filed with the Securities and Exchange Commission on June 24, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 15 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
Amendment No. 14
--------------
AMERICAN PERFORMANCE FUNDS
--------------------------
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road, Columbus, Ohio 43219
---------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
800-762-7085
------------
THOMAS E. LINE, Treasurer
American Performance Funds
3435 Stelzer Road, Columbus, Ohio 43219
---------------------------------------
(Name and Address of Agent for Service)
COPIES OF COMMUNICATIONS TO:
Martin E. Lybecker, Esquire
Ropes & Gray
1301 K Street, N.W., Washington, D.C. 20005
It is proposed that this filing become effective (check appropriate box)
[ ] Immediately upon filing pursuant to paragraph (b)
[ ] On [Date] pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] On (date) pursuant to paragraph (a)(i)
[X] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
- -------------------------------------------------------------------------------
*Registrant has registered an indefinite number or amount of securities
under the Securities Act of 1933 pursuant to Section (a)(1) of Rule 24f-2. The
Rule 24f-2 Notice for the Registrant's fiscal year ended August 31, 1996 was
filed on October 29, 1996.
<PAGE> 2
American Performance U.S. Treasury Fund
American Performance Cash Management Fund
American Performance Equity Fund
American Performance Aggressive Growth Fund
American Performance Balanced Fund
American Performance Bond Fund
American Performance Intermediate Bond Fund
American Performance Intermediate Tax-Free Bond Fund
American Performance Short-Term Income Fund
The information required by Items 1 through 9 for the
above-referenced investment portfolios of American Performance Funds (the
"Registrant") is hereby incorporated by reference to Part A of Post-Effective
Amendment No. 14 to the Registrant's Registration Statement on Form N-1A, filed
with the Securities and Exchange Commission on December 12, 1996.
<PAGE> 3
CROSS REFERENCE SHEET
---------------------
PROSPECTUS FOR AMERICAN PERFORMANCE GROWTH EQUITY FUND
------------------------------------------------------
Form N-1A Part A Item Prospectus Caption
- --------------------- ------------------
1. Cover Page Cover Page
2. Synopsis Fee Table
3. Financial Highlights Inapplicable
4. General Description Cover Page;
of Registrant Investment Objective; Investment
Policies; Investment Restrictions;
General Information - Description of
the Funds and their Shares
5. Management of the Fund Management of the Growth Equity
Fund
6. Capital Stock and How to Purchase
Other Securities Shares; How to Redeem Shares;
Sales Charges; Dividends; Federal
Income Taxes; General Information -
Description of the Funds and their
Shares; General Information -
Miscellaneous
7. Purchase of Securities Valuation of Shares; How
Being Offered to Purchase Shares
8. Redemption or Repurchase How to Redeem Shares
9. Pending Legal Proceedings Inapplicable
<PAGE> 4
PROSPECTUS
AMERICAN PERFORMANCE GROWTH EQUITY FUND
A Variable Net Asset Value Investment Portfolio of
AMERICAN PERFORMANCE FUNDS
3435 Stelzer Road
Columbus, Ohio 43219
For performance, purchase, and redemption information,
call (800) 762-7085
- -------------------------------------------------------------------------------
The American Performance Growth Equity Fund (the "Growth Equity Fund")
is a variable net asset value portfolio of the AMERICAN PERFORMANCE FUNDS (the
"Funds"), a diversified, open-end management investment company which currently
consists of ten separately managed portfolios. The net asset value per unit of
beneficial interest ("Share") of the Fund may be expected to fluctuate in
accordance with the value of each Fund's portfolio investments.
THE FUNDS' SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, BANK OF OKLAHOMA, N.A. OR ANY OF ITS AFFILIATES. THE FUNDS'
SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR BY ANY OTHER AGENCY. AN INVESTMENT IN THE FUNDS
INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is [___________], 1997.
<PAGE> 5
AMERICAN PERFORMANCE GROWTH EQUITY FUND (the "Growth Equity Fund")
seeks long-term capital appreciation and growth of income by investing primarily
in a diversified portfolio of common stocks and securities convertible into
common stocks.
Bank of Oklahoma, N.A., Tulsa, Oklahoma ("BOK") serves as the
investment adviser ("Investment Adviser") to the Growth Equity Fund. BISYS Fund
Services, Columbus, Ohio, ("BISYS") acts as the Growth Equity Fund's
Administrator and Distributor.
This Prospectus relates only to the Growth Equity Fund. The Funds also
include two money market portfolios to which BOK serves as Investment Adviser:
the American Performance Cash Management Fund (for which AMR Investment
Services, Inc. ("AMR") serves as Investment Sub-Adviser) and the American
Performance U.S. Treasury Fund, each of which seeks current income with
liquidity and stability of principal (collectively, the "American Performance
Money Market Funds"). The Funds also include four bond portfolios to which BOK
serves as Investment Adviser: the American Performance Bond Fund, the American
Performance Intermediate Bond Fund, and the American Performance Short-Term
Income Fund, each of which seeks current income, and the American Performance
Intermediate Tax-Free Bond Fund, which seeks current income exempt from Federal
taxation, through investing in diversified portfolios of bonds and other
fixed-income securities (collectively, the "American Performance Bond Investment
Funds"). The Funds also include three additional equity funds to which BOK
serves as Investment Adviser: the American Performance Equity Fund, the American
Performance Aggressive Growth Fund, and the American Performance Balanced Fund,
each of which seeks capital appreciation and income by investing in equity
securities (and in the case of the Balanced Fund, a set minimum amount of fixed
income securities) (collectively, with the Growth Equity Fund the "American
Performance Equity Investment Funds"). Persons who wish to obtain a copy of the
Prospectus for the American Performance Money Market Funds, the American
Performance Equity Investment Funds, or the American Performance Bond Investment
Funds may contact the Funds at the telephone number shown on the previous page.
ADDITIONAL INFORMATION ABOUT THE FUNDS, CONTAINED IN A STATEMENT OF
ADDITIONAL INFORMATION DATED DECEMBER 16, 1996, AS AMENDED ___________, 1997,
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS INCORPORATED
BY REFERENCE IN ITS ENTIRETY INTO THIS PROSPECTUS. THIS STATEMENT OF ADDITIONAL
INFORMATION CAN BE OBTAINED WITHOUT CHARGE BY WRITING TO THE FUNDS OR BY CALLING
THE FUNDS AT THE ADDRESS AND TELEPHONE NUMBER SHOWN ON THE PREVIOUS PAGE.
Please read this Prospectus before investing. It sets forth the
information about the Growth Equity Fund that a prospective investor ought to
know before investing. Investors should retain this Prospectus for future
reference.
-2-
<PAGE> 6
FEE TABLE
---------
Growth Equity Fund
------------------
Shareholder Transaction Expenses(1)
- ----------------------------------
Maximum Sales Load
Imposed on Purchases(2) 4.00%
(as a percentage of offering price)
Maximum Sales Load Imposed
on Reinvested Dividends 0%
(as a percentage of offering price)
Deferred Sales Load 0%
(as a percentage of original
purchase price or redemption
proceeds, if applicable)
Redemption Fees(3) 0%
(as a percentage of amount
redeemed, if applicable)
Exchange Fees $0
- ------------
(1) Participating Organizations (as defined in "DISTRIBUTION") may
charge a Customer's (as defined in "DISTRIBUTION") account fees for automatic
investment and other investment and trust services provided in connection with
investment in the Funds. (See "HOW TO PURCHASE SHARES.")
(2) There may be no sales load imposed upon purchases of shares of the
Funds by (1) investors who purchase through the Investment Adviser and who have
an existing trust relationship with the Investment Adviser; (2) employees of the
Investment Adviser, or its affiliates; (3) each Trustee of the Funds and any
employee of a company that constitutes the principal business activity of a
Trustee; (4) employees of the Distributor and its affiliates; (5) orders placed
on behalf of other investment companies distributed by The BISYS Group, Inc. or
its affiliated companies; (6) existing Shareholders who own Shares in the Fund
within their trust accounts and purchase additional Shares outside of their
trust relationship; and (7) investors within wrap accounts.
(3) A wire redemption charge may be deducted from the amount of a wire
redemption payment made at the request of a holder of Shares. The current
charge, which is subject to change upon notice to Shareholders, is $15.00. (See
"HOW TO REDEEM SHARES --By Telephone.")
-3-
<PAGE> 7
Growth Equity Fund
------------------
Annual Operating Expenses
- -------------------------
(as a percentage of average net assets)
Management Fees(4) .50%
(after voluntary fee reductions)
12b-1 Fees .25%
Other Expenses .35%
Total Fund Operating Expenses(5) 1.10%
(after voluntary fee reductions)
- ------------
(4) In order to reduce operating expenses, the Investment Adviser has
currently established the investment advisory fees at the above amount, pursuant
to an agreement with the Funds. The maximum amount of the investment advisory
fees, if charged, would be .69% of the average daily net assets of the Growth
Equity Fund.
(5) This figure is based on estimates and reflects anticipated
voluntary reduction of fees. Absent voluntary reduction of fees, the Total Fund
Operating Expenses for the Growth Equity Fund are estimated to be 1.29% of the
Fund's average daily net assets.
-4-
<PAGE> 8
EXAMPLE: You would pay the following expenses on a $1,000 investment in each of
the Funds, assuming (1) 5% annual return and (2) redemption at the end of each
time period:
Growth Equity Fund
------------------
1 Year $51
3 Years $74
5 Years N/A
10 Years N/A
The purpose of the above table is to assist a potential purchaser of
Shares of the Growth Equity Fund in understanding the various costs and expenses
that an investor in the Growth Equity Fund will bear directly or indirectly. The
examples reflect voluntary reductions of fees, as applicable, pursuant to the
arrangement described in note 4. The subject fee reduction may cease, which
would have the effect of increasing the projected expenses set forth above in
the examples. Such expenses do not include any fees charged by BOK or any of its
affiliates to its customers' accounts which may have invested in shares of the
Fund. See "MANAGEMENT OF THE GROWTH EQUITY FUND", "SALES CHARGES", and
"DISTRIBUTION" for a more complete discussion of the transaction expenses and
annual operating expenses of a holder of Shares ("Shareholder") of the Growth
Equity Fund. NASD rules generally limit the amount that the Fund may pay under a
Distribution Plan. The Fund would stop accruing payments under the Distribution
Plan if, to the extent, and for as long as, such limit would otherwise be
exceeded. Long-term shareholders may pay more than the equivalent of the maximum
front-end sales charges otherwise permitted by the Rules of the National
Association of Securities Dealers, Inc.
THE FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
-5-
<PAGE> 9
INVESTMENT OBJECTIVE
--------------------
The investment objective of the Growth Equity Fund is to seek long-term
capital appreciation and growth of income by investing primarily in a
diversified portfolio of common stocks and securities convertible into common
stocks. To achieve its objective, the Fund under normal market conditions will
invest substantially all, but not less than 70%, of the value of its total
assets in equity securities consisting of common stocks or securities
convertible into common stocks. The Fund will seek to invest in companies with
growth characteristics from a universe of equities above a given market
capitalization, currently $500 million. Growth companies will generally be above
average in such characteristics as past earnings per share growth, future
estimated earnings per share growth, sales per share growth, and return on
equity. The Fund may exhibit slightly more volatility than the Standard & Poor's
500 Index.
The investment objectives with respect to the Growth Equity Fund may not
be changed without a vote of the holders of a majority of the outstanding Shares
of the Fund (as defined in the Statement of Additional Information). There can
be no assurance that the investment objectives of the Fund will be achieved.
Additionally, the Growth Equity Fund may engage in certain investment
techniques which may subject the Fund to certain risks (see "INVESTMENT POLICIES
AND SPECIAL CONSIDERATIONS").
INVESTMENT POLICIES AND SPECIAL CONSIDERATIONS
----------------------------------------------
Under normal market conditions, the Growth Equity Fund will invest at
least 70% of the value of its total assets in common stocks and securities
convertible into common stocks of companies believed by the Investment Adviser
to be characterized by sound management and the ability to finance expected
growth. The Growth Equity Fund may also invest up to 30% of the value of its
total assets in preferred stocks, corporate bonds, notes, warrants, and cash
equivalents. Corporate bonds will be rated at the time of purchase within the
three highest ratings categories assigned by a nationally recognized statistical
ratings organization (an "NRSRO") (E.G., at least "A" by Moody's Investors
Services ("Moody's") or Standard & Poor's Corporation ("S&P")) or, if not rated,
found by the Investment Adviser under guidelines established by the Funds' Board
of Trustees to be of comparable quality.
"Cash equivalents" are deposits or high quality, interest-bearing
instruments with a remaining maturity of one year or less. The purpose of cash
equivalents is to provide liquidity and income at money market rates while
minimizing the risk of decline in value to the maximum extent possible. The
instruments may include, but are not limited to, commercial paper, domestic and
Eurodollar certificates of deposit, repurchase agreements, bankers'
-6-
<PAGE> 10
acceptances, United States Treasury Bills, master demand notes, agency discount
notes, bank money market deposit accounts and money market mutual funds. The
Growth Equity Fund will only purchase commercial paper rated at the time of
purchase within the three highest ratings categories assigned by an NRSRO (E.G.,
A-1 by S&P, P-1 by Moody's or F-1 by Fitch Investors Service) or, if not rated,
found by the Investment Adviser under guidelines established by the Funds' Board
of Trustees to be of comparable quality. See "Appendix" to the Statement of
Additional Information for an explanation of these ratings. During temporary
defensive periods as determined by the Investment Adviser, the Fund may hold up
to 100% of its total assets in cash equivalents.
INVESTMENT COMPANY SECURITIES. The Growth Equity Fund may invest in shares of
other investment companies, including other American Performance Funds. However,
the Growth Equity Fund may not invest more than 5% of its total assets in the
securities of any one investment company, nor may the Fund own more than 3% of
the outstanding securities of any investment company or invest more than 10% of
its total assets in the securities of other investment companies. These
investment companies typically pay an investment advisory fee out of their
assets. Therefore, investments may be subject to duplicate management, advisory
and distribution fees. The Investment Adviser will consider this fee in its
investment analysis when determining whether to purchase shares of these
companies for the Growth Equity Fund. This fee is in addition to the fees
received by Growth Equity Fund's Investment Adviser and Administrator. In order
to avoid the imposition of additional fees as a result of investments by the
Growth Equity Fund in shares of other American Performance Funds, the Investment
Adviser and Administrator have agreed to promptly forward to the Growth Equity
Fund any portion of their usual asset-based service fees from an American
Performance Fund which is attributable to investment by the Growth Equity Fund
in shares of such other American Performance Fund.
OPTIONS AND FUTURES CONTRACTS. The Growth Equity Fund may acquire put or call
options and futures contracts and may write covered call options. See the
Statement of Additional Information for more information on these investment
activities.
Futures transactions involve brokerage costs and require the Growth
Equity Fund to segregate assets to cover contracts that would require it to
purchase securities. The Growth Equity Fund may lose the expected benefit of
futures transactions if interest rates or securities prices move in an
unanticipated manner. Such unanticipated changes may also result in poorer
overall performance than if the Growth Equity Fund had not entered into any
futures transactions. In addition, the value of the Growth Equity Fund's futures
positions may not prove to be perfectly or even highly correlated with the value
of its portfolio securities, limiting the Growth Equity Fund's ability to hedge
effectively against interest rate and/or market risk and giving rise to
additional risks. There is no assurance of liquidity in the secondary market for
purposes of closing out futures positions.
-7-
<PAGE> 11
FOREIGN SECURITIES. The Growth Equity Fund may invest in foreign securities
through the purchase of sponsored and unsponsored American Depository Receipts
and may also invest in securities issued by foreign branches of U.S. banks and
foreign banks, in Canadian commercial paper, and in Europaper (U.S. dollar
denominated commercial paper of a foreign issuer). Investment in foreign
securities is subject to special risks, such as future adverse political and
economic developments, possible seizure, nationalization, or expropriation of
foreign investments, less stringent disclosure requirements, the possible
establishment of exchange controls or taxation at the source, or the adoption of
other foreign governmental restrictions.
SECURITIES LENDING. In order to generate additional income, the Growth Equity
Fund may, from time to time, lend its portfolio securities to broker-dealers,
banks, or institutional borrowers of securities. The Fund will enter into loan
agreements only with broker-dealers, banks, or other institutions that the
Investment Adviser has determined are creditworthy under guidelines established
by the Funds' Board of Trustees. See the Statement of Additional Information for
more information on these investment activities.
REPURCHASE AGREEMENTS. Securities held by the Growth Equity Fund may be subject
to repurchase agreements. Under the terms of a repurchase agreement, the Fund
would acquire securities from financial institutions such as member banks of the
Federal Deposit Insurance Corporation or registered broker-dealers which the
Investment Adviser deems creditworthy under guidelines approved by the Funds'
Board of Trustees, subject to the seller's agreement to repurchase such
securities at a mutually agreed upon date and price. The repurchase price would
generally equal the price paid by the Fund plus interest negotiated on the basis
of current short-term rates, which may be more or less than the rate on the
underlying portfolio securities. The seller under a repurchase agreement will be
required to maintain the value of collateral held pursuant to the agreement at
not less than the repurchase price (including accrued interest) and the
Investment Adviser will monitor the collateral's value to ensure that it equals
or exceeds the repurchase price. Repurchase agreements are considered to be
loans by an investment company under the Investment Company Act of 1940 (the
"1940 Act"). See the Statement of Additional Information for more information
regarding this investment practice.
REVERSE REPURCHASE AGREEMENTS. The Growth Equity Fund may borrow funds for
temporary purposes by entering into reverse repurchase agreements in accordance
with the investment restrictions described below. Pursuant to such agreements,
the Fund would sell portfolio securities to financial institutions such as banks
and broker-dealers and agree to repurchase them at a mutually agreed upon date
and price. At the time the Fund enters into a reverse repurchase agreement, it
will place in a segregated custodial account assets, such as liquid high quality
debt securities, consistent with the Fund's investment objective having a value
not less than 100% of the repurchase price (including accrued interest), and the
Investment Adviser will subsequently monitor the account to ensure that such
required value is maintained. Reverse repurchase agreements involve the risk
that the market value of the securities sold by the Fund
-8-
<PAGE> 12
may decline below the price at which such Fund is obligated to repurchase the
securities. Reverse repurchase agreements are considered to be borrowings by an
investment company under the 1940 Act.
WHEN-ISSUED SECURITIES. The Growth Equity Fund may purchase securities on a
when-issued basis. When-issued securities are securities purchased for delivery
beyond the normal settlement date at a stated price and yield and thereby
involve a risk that the yield obtained in the transaction will be less than
those available in the market when delivery takes place. The Fund will generally
not pay for such securities or start earning interest on them until they are
received. When the Fund agrees to purchase such securities, its Custodian will
set aside cash or liquid high grade securities equal to the amount of the
commitment in a separate account with the Custodian or a Sub-Custodian of the
Fund. Securities purchased on a when-issued basis are recorded as an asset and
are subject to changes in value based upon changes in the general level of
interest rates. The Fund expects that commitments to purchase when-issued
securities will not exceed 25% of the value of its total assets absent unusual
market conditions. In the event that its commitments to purchase when-issued
securities ever exceeded 25% of the value of its assets, the Fund's liquidity
and the ability of the Investment Adviser to manage it might be severely
affected. The Fund does not intend to purchase when-issued securities for
speculative purposes but only in furtherance of its investment objective.
PRIVATE PLACEMENT INVESTMENTS. The Growth Equity Fund may invest in commercial
paper issued in reliance on the so-called "private placement" exemption from
registration afforded by Section 4(2) of the Securities Act of 1933, and resold
to qualified institutional buyers under Securities Act Rule 144A ("Section 4(2)
paper"). Section 4(2) paper is restricted as to disposition under the federal
securities laws, and generally is sold to institutional investors such as the
Funds who agree that they are purchasing the paper for investment and not with a
view to public distribution. Any resale by the purchaser must be in an exempt
transaction and may be accomplished in accordance with Rule 144A. Section 4(2)
paper normally is resold to other institutional investors like the Funds through
or with the assistance of the issuer or investment dealers who make a market in
the Section 4(2) paper, thus providing liquidity. The Fund will not invest more
than 10% of its net assets in Section 4(2) paper and illiquid securities unless
the Investment Adviser determines, by continuous reference to the appropriate
trading markets and pursuant to guidelines approved by the Board of Trustees,
that any Section 4(2) paper held by the Fund in excess of this level is at all
times liquid.
Because it is not possible to predict with assurance exactly how this
market for Section 4(2) paper sold and offered under Rule 144A will develop, the
Board of Trustees and the Investment Adviser, pursuant to the guidelines
approved by the Board of Trustees, will carefully monitor the Fund's investments
in these securities, focusing on such important factors, among others, as
valuation, liquidity, and availability of information. Investments in Section
-9-
<PAGE> 13
4(2) paper could have the effect of reducing the Fund's liquidity to the extent
that qualified institutional buyers become for a time not interested in
purchasing these restricted securities.
PORTFOLIO TURNOVER. Portfolio turnover may vary greatly from year to year as
well as within a particular year. High turnover rates will generally result in
higher transaction costs to the Growth Equity Fund and may result in additional
tax consequences to the Fund's Shareholders. The portfolio turnover rate for the
Fund is not expected to exceed 100% per year. For further information regarding
portfolio turnover, see the Statement of Additional Information.
INVESTMENT RESTRICTIONS
-----------------------
The Growth Equity Fund is subject to a number of investment restrictions
that may be changed only by a vote of a majority of the outstanding Shares of
the Fund (as defined in "GENERAL INFORMATION-Miscellaneous").
Pursuant to these investment restrictions:
1. The Growth Equity Fund will not purchase a security if, as a result,
with respect to 75% of its portfolio (i) more than 5% of the value of its total
assets would be invested in any one issuer, or (ii) it would hold more than 10%
of any class of securities of such issuer or more than 10% of the outstanding
voting securities of the issuer. There is no limit on the percentage of assets
that may be invested in U.S. Treasury bills, notes, or other obligations issued
or guaranteed by the U.S. Government or its agencies and instrumentalities. For
purposes of this and the immediately following limitation, a security is
considered to be issued by the government entity (or entities) whose assets and
revenues back the security, or, with respect to a private activity bond that is
backed only by the assets and revenues of a non-governmental user, such
non-governmental user.
2. The Growth Equity Fund will not purchase a security if, as a result,
more than 25% of the value of its total assets would be invested in securities
of one or more issuers conducting their principal business activities in the
same industry, provided that (a) this limitation shall not apply to obligations
issued or guaranteed by the U.S. Government or its agencies and
instrumentalities; (b) wholly owned finance companies will be considered to be
in the industries of their parents if their activities are primarily related to
financing the activities of their parents; and (c) utilities will be divided
according to their services. For example, gas, gas transmission, electric and
gas, electric, and telephone will each be considered a separate industry.
3. The Growth Equity Fund may not borrow money or issue senior
securities, except that the Fund may borrow from banks or enter into reverse
repurchase agreements for temporary purposes in amounts up to 10% of the value
of its total assets at the time of such borrowing; or
-10-
<PAGE> 14
mortgage, pledge, or hypothecate any assets, except in connection with any such
borrowing and in amounts not in excess of the lesser of the dollar amounts
borrowed or 10% of the value of the Fund's total assets at the time of its
borrowing. The Fund will not purchase securities while its borrowings (including
reverse repurchase agreements) exceed 5% of its total assets.
4. The Growth Equity Fund may not make loans, except that the Fund may,
in accordance with its investment objectives and policies, purchase or hold debt
instruments, lend portfolio securities, and enter into repurchase agreements.
5. The Growth Equity Fund will not enter into a repurchase agreement
with a maturity in excess of seven days if such investment, together with other
instruments in the Fund which are not readily marketable, exceeds 10% of the
Fund's net assets.
VALUATION OF SHARES
-------------------
The net asset value of the Growth Equity Fund is determined and its
Shares are priced as of the close of regular trading of the New York Stock
Exchange ("NYSE") (generally 4:00 p.m. Eastern Time) on each Business Day
("Valuation Time"). As used herein, a "Business Day" constitutes any day on
which the NYSE is open for trading, and the Federal Reserve Bank of Kansas City
is open, except days on which there are not sufficient changes in the value of
the Fund's portfolio securities that the Fund's net asset value might be
materially affected, or days during which no Shares are tendered for redemption
and no orders to purchase Shares are received. Currently, the NYSE or the
Federal Reserve Bank of Kansas City is closed on the following holidays: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day
and Christmas Day. Net asset value per Share for purposes of pricing sales and
redemptions is calculated by dividing the value of all securities and other
assets belonging to the Fund, less the liabilities charged to the Fund, by the
number of its outstanding Shares.
The securities in the Growth Equity Fund will be valued at market value.
If market quotations are not readily available, the securities will be valued by
a method which the Funds' Board of Trustees believes accurately reflects fair
value. Debt securities with remaining maturities of 60 days or less will be
valued in accordance with the amortized cost method where the Funds' Trustees
determine that amortized cost is fair value. For further information about
valuation of investments, see the Statement of Additional Information.
-11-
<PAGE> 15
HOW TO PURCHASE SHARES
----------------------
Shares of the Growth Equity Fund are sold on a continuous basis and may
be purchased directly from the Funds' Distributor, BISYS, either by mail, by
telephone, or by electronic transfer. Shares may also be purchased through a
bank or broker-dealer who has established a dealer agreement with the
Distributor. Except as described in "Auto Invest Plan" below, the minimum
initial purchase is $1,000, and the minimum for subsequent purchases is only
$100. These minimums may be waived if purchases are made in connection with
Individual Retirement Accounts ("IRAs"), Keoghs, qualified pension plans,
similar plans, or other employer plans. For information on IRAs, Keoghs or
similar plans, contact BOK at (918) 588-6586.
BY MAIL
Investors may purchase Shares of the Growth Equity Fund by completing
and signing an Account Registration form and mailing it, along with a check (or
other negotiable bank instrument or money order) for at least $1,000, payable to
the appropriate Fund, in care of the Funds' Custodian at Bank of Oklahoma, N.A.,
Attention: American Performance Funds, Department 12, Tulsa, Oklahoma 74182.
Subsequent purchases of Shares may be made at any time by mailing a check (or
other negotiable bank draft or money order) for at least $100, payable to the
Fund, to the above address.
Account Registration forms can be obtained by calling the Funds at (800)
762-7085.
BY TELEPHONE OR ELECTRONIC TRANSFER
If an investor's Account Registration form has been previously received
by the Distributor, investors may also purchase Shares of the Growth Equity Fund
by telephone or by electronic transfer to the Funds' Custodian. To place an
order by telephone, call the Funds toll-free at (800) 762-7085. Payment for
Shares ordered by telephone may be made by check and must be received by the
Funds' Custodian within the settlement requirements defined under the Securities
Exchange Act of 1934. Shares of the Growth Equity Fund ordered by telephone will
be purchased for the Shareholder's account when the order has been received. Any
questions regarding current settlement requirements or electronic payment
instructions should be directed to the Funds at (800) 762-7085.
If payment for the Shares is not received within the prescribed time
periods, or if a check timely received does not clear, the purchase will be
cancelled and the investor could be liable for any losses or fees incurred.
-12-
<PAGE> 16
AUTO INVEST PLAN
The Funds offer an Auto Invest Plan which enables Shareholders of the
Growth Equity Fund to make regular monthly or quarterly purchases of Shares
through automatic deductions from their bank accounts. With Shareholder
authorization, the Transfer Agent deducts the amount specified from the
Shareholder's bank account which is then automatically invested in Shares at net
asset value. The required minimum initial investment when opening an account
using the Auto Invest Plan is $100; the minimum amount for subsequent
investments in the Fund is $50. To participate in the Auto Invest Plan,
Shareholders should complete the appropriate section of the Account Registration
form which can be acquired by calling (800) 762-7085. To change the Auto Invest
instructions, a Shareholder must submit a written request to the Funds. A
Shareholder may discontinue the feature by submitting a written request to or by
calling the Funds.
FUND DIRECT INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS")
A Fund Direct IRA enables individuals, even if they participate in an
employer-sponsored retirement plan, to establish their own retirement program.
IRA contributions may be tax-deductible and earnings are tax-deferred. Under the
Tax Reform Act of 1986, the tax deductibility of IRA contributions is restricted
or eliminated for individuals who participate in certain employer pension plans
and whose annual income exceeds certain limits. Existing IRAs and future
contributions up to the IRA maximums, whether deductible or not, still earn
income on a tax-deferred basis.
All IRA distribution requests must be made in writing to the Funds. Any
additional deposits to an IRA must distinguish the type and year of the
contribution. For more information on an IRA call the Funds at (800) 762-7085.
Shareholders are advised to consult a tax adviser on IRA contribution and
withdrawal requirements and restrictions.
OTHER INFORMATION REGARDING PURCHASES
Shares may also be purchased through procedures established by the
Distributor in connection with the requirements of qualified accounts maintained
by or on behalf of certain persons ("Customers") by Participating Organizations
under the Funds' Distribution Plan (See "DISTRIBUTION"). Shares of the Growth
Equity Fund sold to a Participating Organization on behalf of Customers will
normally be held of record by the Participating Organization and it is the
responsibility of the Participating Organization to transmit purchase or
redemption orders to the Distributor and to deliver funds for the purchase
thereof on a timely basis.
Depending upon the terms of a particular Customer account, a
Participating Organization may charge a Customer account fees for services
provided in connection with
-13-
<PAGE> 17
investment in the Growth Equity Fund. Information concerning these services and
any charges can be obtained from the Participating Organization or one of its
affiliates. This Prospectus should be read in conjunction with any such
information so received.
Shares of the Growth Equity Fund are purchased at the net asset value
per share (see "VALUATION OF SHARES") next determined after receipt by the
Distributor of an order to purchase Shares in good form, plus any applicable
sales charge as described below. Purchases of Shares in the Fund will be
effected only on a Business Day (as defined in "VALUATION OF SHARES") of the
Fund. An order received prior to the Valuation Time on any Business Day will be
executed at the net asset value determined as of the Valuation Time on the day
of receipt. An order received after the Valuation Time on any Business Day will
be executed at the net asset value determined as of the Valuation Time on the
next Business Day.
In the case of orders for the purchase of Shares placed through a
broker-dealer, the applicable public offering price will be the net asset value
as so determined, but only if the broker-dealer receives the order prior to the
Valuation Time for that day and transmits it to the Distributor prior to the
Valuation Time for that day. The broker-dealer is responsible for transmitting
such orders promptly. If the broker-dealer fails to do so, the investor's right
to that day's closing price must be settled between the investor and the
broker-dealer. If the broker-dealer receives the order after the Valuation Time
for that day, the price will be based on the net asset value determined as of
the Valuation Time for the next day.
The Growth Equity Fund reserves the right to reject any order for the
purchase of its Shares in whole or in part, including purchases made with
foreign and third party checks.
Every Shareholder will receive a confirmation of each new transaction in
the Shareholder's account, which will show the total number of Shares of the
Growth Equity Fund owned by the Shareholder and the number of Shares being held
in safekeeping by the Transfer Agent for the account of the Shareholder.
Confirmation of purchases and redemptions of Shares of the Fund by a
Participating Organization on behalf of a Customer will be sent by the
Participating Organization. Shareholders may rely on these statements in lieu of
certificates. No certificates representing Shares of the Fund will be issued.
SALES CHARGES
-------------
The public offering price of a Share of each of the Growth Equity Fund
equals its net asset value plus a sales charge. BISYS receives this sales charge
as Distributor and reallows a portion of it as dealer discounts and brokerage
commissions. However, the Distributor, at its sole discretion, may pay certain
dealers all or part of the portion of the sales charge it receives.
-14-
<PAGE> 18
A broker or dealer who receives a reallowance in excess of 90% of the sales
charge may be deemed to be an "underwriter" for purposes of the Securities Act
of 1933.
The following table sets forth information pertaining to the Sales
Charges for the Growth Equity Fund.
<TABLE>
<CAPTION>
Sales Sales Dealer Discounts
Charge as Charge as and Brokerage
a Percent- a Percent- Commissions as
age of Net age of Net % of Public
Amount Offering Offering
Amount of Purchase Invested Price Price
- ------------------ --------- ---------- ------------
<S> <C> <C> <C>
Less than $50,000.................... 4.17% 4.00% 3.50%
$50,000 but less than $250,000....... 3.63% 3.50% 3.00%
$250,000 but less than $500,000...... 3.09% 3.00% 2.50%
$500,000 but less than $1,000,000.... 2.56% 2.50% 2.25%
$1,000,000 or more................... 2.04% 2.00% 2.00%
</TABLE>
From time to time dealers who receive dealer discounts and brokerage
commissions from the Distributor may reallow all or a portion of such dealer
discounts and brokerage commissions to other dealers or brokers.
The Distributor, at its expense, will also provide additional
compensation to dealers in connection with sales of Shares of the Fund. Such
compensation will include financial assistance to dealers in connection with
conferences, sales or training programs for their employees, seminars for the
public, advertising campaigns regarding one or more Funds of the Funds, and/or
other dealer-sponsored special events. In some instances, this compensation will
be made available only to certain dealers whose representatives have sold a
significant amount of such Shares. Compensation will include payment for travel
expenses, including lodging, incurred in connection with trips taken by invited
registered representatives and members of their families to locations within or
outside of the United States for meetings or seminars of a business nature.
Compensation will also include the following types of non-cash compensation
offered through sales contests: (1) vacation trips, including the provision of
travel arrangements and lodging at luxury resorts at exotic locations, (2)
tickets for entertainment events (such as concerts, cruises and sporting events)
and (3) merchandise (such as clothing, trophies, clocks and pens). Dealers may
not use sales of a Fund's Shares to qualify for this compensation to the extent
such may be prohibited by the laws of any state or any self-regulatory agency,
such as the National Association of Securities Dealers, Inc. None of the
aforementioned compensation is paid for by any Fund or its Shareholders.
-15-
<PAGE> 19
SALES CHARGE WAIVERS
--------------------
The Distributor may periodically waive the sales charges for all
customers with respect to the Funds. In addition, the Distributor may waive the
sales charge for the purchase of a Fund's shares with the proceeds from the
recent redemption of shares of another non-money market mutual fund that imposes
a sales charge.
The sales charges may also be waived for (1) investors who purchase
through accounts with the Investment Adviser and through their existing trust
relationship with the Investment Adviser; (2) employees of the Investment
Adviser or its affiliates; (3) each Trustee of the Funds and any employee of a
company that constitutes the principal business activity of a Trustee; (4)
employees of the Distributor and its affiliates; (5) orders placed on behalf of
other investment companies distributed by The BISYS Group, Inc. or its
affiliated companies; (6) existing Shareholders who own Shares in any of the
Funds within their trust accounts and purchase additional Shares outside of
these trust relationships; and (7) investors within wrap accounts.
Each investor described in paragraphs (2), (3), (4), and (6) above must
identify himself or herself at the time of purchase. When an investor who has
previously redeemed Shares of any American Performance Fund re-enters the
American Performance Funds, the sales charge on the newly purchased shares will
be waived on a one-time basis in an amount up to the total of any sales charge
paid on the Shares previously redeemed. If the Shareholder exercising this
re-entry privilege paid a sales charge on the redeemed shares and held them for
less than 91 days, such Shareholder must reduce his or her cost basis of the
redeemed shares for purposes of determining any capital gain or loss on the
redemption by the lesser of (1) the sales charge paid for those shares, or (2)
the sales charge waived in connection with the purchase of the new shares. The
Funds reserve the right to alter the terms of their sales charge waiver
practices upon sixty days' notice to Shareholders.
CONCURRENT PURCHASES AND RIGHT OF ACCUMULATION
----------------------------------------------
For purposes of qualifying for a reduced sales charge, investors have
the privilege of combining concurrent purchases of, and holdings in, shares of
any Funds of the Funds sold with a sales charge ("Eligible Shares"). Investors
are permitted to purchase Eligible Shares at the public offering price
applicable to the total of (a) the dollar amount of the Eligible Shares then
being purchased plus (b) an amount equal to the then-current net asset value of
the purchaser's combined holdings of Eligible Shares.
To receive the applicable public offering price pursuant to concurrent
purchases and the right of accumulation, Shareholders must, at the time of
purchase, give the Distributor sufficient
-16-
<PAGE> 20
information to permit confirmation of qualification. Investors may combine
purchases of Eligible Shares that are made in their individual capacity with (1)
purchases that are made by members of their immediate household and (2)
purchases made by businesses that they own as sole proprietorships, for purposes
of obtaining reduced sales charges pursuant to concurrent purchases and the
right of accumulation. In order to accomplish this, however, investors must
designate on the Account Registration form the accounts that are to be combined
for this purpose. Investors can only designate accounts that are open at the
time of the concurrent purchases and when the right of accumulation is
exercised.
LETTER OF INTENT
----------------
You may obtain a reduced sales charge by means of a written Letter of
Intent which expresses your intention to invest, within a period of 13 months, a
certain amount in Shares of any of the American Performance Funds which charge a
sales load. Each purchase of Shares under a Letter of Intent will be made at the
public offering price plus the sales charge applicable at the time of such
purchase to a single transaction of the total dollar amount indicated in the
Letter of Intent. A Letter of Intent may include purchases of Shares made not
more than 90 days prior to the date the investor signs a Letter of Intent;
however, the 13-month period during which the Letter of Intent is in effect will
begin on the date of the earliest purchase to be included.
A Letter of Intent is not a binding obligation upon the investor to
purchase the full amount indicated. The minimum initial investment under a
Letter of Intent is 5% of such amount. Shares purchased with the first 5% of
such amount will be held in escrow (while remaining registered in the name of
the investor) to secure payment of the higher sales charge applicable to the
Shares actually purchased if the full amount indicated is not purchased. Such
escrowed Shares will be involuntarily redeemed to pay the additional sales
charge, if necessary. Dividends on escrowed Shares, whether paid in cash or
reinvested in additional Shares are not subject to escrow. The escrowed Shares
will not be available for disposal by the investor until all purchases pursuant
to the Letter of Intent have been made or the higher sales charge has been paid.
When the full amount indicated has been purchased, the escrow will be released.
Additionally, if the total purchases within the 13-month period exceed
the amount specified, an adjustment will be made to reflect further reduced
sales charges applicable to such purchases. Adjustments for these purchases and
purchases made during the 90-day period prior to submission of the Letter of
Intent will be made at the conclusion of the 13-month period and in the form of
additional shares credited to the shareholder's account at the then current
Public Offering Price applicable to a single purchase of the total amount of the
total purchase.
-17-
<PAGE> 21
For further information, interested investors should contact the
Distributor. Letter of Intent privileges may be amended or terminated without
notice at any time by the Distributor.
EXCHANGE PRIVILEGE
------------------
Shares of the Growth Equity Fund may be exchanged without payment of a
sales charge for Shares of any American Performance Fund having a sales charge
equal to or less than that of the Fund Shares sought to be exchanged. If the
Shareholder exercising the exchange privilege paid a sales charge on the
exchanged Shares that is less than the sales charge applicable to the Shares
sought to be acquired through the exchange, such Shareholder must pay a sales
charge on the exchange equal to the difference between the sales charge paid for
the exchanged Shares and the sales charge applicable to the Shares sought to be
acquired through the exchange. The exchange will be made on the basis of the
relative net asset values of the Shares exchanged. An exchange is considered a
sale of Shares and may result in a capital gain or loss for federal income tax
purposes. If the Shareholder exercising the exchange privilege paid a sales
charge on the exchanged Shares and held them for less than 91 days, for purposes
of determining the amount of the capital gain or loss, such Shareholder must
reduce his or her cost basis of the exchanged Shares by the lesser of (1) the
sales charge paid for those Shares, or (2) the sales charge waived on the
exchange. The sales charge is treated as incurred in connection with the
acquisition of the newly exchanged-for Shares. The exchange privilege may only
be exercised in states where the exchange may legally be made. The Funds reserve
the right to eliminate or to alter the terms of this exchange offer upon sixty
days' notice to Shareholders.
A Shareholder wishing to exchange his or her Shares may do so by
contacting the Funds at (800) 762-7085 or by providing written instructions to
the Distributor. Any Shareholder who wishes to make an exchange must have
received a current Prospectus of the Fund in which he or she wishes to invest
before the exchange will be effected.
HOW TO REDEEM SHARES
--------------------
Shares may ordinarily be redeemed by mail or by telephone. Shareholders
may redeem their Shares without charge on any day that the net asset value is
calculated (see "VALUATION OF SHARES"). However, all or part of a Customer's
Shares may be redeemed in accordance with instructions and limitations
pertaining to his or her account held at a Participating Organization.
-18-
<PAGE> 22
BY MAIL
- -------
Shares may be redeemed by mail by sending a written request to the
Distributor in care of the Funds' Custodian at Bank of Oklahoma, N.A.,
Attention: American Performance Funds, Department 12, Tulsa, Oklahoma 74182. The
Distributor may require a signature guarantee by an eligible guarantor
institution. For purposes of this policy, the term "eligible guarantor
institution" shall include banks, brokers, dealers, credit unions, securities
exchanges and associations, clearing agencies and savings associations as those
terms are defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. The
Distributor reserves the right to reject any signature guarantee if (i) it has
reason to believe that the signature is not genuine, (ii) it has reason to
believe that the transaction would otherwise be improper, or (iii) the guarantor
institution is a broker or dealer that is neither a member of a clearing
corporation nor maintains net capital of at least $100,000. The signature
guarantee requirements will be waived if all of the following conditions apply:
(1) the redemption check is payable to the Shareholder(s) of record, and (2) the
redemption check is mailed to the Shareholder(s) at the address of record. The
Shareholder may also have the proceeds mailed or sent electronically to a
commercial bank account previously designated on the Account Registration form
or by written instruction to the Distributor. There is no charge for having
redemption requests mailed to a designated bank account.
BY TELEPHONE
- ------------
Shares may be redeemed by telephone if the Account Registration form
reflects that the Shareholder has that capability. The Shareholder may have the
proceeds mailed to his or her address or mailed or sent electronically to a
commercial bank account previously designated on the Account Registration form.
Under most circumstances, payments will be transmitted on the next Business Day
following receipt of a valid request for redemption. Electronic payment requests
may be made by the Shareholder by calling the Funds at (800) 762-7085. The
Transfer Agent may reduce the amount of a wire redemption payment by the
Custodian's then-current wire redemption charge (presently $15.00). Neither the
Distributor, the Transfer Agent, the Investment Adviser, nor the Funds will be
liable for any losses, damages, expenses or costs arising out of any telephone
transaction (including exchanges and redemptions) effected in accordance with
the Funds' telephone transaction procedures, upon instructions reasonably
believed to be genuine. The Funds will employ procedures designed to provide
reasonable assurance that the instructions communicated by telephone are
genuine; if these procedures are not followed, the Funds may be liable for any
losses due to unauthorized or fraudulent instructions. These procedures include
recording all phone conversations, sending confirmations to Shareholders within
72 hours of the telephone transaction, verifying the account name and a
Shareholder's account number or tax identification number and sending redemption
proceeds only to the address of record or to a previously authorized account.
If, due to temporary adverse conditions, investors are unable to effect
telephone transactions,
-19-
<PAGE> 23
Shareholders may also mail the redemption request to the Distributor at the
address listed above under "HOW TO REDEEM SHARES -- By Mail." The telephone
redemption option will be suspended for a period of 10 days following a
telephonic address change.
SYSTEMATIC WITHDRAWAL PLAN
- --------------------------
The Systematic Withdrawal Plan enables Shareholders of the Funds to make
regular monthly or quarterly redemptions of Shares if their account has at least
$10,000. With Shareholder authorization, the Transfer Agent will automatically
redeem Shares at the net asset value on the dates of the withdrawal and have a
check in the amount specified mailed to the Shareholder. The required minimum
withdrawal is $100. To participate in the Systematic Withdrawal Plan,
Shareholders should call (800) 762-7085 for more information. Purchases of
additional Shares concurrent with withdrawals may be disadvantageous to certain
Shareholders because of tax liabilities. To change the Systematic Withdrawal
instructions, a Shareholder must submit a written request to the Distributor. A
Shareholder may discontinue the feature by submitting a written request to or by
calling the Funds.
OTHER INFORMATION REGARDING REDEMPTIONS
- ---------------------------------------
All redemption orders are effected at the net asset value per Share next
determined after receipt of a valid request for redemption, as described above.
Payment to Shareholders for Shares redeemed will be made within the settlement
requirements defined in the Securities Exchange Act of 1934, after receipt by
the Distributor of the request for redemption. However, to the greatest extent
possible, the Funds will attempt to honor requests from Shareholders for next
Business Day payments upon redemption of Shares if the request for redemption is
received by the Transfer Agent before the last Valuation Time on a Business Day
or, if the request for redemption is received after the last Valuation Time, to
honor requests for payment within two Business Days, unless it would be
disadvantageous to the Funds or the Shareholders of the particular Fund to sell
or liquidate portfolio securities in an amount sufficient to satisfy requests
for payments in that manner.
At various times, the Growth Equity Fund may be requested to redeem
Shares for which it has not yet received good payment. In such circumstances,
the forwarding of proceeds may be delayed for up to 15 days until payment has
been collected for the purchase of such Shares. The Growth Equity Fund intends
to pay cash for all Shares redeemed, but under abnormal conditions which make
payment in cash unwise, payment may be made wholly or partly in readily
marketable portfolio securities with a market value equal to the redemption
price. In such cases, an investor may incur brokerage costs in converting such
securities to cash.
Due to the relatively high cost of handling small investments, the
Growth Equity Fund reserves the right to redeem, at net asset value, the Shares
of any Shareholder if, because of
-20-
<PAGE> 24
redemptions of Shares by or on behalf of the Shareholder, the account of such
Shareholder in the Fund has a value of less than $500. Accordingly, an investor
purchasing Shares of the Fund in only the minimum investment amount may be
subject to such involuntary redemption if he or she thereafter redeems some of
his or her Shares. Before the Fund exercises its right to redeem such Shares and
to send the proceeds to the Shareholder, the Shareholder will be given notice
that the value of the Shares in his or her account is less than the minimum
amount and will be allowed 60 days to make an additional investment in such Fund
in an amount which will increase the value of the account to at least $500.
See the Funds' Statement of Additional Information -- "ADDITIONAL
PURCHASE AND REDEMPTION INFORMATION" -- for examples of when the right of
redemption may be suspended.
DIVIDENDS
---------
Net investment income of the Growth Equity Fund is declared and paid
quarterly as a dividend to persons who are Shareholders at the close of business
on the day of declaration. Net capital gain income is distributed at least once
a year. A Shareholder will automatically receive all income dividends and
capital gains distributions in additional full and fractional Shares at net
asset value as of the ex-dividend date, unless the Shareholder elects to receive
dividends or distributions in cash. Reinvested dividends receive the same tax
treatment as dividends paid in cash. Such election, or any revocation thereof,
must be made in writing to the Distributor at: BISYS Fund Services, 3435 Stelzer
Road, Columbus, Ohio 43219 and will become effective with respect to dividends
and distributions having record dates after its receipt by the Distributor.
Shareholders may elect to have all income, dividends, and capital gains
distributions paid by check or reinvested in the Fund. If you elect to receive
distributions paid by check and the check (1) is returned and marked as
"undeliverable" or (2) remains uncashed for six months, your payment election
will be changed automatically and your future dividend and capital gains
distribution will be reinvested in the Fund at the per share net asset value
determined as of the date of payment of the distribution. In addition, any
undeliverable check that remains uncashed for six months will be canceled and
reinvested in the Fund at the per share net asset value determined as of the
date of cancellation.
FEDERAL INCOME TAXES
--------------------
The Growth Equity Fund is treated as a separate entity for federal
income tax purposes, each intends to qualify as a "regulated investment company"
under the Internal Revenue Code
-21-
<PAGE> 25
of 1986, as amended, (the "Code") and each intends to distribute all of its net
investment income and capital gains so that it is not required to pay federal
income taxes on amounts so distributed to Shareholders. Shareholders will be
advised at least annually as to the federal income tax consequences of
distributions made during the year.
Receipt by a Shareholder of a distribution of ordinary income and/or an
excess of net short-term capital gain over net long-term loss is treated as a
receipt of ordinary income, whether such distribution is paid in cash or
additional shares. The "70 percent dividends-received deduction" for
corporations generally will apply to these distributions to corporate
shareholders to the extent the distribution represents amounts that would
qualify for the "dividends-received" deduction if the Fund making the
distribution were a regular corporation, and to the extent designated by such
Fund as so qualifying.
Distribution by the Growth Equity Fund of the excess of net long-term
capital gain over net short-term capital loss is generally taxable to
Shareholders as long-term capital gain in the year in which it is received,
regardless of how long the Shareholder has held shares in the Fund. Such
distributions are not eligible for the dividends-received deduction. If a
Shareholder disposes of Shares in the Fund at a loss before holding such Shares
for longer than six months, such loss will be treated as a long-term capital
loss to the extent the Shareholder has received a capital gain dividend on the
Shares.
Prior to purchasing Shares, the impact of dividends or capital gains
distributions which are expected to be declared or have been declared, but have
not been paid, should be carefully considered. Dividends or capital gains
distributions paid after a purchase of Shares are subject to federal income
taxes, although in some circumstances the dividends or distributions may be, as
an economic matter, a return of capital.
Additional information regarding federal income taxes is contained in
the Statement of Additional Information under "INVESTMENT OBJECTIVE AND POLICIES
- - Additional Tax Information Concerning All The Funds." However, the foregoing
and the material in the Statement of Additional Information are only brief
summaries of some of the important tax considerations generally affecting the
Growth Equity Fund and its Shareholders. In addition, the foregoing discussion
and the federal tax information in the Statement of Additional Information are
based on tax laws and regulations which are in effect as of the date of this
Prospectus; these laws and regulations may subsequently change. Prospective
investors in the Growth Equity Fund are advised to consult their tax adviser
with special reference to their own tax situations, including the potential
application of state and local taxes.
-22-
<PAGE> 26
DISTRIBUTION
------------
Shares of the Growth Equity Fund are sold on a continuous basis by the
Distributor for the Funds, BISYS Fund Services (the "Distributor"). Under the
Funds' Distribution and Shareholder Services Plan (the "Distribution Plan"), the
Growth Equity Fund will pay a monthly distribution fee (also referred to as a
12b-1 fee) to the Distributor as compensation for its services in connection
with the Distribution Plan at an annual rate equal to the lesser of (1) such fee
as may from time to time be agreed upon in writing by the Funds and the
Distributor, or (2) twenty-five one-hundredths of one percent (.25%) of the
average daily net assets of the Growth Equity Fund. The Distributor may use the
distribution fee to provide distribution assistance with respect to the Fund's
Shares or to provide Shareholder services to the holders of the Fund's Shares
("Customers") purchased through financial institutions and intermediaries,
broker-dealers, or similar entities, including affiliates or subsidiaries of the
Distributor ("Participating Organizations") pursuant to contractual arrangements
with the Distributor under the Distribution Plan.
The distribution fee will be payable without regard to whether the
amount of the fee is more or less than the actual expenses incurred in a
particular year by the Distributor in connection with distribution assistance or
Shareholder services rendered by the Distributor itself or incurred by the
Distributor pursuant to contractual agreement entered into under the
Distribution Plan.
The Glass-Steagall Act and other applicable laws generally prohibit
banks from engaging in the business of underwriting securities, but in general
do not prohibit banks from purchasing securities as agent for and upon the order
of customers. Accordingly, banks acting as Participating Organizations may
provide only those services which, in the banks' opinion, are consistent with
the then current legal requirements. It is possible, however, that future
legislative, judicial or administrative action affecting the securities
activities of banks will cause the Funds to alter or discontinue their
arrangements with banks that act as Participating Organizations, or change their
method of operations. It is not anticipated, however, that any change in the
Funds' method of operations would affect their net asset value per share or
result in financial loss to any customer. See the Statement of Additional
Information for further information regarding the Distribution Plan and
"MANAGEMENT OF THE GROWTH EQUITY FUND - Banking Laws" for information concerning
the applicability of the Glass-Steagall Act to the Investment Adviser's
investment advisory services to the Funds.
-23-
<PAGE> 27
MANAGEMENT OF THE GROWTH EQUITY FUND
------------------------------------
TRUSTEES OF THE FUNDS
Overall responsibility for management of the Funds rests with the Board
of Trustees of the Funds, who are elected by the Shareholders of the Funds. The
Funds will be managed by the Trustees in accordance with the laws of the
Commonwealth of Massachusetts governing business trusts. There are currently
four Trustees, of whom three are not "interested persons" of the Funds within
the meaning of that term under the 1940 Act. The Trustees, in turn, elect the
officers of the Funds to supervise actively the Funds' day-to-day operations.
The Trustees of the Funds, their addresses, and their principal
occupations during the past five years, are as follows:
Position(s) Held Principal Occupation
Name and Address With the Funds During Past Five Years
- ---------------- -------------- ----------------------
Walter B. Grimm* Chairman From June, 1992 to present,
3435 Stelzer Road and Trustee employee of BISYS Fund
Columbus, Ohio 43219 Services; from 1987 to
June 1992, President of
Leigh Consulting/Investments
(investment firm).
Michael J. Hall Trustee From December, 1995 to
7130 South Lewis, Suite 850 present, Vice President and
Tulsa, Oklahoma 74136 Chief Financial Officer,
Worldwide Sports &
Recreation, Inc.; from
January, 1994 to present,
Vice President and Chief
Financial Officer, Pexco
Holdings, Inc.; from 1991 to
December, 1993, Senior Vice
President, Finance
Administration, Chief
Financial Officer, Treasurer
and Director of Operations,
Europe/Africa/ Middle East
Region of T.D. Williamson,
Inc. (a heavy equipment
manufacturer).
-24-
<PAGE> 28
Perry A. Wimpey Trustee From January, 1992 to
4843 S. 69th East Avenue present, Local Financial
Tulsa, Oklahoma 74145 and Regulatory Consultant;
from June, 1985 to January,
1992, Senior Vice President and
Chief Financial Officer,
ONEOK Inc. (an energy
company).
I. Edgar Hendrix Trustee From June, 1983 to present,
8 East 3rd Street Vice President and Treasurer,
Tulsa, Oklahoma 74103 Parker Drilling Co.
- --------
*Indicates an "interested person" of the Funds as defined in the 1940 Act.
The Trustees receive fees and are reimbursed for their expenses in
connection with each meeting of the Board of Trustees they attend. However, no
officer or employee of an Investment Adviser, Sub-Adviser, or the Administrator
of the Funds receives any compensation from the Funds for acting as a Trustee.
The officers of the Funds receive no compensation directly from the Funds for
performing the duties of their offices. BISYS receives fees from each Fund of
the Funds for acting as Administrator and may receive additional income under
the Distribution Plan of the Funds.
INVESTMENT ADVISER
BOK serves as investment adviser to the Growth Equity Fund. BOK is a
subsidiary of BOK Financial Corporation ("BOK Financial"). BOK Financial is
controlled by its principal shareholder, George B. Kaiser. Through its
subsidiaries, BOK Financial provides a full array of trust, commercial banking
and retail banking services. Its non-bank subsidiaries engage in various
bank-related services, including mortgage banking and providing credit life,
accident, and health insurance on certain loans originated by its subsidiaries.
BOK maintains offices in Tulsa and Oklahoma City and offers a
variety of services for both corporate and individual customers. Individual
financial trust services include personal trust management, administration of
estates, and management of individual investments and custodial accounts. For
corporate clients, the array of services includes management, administration and
recordkeeping of pension plans, thrift plans, 401(k) plans and master trust
plans. BOK has experience in providing investment advisory services to the
Funds, and experience in managing collective investment funds with investment
portfolios and objectives
-25-
<PAGE> 29
comparable to those of the Funds. BOK also serves as transfer agent and
registrar for corporate securities, paying agent for dividends and interest, and
indenture trustee of bond issues. At December 31, 1996, BOK was responsible for
approximately $8.1 billion in assets including approximately $4.2 billion in
assets under management and possessed average equity capital of $322 million.
Subject to the general supervision of the Funds' Board of Trustees
and in accordance with the investment objective and restrictions of the Growth
Equity Fund, BOK manages the Fund, makes decisions with respect to and places
orders for all purchases and sales of their portfolio securities, and maintains
the Fund's records relating to such purchases.
The person primarily responsible for the day-to-day management of
the Growth Equity Fund is Grafton M. Potter. Mr. Potter has been manager of the
American Performance Equity Fund since its inception in 1990. Since 1988, Mr.
Potter has served as Director of Equity Research for the Investment Adviser.
For the services provided and expenses assumed pursuant to its
investment advisory agreement with the Funds, BOK receives a fee from the Growth
Equity Fund, computed daily and paid monthly, equaling the lesser of (1) such
fee as may from time to time be agreed upon by the Funds and BOK, or (2)
sixty-nine one-hundredths of one percent (.69%) of the Growth Equity Fund's
average daily net assets. BOK also receives fee income from the Funds from
several other sources. (See "SALES CHARGES," "DISTRIBUTION," and "MANAGEMENT OF
THE GROWTH EQUITY FUND -- Custodian and Transfer Agent"). BOK may periodically
waive all or a portion of its advisory fee with respect to the Fund to increase
the net income of the Fund available for distribution as dividends. In order to
reduce operating expenses, BOK has currently established the investment advisory
fees pertaining to the Fund at 50% of the Fund's average daily net assets.
ADMINISTRATOR AND DISTRIBUTOR
BISYS is the Administrator for the Growth Equity Fund, and also acts
as the Fund's principal underwriter and Distributor (the "Administrator" or the
"Distributor," as the context indicates). BISYS is a subsidiary of The BISYS
Group, Inc., 150 Clove Road, Little Falls, New Jersey 07424, a publicly owned
company engaged in information processing, loan servicing and 401(k)
administration and recordkeeping services to and through banking and other
financial organizations. The Administrator generally assists in all aspects of
the Growth Equity Fund's administration and operation.
For expenses assumed and services provided as Administrator pursuant
to its management and administration agreement with the Funds, BISYS receives a
fee from the Growth Equity Fund, computed daily and paid periodically, at the
lesser of (1) such fee as may
-26-
<PAGE> 30
from time to time be agreed upon in writing by the Funds and the Administrator,
or (2) twenty one-hundredths of one percent (.20%) of the Fund's average daily
net assets. The Administrator may periodically waive all or a portion of its
administrative fee with respect to the Fund to increase the net income of the
Fund available for distribution as dividends.
SUB-ADMINISTRATOR
BOK serves as the Sub-Administrator to the Growth Equity Fund
pursuant to an agreement between the Administrator and BOK. Pursuant to this
agreement, BOK has assumed many of the Administrator's duties, for which BOK
receives a fee, paid by the Administrator, calculated at an annual rate of five
one-hundredths of one percent (.05%) of the Growth Equity Fund's average net
assets.
EXPENSES
The Investment Adviser and the Administrator each bear all expenses
in connection with the performance of their services as investment adviser and
general manager and administrator, respectively, other than the cost of
securities (including brokerage commissions) purchased for the Growth Equity
Fund. The Fund bears the following expenses relating to its respective
operations: taxes, interest, brokerage fees and commissions, fees and travel
expenses of the Trustees of the Funds, Securities and Exchange Commission fees,
state securities qualification fees, costs of preparing and printing
prospectuses for regulatory purposes and for distribution to current
Shareholders, outside auditing and legal expenses, advisory and administration
fees, fees and reasonable out-of-pocket expenses of the custodian and transfer
agent, expenses incurred for pricing securities owned by the Fund, certain
insurance premiums, costs of maintenance of the Fund's existence, costs of
Shareholders' and Trustees' reports and meetings, and any extraordinary expenses
incurred in each Fund's operation.
BANKING LAWS
The Investment Adviser believes that it may perform the investment
advisory services for the Growth Equity Fund contemplated by its agreements with
the Funds and by this Prospectus without violating the Glass-Steagall Act.
Future changes in federal or state statutes and regulations relating to
permissible activities of banks or bank holding companies and their subsidiaries
and affiliates as well as further judicial or administrative decisions or
interpretations of present and future statutes and regulations could change the
manner in which the Investment Adviser could continue to perform such services
for the Funds. See the Statement of Additional Information under the heading
"MANAGEMENT OF THE FUNDS -- Glass-Steagall Act" for further discussion of
applicable banking laws and regulations.
-27-
<PAGE> 31
In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.
GENERAL INFORMATION
-------------------
DESCRIPTION OF THE FUNDS AND THEIR SHARES
- -----------------------------------------
The Growth Equity Fund represents a separate series of units of
beneficial interest ("Shares") of American Performance Funds, a Massachusetts
business trust which was organized in October of 1987 and began active
operations in August of 1990. The organizational expenses of the Growth Equity
Fund were capitalized and will be amortized during the Fund's first two years of
operations. Such amortization will reduce amounts available for distribution as
dividends to Shareholders. Each Share represents an equal proportionate interest
in a Fund with other Shares of the same series, and is entitled to such
dividends and distributions out of the income earned on the assets belonging to
that Fund as are declared at the discretion of the Trustees.
Shareholders are entitled to one vote for each Share, and a
proportionate fractional vote for any fraction of a Share, and will vote in the
aggregate and not by series except as otherwise expressly required by law.
Although the Funds are not required to hold annual meetings of
Shareholders, Shareholders have the right (1) to call a meeting to elect or
remove one or more of the Trustees of the Funds and (2) to be assisted by the
Trustees in communicating with other Shareholders of the Funds. Shareholder
inquiries should be directed to the Secretary of the Funds, at 3435 Stelzer
Road, Columbus, Ohio 43219.
Overall responsibility for the management of the Funds is vested in
the Board of Trustees. See "MANAGEMENT OF THE GROWTH EQUITY FUND - Trustees of
the Funds." Individual Trustees are elected by the Shareholders and may be
removed by the Board of Trustees or Shareholders in accordance with the
provisions of the Declaration of Trust and By-laws of the Funds and
Massachusetts law. See "ADDITIONAL INFORMATION - Miscellaneous" in the Statement
of Additional Information for further information.
CUSTODIAN AND TRANSFER AGENT
- ----------------------------
Bank of Oklahoma, N.A. serves as custodian for the Funds
("Custodian"). BISYS Fund Services Ohio, Inc., an affiliate of BISYS, serves as
the transfer agent for the Funds ("Transfer Agent") and performs fund
accounting.
-28-
<PAGE> 32
PERFORMANCE INFORMATION
- -----------------------
The Growth Equity Fund will commence operations immediately
subsequent to the transfer of assets by the "B" Equity Growth Fund to the Growth
Equity Fund in exchange for shares of the Growth Equity Fund. The Fund's
portfolio of investments upon commencement of operations will be the same as the
portfolio of the "B" Equity Growth Fund immediately prior to the transfer.
The "B" Equity Growth Fund is not a registered investment company as
it is exempt from registration under the 1940 Act. Since, in a practical sense,
the common trust fund constitutes a "predecessor" of the Growth Equity Fund, the
Growth Equity Fund calculates its performance for periods commencing prior to
the transfer of the "B" Equity Growth Fund's assets to the Growth Equity Fund by
including the "B" Equity Growth Fund's total return adjusted to reflect the
deduction of fees and expenses applicable to the Growth Equity Fund as stated in
the Fee Table in this prospectus (i.e., adjusted to reflect anticipated
expenses, net of management fee waivers). These fees and expenses include
applicable sales charges and Rule 12b-1 fees.
The Growth Equity Fund from time to time may advertise certain
investment performance figures, as discussed below. The performance figures
shown immediately below are based on historical earnings of the "B" Equity
Growth Fund, but past performance data is not necessarily indicative of future
performance of the Fund.
<TABLE>
<CAPTION>
NO LOAD AVERAGE ANNUAL TOTAL RETURN
Fund Inception Date 1 year Since inception
- ---- -------------- ------ ---------------
<S> <C> <C> <C>
The "B" Growth 6/30/94 33.79% 28.96%
Equity Fund
AVERAGE ANNUAL TOTAL RETURN
SUBJECT TO SALES LOAD*
The "B" Growth 6/30/94 28.37% 27.19%
Equity Fund
<FN>
* The maximum sales load is 4.00% for the American Performance Growth Equity
Fund.
</TABLE>
The above-quoted performance data is the performance of the "B"
Equity Growth Fund for the period before the Growth Equity Fund commenced
operations adjusted to reflect the deduction of fees and expenses applicable to
the American Performance Growth Equity Fund as stated in this prospectus in the
Fee Table (i.e., adjusted to reflect anticipated expenses, net of managements
fee waivers). The "B" Equity Growth Fund was not registered under the 1940 Act
and therefore was not subject to certain investment restrictions imposed by the
Act. If the "B" Equity Growth Fund had been registered under the 1940 Act, its
performance may have been adversely affected.
From time to time performance information for the Growth Equity Fund
showing its average annual total return and aggregate total return may be
presented in advertisements, sales literature and shareholder reports. Such
performance figures are based on historical earnings and are not intended to
indicate future performance. Total return will be calculated for the period
since the establishment of the Growth Equity Fund and will, unless otherwise
noted, reflect the imposition of the maximum sales charge. For the information
of Shareholders not subject to a sales charge, the Growth Equity Fund may also
publish total return figures which include no sales charge. Average annual total
return is measured by comparing the value of an investment in the Growth Equity
Fund at the beginning of the relevant period to the redemption value of the
investment at the end of the period (assuming immediate reinvestment of any
-29-
<PAGE> 33
dividends or capital gains distributions) and annualizing the result. Aggregate
total return is measured similarly to average annual total return, however the
resulting difference is not annualized. The yield of the Growth Equity Fund is
determined by annualizing the Fund's net investment income per share during a
recent specified thirty-day period ending on the last day of the most recent
calendar quarter, and dividing that amount by the Fund's per share net asset
value on the last day of the period.
In addition, from time to time the Funds may present their
respective distribution rates in supplemental sales literature which is
accompanied or preceded by a prospectus and in Shareholder reports. Distribution
rates will be computed by dividing the distribution per share made by a Fund
over a twelve-month period by the maximum offering price per share. The
calculation of income in the distribution rate includes both income and capital
gain dividends and does not reflect unrealized gains or losses, although a Fund
may also present a distribution rate excluding the effect of capital gains. The
distribution rate differs from the yield, because it includes capital items
which are often non-recurring in nature, whereas yield does not include such
items. Distribution rates may also be presented excluding the effect of a sales
charge, if any.
Investors may also judge the performance of the Growth Equity Fund
by comparing it to the performance of other mutual funds or mutual fund
portfolios with comparable investment objectives and policies through various
mutual fund or market indices such as those prepared by Dow Jones & Co., Inc.,
Standard & Poor's Corporation, The Russell 2000 Index, and Morningstar, Inc. and
to data prepared by Lipper Analytical Services, Inc. Comparisons may also be
made to indices or data published in Money Magazine, Forbes, Barron's, The Wall
Street Journal, The New York Times, Business Week, Pensions and Investments,
Fortune, Ibbotson Associates, Inc., U.S.A. Today, CDA/Wiesenberger, American
Banker, Institutional Investor and local newspapers. In addition to performance
information, general information about the Fund that appears in a publication
such as those mentioned above may be included in advertisements and in reports
to Shareholders.
Total return and yield are functions of the type and quality of
instruments held in the portfolio, operating expenses, and market conditions.
Consequently, total return and yield will fluctuate and are not necessarily
representative of future results. Any fees charged by a Participating
Organization with respect to Customer accounts for investing in shares of the
Growth Equity Fund will not be included in performance calculations; such fees,
if charged, will reduce the actual performance from that quoted. Further
information regarding performance comparisons may be found in the Statement of
Additional Information under "Performance Comparisons."
Additional information about the performance of the Growth Equity
Fund is contained in the Funds' Annual Report to Shareholders, which is
available free of charge by calling the telephone number on the front page of
this Prospectus.
-30-
<PAGE> 34
MISCELLANEOUS
- -------------
Shareholders will receive unaudited semi-annual reports and annual
reports audited by independent public accountants.
As used in this Prospectus and in the Statement of Additional
Information, "assets belonging to" a Fund means the consideration received by
the Funds upon the issuance or sale of Shares in that Fund, together with all
income, earnings, profits, and proceeds derived from the investment thereof
including any proceeds from the sale, exchange, or liquidation of such
investments, and any funds or payments derived from any reinvestment of such
proceeds, and any general assets of the Funds not readily identified as
belonging to a particular Fund that are allocated to that Fund by the Funds'
Board of Trustees. The Board of Trustees may allocate such general assets in any
manner it deems fair and equitable. It is anticipated that the factor that will
be used by the Board of Trustees in making allocations of general assets to
particular Funds will be the relative net asset values of the respective Funds
at the time of allocation. Assets belonging to a particular Fund are charged
with the direct liabilities and expenses with respect to that Fund, and with a
share of the general liabilities and expenses of the Funds not readily
identified as belonging to a particular Fund that are allocated to that Fund in
proportion to the relative net asset values of the respective Funds at the time
of allocation. The timing of allocations of general assets and general
liabilities and expenses of the Funds to particular Funds will be determined by
the Board of Trustees of the Funds and will be in accordance with generally
accepted accounting principles. Determinations by the Board of Trustees of the
Funds as to the timing of the allocation of general liabilities and expenses and
as to the timing and allocable portion of any general assets with respect to a
particular Fund are conclusive.
As used in this Prospectus and in the Statement of Additional
Information, a "vote of a majority of the outstanding Shares" of the Funds or a
particular Fund means the affirmative vote, at a meeting of Shareholders duly
called, of the lesser of (a) 67% or more of the outstanding Shares of the Funds
or such Fund present at a meeting at which the holders of more than 50% of the
outstanding Shares of the Funds or such Fund are represented in person or by
proxy, or (b) the holders of more than 50% of the outstanding shares of the
Funds or such Fund.
Inquiries regarding the Growth Equity Fund may be directed in
writing to the Funds at 3435 Stelzer Road, Columbus, Ohio 43219, or by calling
toll free (800) 762-7085.
-31-
<PAGE> 35
AMERICAN PERFORMANCE FUNDS
GROWTH EQUITY FUND
INVESTMENT ADVISER
------------------
Bank of Oklahoma, N.A.
Bank of Oklahoma Tower
One Williams Center
Tulsa, Oklahoma 74103
ADMINISTRATOR/DISTRIBUTOR
-------------------------
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219
LEGAL COUNSEL
-------------
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, D.C. 20005
AUDITORS
--------
KPMG Peat Marwick LLP
Two Nationwide Plaza
Columbus, Ohio 43215
-32-
<PAGE> 36
TABLE OF CONTENTS
Page
----
FEE TABLE ............................................................ 3
INVESTMENT OBJECTIVE.................................................... 6
INVESTMENT POLICIES AND SPECIAL CONSIDERATIONS.......................... 6
INVESTMENT RESTRICTIONS.................................................10
VALUATION OF SHARES.....................................................11
HOW TO PURCHASE SHARES..................................................12
SALES CHARGES...........................................................14
SALES CHARGE WAIVERS....................................................16
CONCURRENT PURCHASES AND RIGHT OF ACCUMULATION..........................16
LETTER OF INTENT........................................................17
EXCHANGE PRIVILEGE......................................................18
HOW TO REDEEM SHARES....................................................18
DIVIDENDS ............................................................21
FEDERAL INCOME TAXES....................................................21
DISTRIBUTION............................................................23
MANAGEMENT OF THE GROWTH EQUITY FUND....................................24
GENERAL INFORMATION.....................................................28
-33-
<PAGE> 37
No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the offering
made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the Growth
Equity Fund or the Distributor. This Prospectus does not constitute an offering
by the Growth Equity Fund or by the Distributor in any jurisdiction in which
such offering may not lawfully be made.
-34-
<PAGE> 38
CROSS REFERENCE SHEET
---------------------
AMERICAN PERFORMANCE FUNDS
--------------------------
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
<TABLE>
<CAPTION>
Form N-1A Part B Item
- ---------------------
<S> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History The Funds; Additional
Information - Description of
Shares
13. Investment Objective
and Policies Investment Objectives and Policies
14. Management of the Group Management of the Funds
15. Control Persons and Principal
Holders of Securities Additional Information - Miscellaneous
16. Investment Advisory and
Other Services Management of the Funds
17. Brokerage Allocation Management of the Funds - Portfolio
Transactions
18. Capital Stock and Other
Securities Valuation; Additional Purchase and
Redemption Information; Additional
Information
19. Purchase, Redemption and
Pricing of Securities
Being Offered Valuation; Additional Purchase and
Redemption Information; Management of
the Funds
20. Tax Status Investment Objectives and Policies -
Additional Tax Information Concerning
All of the Funds; Additional Tax
</TABLE>
-1-
<PAGE> 39
Information Concerning the Intermediate
Tax-Free Bond Fund
21. Underwriters Management of the Funds - Distributor;
Management of the Funds - Distribution
22. Calculation of Performance
Data Additional Information -
Calculation of Performance Data
23. Financial Statements Financial Statements
Part C
Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of the Registration
Statement.
-2-
<PAGE> 40
STATEMENT OF ADDITIONAL INFORMATION
AMERICAN PERFORMANCE FUNDS
AMERICAN PERFORMANCE MONEY MARKET FUNDS
AMERICAN PERFORMANCE BOND INVESTMENT FUNDS
AMERICAN PERFORMANCE EQUITY INVESTMENT FUNDS
December 16, 1996
amended as [_______________], 1997
This Statement of Additional Information is not a Prospectus, but should be read
in conjunction with the Prospectuses for the American Performance Money Market
Funds, the American Performance Bond Investment Funds, and the American
Performance Equity Investment Funds, each of which bears the same date as this
Statement of Additional Information. This Statement of Additional Information is
incorporated in its entirety into those Prospectuses. A copy of each of the
Prospectuses for the American Performance Funds (the "Funds") may be obtained by
writing the Funds at 3435 Stelzer Road, Columbus, Ohio 43219, or by telephoning
toll free (800) 762-7085.
<PAGE> 41
TABLE OF CONTENTS
-----------------
Page
----
THE FUNDS....................................................................1
INVESTMENT OBJECTIVE AND POLICIES............................................1
ADDITIONAL INFORMATION ON FUND INSTRUMENTS...............................1
Bank Obligations......................................................1
U.S. Government Obligations...........................................3
Purchases of Options..................................................4
Covered Calls.........................................................4
Puts..................................................................6
Futures Contracts.....................................................7
Mortgage-Related Securities...........................................8
Loan Participation....................................................9
Foreign Investments..................................................10
When-Issued Securities...............................................10
Securities Lending...................................................11
Repurchase Agreements................................................11
Municipal Securities.................................................12
INVESTMENT RESTRICTIONS.................................................13
PORTFOLIO TURNOVER......................................................14
ADDITIONAL TAX INFORMATION CONCERNING ALL THE FUNDS ....................15
ADDITIONAL TAX INFORMATION CONCERNING THE INTERMEDIATE
TAX-FREE BOND FUND...................................................17
VALUATION...................................................................19
THE MONEY MARKET FUNDS..................................................19
THE BOND AND EQUITY INVESTMENT FUNDS....................................20
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION..............................20
MANAGEMENT OF THE FUNDS.....................................................21
TRUSTEES AND OFFICERS...................................................21
INVESTMENT ADVISER AND SUB-ADVISER......................................22
DISTRIBUTION............................................................25
GLASS-STEAGALL ACT......................................................28
PORTFOLIO TRANSACTIONS..................................................29
ADMINISTRATOR...........................................................31
SUB-ADMINISTRATOR.......................................................33
-i-
<PAGE> 42
EXPENSES .........................................................33
DISTRIBUTOR .........................................................34
CUSTODIAN, TRANSFER AGENT, AND FUND ACCOUNTANT.......................34
AUDITORS .........................................................37
LEGAL COUNSEL........................................................37
ADDITIONAL INFORMATION.......................................................37
DESCRIPTION OF SHARES................................................37
SHAREHOLDER AND TRUSTEE LIABILITY....................................38
CALCULATION OF PERFORMANCE DATA ...................................39
PERFORMANCE COMPARISONS..............................................41
MISCELLANEOUS........................................................42
FINANCIAL STATEMENTS.........................................................46
APPENDIX.....................................................................47
-ii-
<PAGE> 43
THE FUNDS
The American Performance Funds (the "Funds") consist of ten series
of units of beneficial interest ("Shares") each representing interests in one of
ten separate investment portfolios of a diversified open-end management
investment company: the American Performance U.S. Treasury Fund (the "U.S.
Treasury Fund"), the American Performance Cash Management Fund (the "Cash
Management Fund"), the American Performance Equity Fund (the "Equity Fund"), the
American Performance Aggressive Growth Fund (the "Aggressive Growth Fund"), the
American Performance Balanced Fund (the "Balanced Fund"), the American
Performance Bond Fund (the "Bond Fund"), the American Performance Intermediate
Bond Fund (the "Intermediate Bond Fund"), the American Performance Intermediate
Tax-Free Bond Fund (the "Intermediate Tax-Free Bond Fund"), and the American
Performance Short-Term Income Fund (the "Short-Term Income Fund") and the
American Performance Growth Equity Fund (The "Growth Equity Fund"). The U.S.
Treasury Fund and the Cash Management Fund are sometimes referred to herein as
the "Money Market Funds"; the Equity Fund, the Aggressive Growth Fund, the
Balanced Fund And The Growth Equity Fund are sometimes referred to herein as the
"Equity Investment Funds"; and the Bond Fund, the Intermediate Bond Fund, the
Intermediate Tax-Free Bond Fund, and the Short-Term Income Fund are sometimes
referred to herein as the "Bond Investment Funds." Much of the information
contained herein expands upon subjects discussed in the Prospectuses for the
respective Funds. No investment in Shares of a Fund should be made without first
reading that Fund's Prospectus.
INVESTMENT OBJECTIVE AND POLICIES
The following policies supplement each Fund's investment objective
and policies as set forth in the respective Prospectus for that Fund.
ADDITIONAL INFORMATION ON FUND INSTRUMENTS
- ------------------------------------------
BANK OBLIGATIONS
----------------
The Cash Management Fund, the Bond Investment Funds, and the Equity
Investment Funds may invest in obligations of the banking industry such as
bankers' acceptances, commercial paper, loan participations, bearer deposit
notes, promissory notes, floating or variable rate obligations, certificates of
deposit, and demand and time deposits. The Cash Management Fund will normally
invest more than 25% of its assets in such investments.
BANKERS' ACCEPTANCES: Bankers' acceptances are negotiable drafts or
bills of exchange typically drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank, meaning, in effect, that the bank
unconditionally agrees to
B-1
<PAGE> 44
pay the face value of the instrument on maturity. The Funds will invest in only
those bankers' acceptances guaranteed by domestic and foreign banks having, at
the time of investment, total assets in excess of $1 billion (as of the date of
their most recently published financial statements).
CERTIFICATES OF DEPOSIT: Certificates of deposit are negotiable
certificates issued against funds deposited in a commercial bank for a definite
period of time and earning a specified return. Certificates of deposit will be
those of domestic and foreign branches of U.S. commercial banks which, at the
time of purchase, have total assets in excess of $1 billion (as of the date of
their most recently published financial statements). Certificates of deposit may
also include those issued by foreign banks outside the United States with total
assets at the time of purchase, in excess of the equivalent of $1 billion. The
Funds may also invest in Eurodollar certificates of deposit which are U.S.
dollar denominated certificates of deposit issued by branches of foreign and
domestic banks located outside the United States and Yankee certificates of
deposit which are certificates of deposit issued by a U.S. branch of a foreign
bank denominated in U.S. dollars and held in the United States.
In addition, the Funds may invest in bearer deposit notes, which are
negotiable time deposits with a specific maturity date issued by a bank, and
time deposits, which are interest bearing non-negotiable deposits at a bank that
have a specific maturity date.
COMMERCIAL PAPER: Commercial paper consists of unsecured promissory
notes issued by corporations. Except as noted below with respect to variable
amount master demand notes, issues of commercial paper normally have maturities
of nine months or less and fixed rates of return.
The above Funds may also invest in Canadian Commercial Paper which
is commercial paper issued by a Canadian corporation or a Canadian counterpart
of a U.S. corporation and in Europaper which is U.S. dollar denominated
commercial paper of a foreign issuer.
VARIABLE AMOUNT AND FLOATING RATE NOTES: Commercial paper eligible
for investment by the Cash Management Fund, the Equity Investment Funds, and the
Bond Investment Funds may include variable amount and floating rate notes. A
variable rate note is one whose terms provide for the readjustment of its
interest rate on set dates and which, upon such readjustment, can reasonably be
expected to have a fair market value that approximates its par value. A floating
rate note is one whose terms provide for the readjustment of its interest rate
whenever a specified interest rate changes and which, at any time, can
reasonably be expected to have a market value that approximates its par value.
Such notes are frequently not rated by credit rating agencies; however, unrated
variable and floating rate notes purchased by a Fund will be determined by the
Investment Adviser or Sub-Adviser under guidelines established by the Funds'
Board of Trustees to be of comparable quality, at the time of purchase, to rated
instruments which
B-2
<PAGE> 45
are eligible for purchase under the Fund's investment policies. In making such
determinations, the Investment Adviser or Sub-Adviser will consider the earning
power, cash flow and other liquidity ratios of the issuers of such notes (such
issuers include financial, merchandising, bank holding and other companies) and
will monitor their financial condition. Although there may be no active
secondary market with respect to a particular variable or floating rate note
purchased by a Fund, the Fund may re-sell the note at any time to a third party.
The absence of such an active secondary market, however, could make it difficult
for the Fund to dispose of the variable or floating rate note involved in the
event the issuer of the note defaulted on its payment obligations, and the Fund
could, for this or other reasons, suffer a loss to the extent of the default.
Variable or floating rate notes may be secured by bank letters of credit or
drafts.
Variable or floating rate notes with stated maturities of more than
one year may, under the Securities and Exchange Commission's amortized cost
rule, 17 C.F.R. Sections. 270.2a-7, be deemed to have shorter maturities as
follows:
(1) A note that is issued or guaranteed by the United States
Government or any agency thereof which has a variable rate of interest
readjusted no less frequently than every 762 days will be deemed by a Fund to
have a maturity equal to the period remaining until the next readjustment of the
interest rate.
(2) A variable rate note, the principal amount of which is scheduled
on the face of the instrument to be paid in 397 days or less, will be deemed by
a Fund to have a maturity equal to the period remaining until the next
readjustment of the interest rate.
(3) A variable rate note that is subject to a demand feature will be
deemed by a Fund to have a maturity equal to the longer of the period remaining
until the next readjustment of the interest rate or the period remaining until
the principal amount can be recovered through demand.
(4) A floating rate note that is subject to a demand feature will be
deemed by a Fund to have a maturity equal to the period remaining until the
principal amount can be recovered through demand.
As used above, a note is "subject to a demand feature" where the
Fund is entitled to receive the principal amount of the note either at any time
on no more than 30 days' notice or at specified intervals not exceeding one year
and upon no more than 30 days' notice.
B-3
<PAGE> 46
U.S. GOVERNMENT OBLIGATIONS
---------------------------
The U.S. Treasury Fund invests exclusively in obligations issued or
guaranteed by the U.S. Government, some of which may be subject to repurchase
agreements. All of the other Funds may invest in obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, some of
which may be subject to repurchase agreements. (Obligations of certain agencies
and instrumentalities of the U.S. Government are supported by the full faith and
credit of the U.S. Government; others are supported by the right of the issuer
to borrow from the Government; others are supported by the discretionary
authority of the U.S. Government to purchase the agency's obligations; and still
others are supported only by the credit of the instrumentality.) No assurance
can be given that the U.S. Government would provide financial support to U.S.
Government-sponsored agencies or instrumentalities if it is not obligated to do
so by law. A Fund (excluding however, the U.S. Treasury Fund) will invest in the
obligations of such agencies or instrumentalities only when the Investment
Adviser or Sub-adviser believes that the credit risk with respect thereto is
minimal. For information on mortgage-related securities issued by certain
agencies or instrumentalities of the U.S. Government, see "Investment Objective
and Policies-Mortgage-related Securities" in this Statement of Additional
Information.
PURCHASES OF OPTIONS
--------------------
The Equity Investment Funds and Bond Investment Funds may purchase
call options. A call option gives the purchaser of the option the right to buy,
and a writer has the obligation to sell, the underlying security at the stated
exercise price at any time prior to the expiration of the option, regardless of
the market price of the security. The premium paid to the writer is
consideration for undertaking the obligations under the option contract. Call
options purchased by the foregoing Funds will be valued at the last sale price,
or in the absence of such a price, at the mean between bid and asked price.
The Equity Investment Funds and Bond Investment Funds may also
purchase index options. Index options (or options on securities indices) are
similar in many respects to options on securities, except that an index option
gives the holder the right to receive, upon exercise, cash instead of
securities, if the closing level of the securities index upon which the option
is based is greater than the exercise price of the option.
Purchasing options is a specialized investment technique that
entails a substantial risk of a complete loss of the amounts paid as premiums to
writers of options. Each of the Equity Investment and Bond Investment Funds will
purchase call options and index options only when its total investment in such
options immediately after such purchase, will not exceed 5% of its total assets.
COVERED CALLS
-------------
B-4
<PAGE> 47
The Equity Investment Funds and the Bond Investment Funds may write
(sell) "covered" call options and purchase options to close out options
previously written by the Fund. Such options must be listed on a national
securities exchange. The purpose of each Fund in writing covered call options is
to generate additional premium income. This premium income will serve to enhance
the Fund's total return and will reduce the effect of any price decline of the
security involved in the option.
A call option gives the holder (buyer) the "right to purchase" a
security at a specified price (the exercise price) at any time until a certain
date (the expiration date). So long as the obligation of the writer of a call
option continues, the writer may be assigned an exercise notice by the
broker-dealer through whom such option was sold, requiring the writer to deliver
the underlying security against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such earlier time at which
the writer effects a closing purchase transaction by purchasing an option
identical to that previously sold. To secure the writer's obligation to deliver
the underlying security in the case of a call option, subject to the rules of
the Options Clearing Corporation, a writer is required to deposit in escrow the
underlying security or other assets in accordance with such rules. The Equity
Investment Funds and the Bond Investment Funds will write only covered call
options. This means that a Fund will only write a call option on a security
which a Fund already owns. In order to comply with the requirements of the
securities laws in several states, a Fund will not write a covered call option
if, as a result, the aggregate market value of all portfolio securities covering
call options or currencies subject to put options exceeds 25% of the market
value of the Fund's net assets.
Portfolio securities on which call options may be written will be
purchased solely on the basis of investment considerations consistent with each
Fund's investment objectives. The writing of covered call options is a
conservative investment technique believed to involve relatively little risk (in
contrast to the writing of naked or uncovered options, which a Fund will not
do), but capable of enhancing the Fund's total return. When writing a covered
call option, a Fund, in return for the premium, gives up the opportunity for
profit from a price increase in the underlying security above the exercise
price, but conversely retains the risk of loss should the price of the security
decline. Unlike one who owns securities not subject to an option, a Fund has no
control over when it may be required to sell the underlying securities, since it
may be assigned an exercise notice at any time prior to the expiration of its
obligation as a writer. If a call option which a Fund has written expires, a
Fund will realize a gain in the amount of the premium; however, such gain may be
offset by a decline in the market value of the underlying security during the
option period. If the call option is exercised, a Fund will realize a gain or
loss from the sale of the underlying security. The security covering the call
will be maintained in a segregated account of the Fund's custodian. The Equity
Investment Funds and Bond Investment Funds do not consider a security covered by
a call to be "pledged" as that term is used in each Fund's policy which limits
the pledging or mortgaging of its net assets.
B-5
<PAGE> 48
The premium received is the fair market value of an option. The
premium each Fund will receive from writing a call option will reflect, among
other things, the current market price of the underlying security, the
relationship of the exercise price to such market price, the historical price
volatility of the underlying security, and the length of the option period. Once
the decision to write a call option has been made, the Investment Adviser in
determining whether a particular call option should be written on a particular
security, will consider the reasonableness of the anticipated premium and the
likelihood that a liquid secondary market will exist for those options. The
premium received by a Fund for writing covered call options will be recorded as
a liability in the Fund's statement of assets and liabilities. This liability
will be adjusted daily to the option's current market value, which will be the
latest sale price at the time at which the net asset value per Share of the Fund
is computed (close of the New York Stock Exchange), or, in the absence of such
sale, the latest asked price. The liability will be extinguished upon expiration
of the option, the purchase of an identical option in the closing transaction,
or delivery of the underlying security upon the exercise of the option.
Closing transactions will be effected in order to realize a profit
on an outstanding call option, to prevent an underlying security from being
called, or to permit the sale of the underlying security. Furthermore, effecting
a closing transaction will permit a Fund to write another call option on the
underlying security with either a different exercise price or expiration date or
both. If a Fund desires to sell a particular security from its portfolio on
which it has written a call option, it will seek to effect a closing transaction
prior to, or concurrently with, the sale of the security. There is, of course,
no assurance that a Fund will be able to effect such closing transactions at a
favorable price. If a Fund cannot enter into such a transaction, it may be
required to hold a security that it might otherwise have sold, in which case it
would continue to be at market risk on the security. This could result in higher
transaction costs. A Fund will pay transaction costs in connection with the
writing of options to close out previously written options. Such transaction
costs are normally higher than those applicable to purchases and sales of
portfolio securities.
Call options written by a Fund will normally have expiration dates
of less than nine months from the date written. The exercise price of the
options may be below, equal to, or above the current market values of the
underlying securities at the time the options are written. From time to time, a
Fund may purchase an underlying security for delivery in accordance with an
exercise notice of a call option assigned to it, rather than delivering such
security from its portfolio. In such cases, additional costs will be incurred.
A Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from the writing of the option. Because increases in the market price
of a call option will generally reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call option is
likely to be offset in whole or in part by appreciation of the underlying
security owned by the Fund.
B-6
<PAGE> 49
PUTS
----
The Equity Investment Funds, Bond Investment Funds, and the Cash
Management Fund may acquire "puts" with respect to securities held in their
portfolios. A put is a right to sell a specified security (or securities) within
a specified period of time at a specified exercise price. The Cash Management
Fund may sell, transfer, or assign a put only in conjunction with the sale,
transfer, or assignment of the underlying security or securities.
The amount payable to a Fund upon its exercise of a "put" on debt
securities is normally (i) the Fund's acquisition cost of the securities
(excluding any accrued interest which the portfolio paid on their acquisition),
less any amortized market premium or plus any amortized market or original issue
discount during the period the Fund owned the securities, plus (ii) all interest
accrued on the securities since the last interest payment date during that
period.
Puts may be acquired by a Fund to facilitate the liquidity of its
portfolio assets. Puts may also be used to facilitate the reinvestment of a
Fund's assets at a rate of return more favorable than that of the underlying
security or to limit the potential losses involved in a decline in an equity
security's market value.
Each Fund intends to enter into puts only with dealers, banks, and
broker-dealers which, in the Investment Adviser's OR Sub-adviser's opinion,
present minimal credit risks.
FUTURES CONTRACTS
-----------------
The Equity Investment Funds and the Bond Investment Funds may enter
into contracts for the future delivery of securities and futures contracts based
on a specific security, class of securities or an index, purchase or sell
options on any such futures contracts, and engage in related closing
transactions. A futures contract on a securities index is an agreement
obligating either party to pay, and entitling the other party to receive, while
the contract is outstanding, cash payments based on the level of a specified
securities index.
When interest rates are expected to rise or market values of
portfolio securities are expected to fall, a Fund can seek through the sale of
futures contracts to offset a decline in the value of its portfolio securities.
When interest rates are expected to fall or market values are expected to rise,
a Fund, through the purchase of such contracts, can attempt to secure better
rates or prices for the Fund than might later be available in the market when it
effects anticipated purchases.
The acquisition of put and call options on futures contracts will,
respectively, give a Fund the right (but not the obligation), for a specified
price, to sell or to purchase the
B-7
<PAGE> 50
underlying futures contract, upon exercise of the option, at any time during the
option period.
Futures transactions involve brokerage costs and require a Fund to
segregate assets to cover contracts that would require it to purchase
securities. A Fund may lose the expected benefit of futures transactions if
interest rates or securities prices move in an unanticipated manner. Such
unanticipated changes may also result in poorer overall performance than if the
Fund had not entered into any futures transactions. In addition, the value of a
Fund's futures positions may not prove to be perfectly or even highly correlated
with the value of its portfolio securities, limiting the Fund's ability to hedge
effectively against interest rate and/or market risk and giving rise to
additional risks. There is no assurance of liquidity in the secondary market for
purposes of closing out futures positions.
Aggregate initial margin deposits for futures contracts, and
premiums paid for related options, may not exceed 5% of an Equity Investment or
Bond Investment Fund's total assets, and the value of securities that are the
subject of such futures and options (both for receipt and delivery) may not
exceed one-third of the market value of an Equity Investment or Bond Investment
Fund's total assets. Futures transactions will be limited to the extent
necessary to maintain each Equity Investment or Bond Investment Fund's
qualification as a regulated investment company ("RIC").
MORTGAGE-RELATED SECURITIES
---------------------------
Each of the Funds may, consistent with its investment objective,
restrictions and policies, invest in mortgage-related securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities. Each of
the Equity Fund, the Aggressive Growth Fund, the Growth Equity Fund and the
Intermediate Tax-Free Bond Fund will limit its total investment in such
securities to 5% or less of net assets.
Mortgage-related securities, for purposes of the Funds' Prospectuses
and this Statement of Additional Information, represent pools of mortgage loans
assembled for sale to investors by various governmental agencies such as the
Government National Mortgage Association and government-related organizations
such as the Federal National Mortgage Association and the Federal Home Loan
Mortgage Corporation, as well as by nongovernmental issuers such as commercial
banks, savings and loan institutions, mortgage bankers, and private mortgage
insurance companies. Although certain mortgage-related securities are guaranteed
by a third party or otherwise similarly secured, the market value of the
security, which may fluctuate, is not so secured. If a Fund purchases a
mortgage-related security at a premium, that portion may be lost if there is a
decline in the market value of the security whether resulting from changes in
interest rates or prepayments in the underlying mortgage collateral. As with
other interest-bearing securities, the prices of such securities are inversely
affected by changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates
B-8
<PAGE> 51
rise, the converse is not necessarily true since in periods of declining
interest rates the mortgages underlying the securities are prone to prepayment.
For this and other reasons, a mortgage-related security's stated maturity may be
shortened by unscheduled prepayments on the underlying mortgages and, therefore,
it is not possible to predict accurately the security's return to a Fund. In
addition, regular payments received in respect of mortgage-related securities
include both interest and principal. No assurance can be given as to the return
a Fund will receive when these amounts are reinvested.
There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities issued by
the Government National Mortgage Association ("GNMA") include GNMA Mortgage
Pass-Through Certificates (also known as "Ginnie Maes") which are guaranteed as
to the timely payment of principal and interest by GNMA and such guarantee is
backed by the full faith and credit of the United States. GNMA is a wholly-owned
U.S. Government corporation within the Department of Housing and Urban
Development. GNMA certificates also are supported by the authority of GNMA to
borrow funds from the U.S. Government to make payments under its guarantee.
Mortgage-related securities issued by the Federal National Mortgage Association
("FNMA") include FNMA Guaranteed Mortgage Pass-Through Certificates (also known
as "Fannie Maes") which are solely the obligations of the FNMA and are not
backed by or entitled to the full faith and credit of the United States. The
FNMA is a government-sponsored organization owned entirely by private
stock-holders. Fannie Maes are guaranteed as to timely payment of principal and
interest by FNMA. Mortgage-related securities issued by the Federal Home Loan
Mortgage Corporation ("FHLMC") include FHLMC Mortgage Participation Certificates
(also known as "Freddie Macs" or "PCs"). The FHLMC is a corporate
instrumentality of the United States, created pursuant to an Act of Congress,
which is owned entirely by Federal Home Loan Banks. Freddie Macs are not
guaranteed by the United States or by any Federal Home Loan Banks and do not
constitute a debt or obligation of the United States or of any Federal Home Loan
Bank. Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by the FHLMC. The FHLMC guarantees either ultimate collection or
timely payment of all principal payments on the underlying mortgage loans. When
the FHLMC does not guarantee timely payment of principal, FHLMC may remit the
amount due on account of its guarantee of ultimate payment of principal at any
time after default on an underlying mortgage, but in no event later than one
year after it becomes payable.
LOAN PARTICIPATION
------------------
As noted in its Prospectus, the Cash Management Fund may purchase
certain loan participation interests. Loan participation interests represent
interests in bank loans made to corporations. The contractual arrangement with
the bank transfers the cash stream of the underlying bank loan to the
participating investor. Because the issuing bank does not guarantee the
participations, they are subject to the credit risks generally associated with
B-9
<PAGE> 52
the underlying corporate borrower. The secondary market, if any, for these loan
participations is extremely limited and any such participations purchased by the
investor are regarded as illiquid. In addition, because it may be necessary
under the terms of the loan participation for the investor to assert through the
issuing bank such rights as may exist against the underlying corporate borrower,
in the event the underlying corporate borrower fails to pay principal, and
interest when due, the investor may be subject to delays, expenses and risks
that are greater than those that would have been involved if the investor had
purchased a direct obligation (such as commercial paper) of such borrower.
Moreover, under the terms of the loan participation the investor may be regarded
as a creditor of the issuing bank (rather than of the underlying corporate
borrower), so that the issuer may also be subject to the risk that the issuing
bank may become insolvent. Further, in the event of the bankruptcy or insolvency
of the corporate borrower, the loan participation may be subject to certain
defenses that can be asserted by such borrower as a result of improper conduct
by the issuing bank.
FOREIGN INVESTMENTS
-------------------
The Cash Management Fund, the Equity Investment Funds, the Bond
Fund, the Intermediate Bond Fund, and the Short-Term Income Fund may, subject to
their investment objectives, restrictions and policies, invest in certain
obligations or securities of foreign issuers. Permissible investments may
consist of obligations of foreign branches, agencies or subsidiaries of U.S.
banks and of foreign banks, including European Certificates of Deposit, European
Time Deposits, Canadian Time Deposits and Yankee Certificates of Deposit, and
investments in Canadian Commercial Paper, foreign securities and Europaper.
These instruments may subject a Fund to investment risks that differ in some
respects from those related to investments in obligations of U.S. domestic
issuers. Such risks include future adverse political and economic developments,
the possible imposition of withholding taxes on interest or other income,
possible seizure, nationalization, or expropriation of foreign deposits, the
possible establishment of exchange controls or taxation at the source, greater
fluctuations in value due to changes in exchange rates, or the adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on such obligations. Such investments may also entail
higher custodial fees and sales commissions than domestic investments. Foreign
issuers of securities or obligations are often subject to accounting treatment
and engage in business practices different from those respecting domestic
issuers of similar securities or obligations. Foreign branches of U.S. banks and
foreign banks may be subject to less stringent reserve requirements than those
applicable to domestic branches of U.S. banks.
WHEN-ISSUED SECURITIES
----------------------
As discussed in the Prospectuses, each of the Funds may purchase
securities on a "when-issued" basis. When a Fund engages in "when-issued"
transactions, it relies on the
B-10
<PAGE> 53
seller to consummate the trade. Failure of the seller to do so may result in the
Fund's incurring a loss or missing the opportunity to obtain a price considered
to be advantageous.
SECURITIES LENDING
------------------
Each of the Funds may lend its portfolio securities to
broker-dealers, banks or institutional borrowers of securities. A Fund must
receive 100% collateral in the form of cash or U.S. Government securities. This
collateral must be valued daily by the Fund's Investment Adviser or Sub-Adviser
and should the market value of the loaned securities increase, the borrower must
furnish additional collateral to the Fund. During the time portfolio securities
are on loan, the borrower will pay the Fund any dividends or interest paid on
such securities. Loans will be subject to termination by a Fund or the borrower
at any time. While a Fund will not have the right to vote securities in loan, it
intends to terminate the loan and regain the right to vote if that is considered
important with respect to the investment. A Fund will only enter into loan
arrangements with broker-dealers, banks or other institutions which the
Investment Adviser or Sub-Adviser has determined are creditworthy under
guidelines established by the Funds' Board of Trustees. Each Fund will limit
securities loans to 5% of its net assets.
REPURCHASE AGREEMENTS
---------------------
Securities held by each of the Funds may be subject to repurchase
agreements. Under the terms of a repurchase agreement, a Fund would acquire
securities from a financial institution such as a member bank of the Federal
Deposit Insurance Corporation or a registered broker-dealer, which the
Investment Adviser or Sub-Adviser deems creditworthy under guidelines approved
by the Board of Trustees, subject to the seller's agreement to repurchase such
securities at a mutually agreed-upon date and price. The repurchase price would
generally equal the price paid by the Fund plus interest negotiated on the basis
of current short-term rates, which may be more or less than the rate on the
underlying portfolio securities. The seller under a repurchase agreement will be
required to maintain the value of collateral held pursuant to the agreement at
not less than the repurchase price (including accrued interest). If the seller
were to default on its repurchase obligation or become insolvent, a Fund would
suffer a loss to the extent that the proceeds from a sale of the underlying
portfolio securities were less than the repurchase price under the agreement, or
to the extent that the disposition of such securities by the Fund were delayed
pending court action. Additionally, there is no controlling legal precedent
confirming that a Fund would be entitled, as against a claim by such seller or
its receiver or trustee in bankruptcy, to retain the underlying securities,
although the Board of Trustees of the Funds believes that, under the regular
procedures normally in effect for custody of each Fund's securities subject to
repurchase agreements and under applicable federal laws, a court of competent
jurisdiction would rule in favor of a Fund if presented with the question.
Securities subject to repurchase agreements will be held by each Fund's
Custodian, Sub-Custodian, or in the Federal Reserve/Treasury book-entry system.
B-11
<PAGE> 54
Repurchase agreements are considered to be loans by an investment company under
the Investment Company Act of 1940 (the "1940 Act").
MUNICIPAL SECURITIES
--------------------
As a matter of fundamental policy, under normal market conditions,
at least 80% of the net assets of the Intermediate Tax-Free Bond Fund will be
invested in Municipal Securities. The Bond, Intermediate Bond and Short-Term
Income Funds, under normal market conditions, may invest in municipal securities
which are not exempt from federal income taxes. Municipal Securities include
debt obligations issued to obtain funds for various public purposes, such as the
construction of a wide range of public facilities, the refunding of outstanding
obligations, the payment of general operating expenses, and the extension of
loans to other public institutions and facilities. The Intermediate Tax-Free
Bond Fund may purchase short-term tax-exempt General Obligations Notes, Tax
Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation Notes, Project
Notes, and other forms of short-term tax exempt loans. Such notes are issued
with a short-term maturity in anticipation of the receipt of tax funds, the
proceeds of bond placements, or other revenues. In addition, the Intermediate
Tax-Free Bond Fund may invest in other types of tax-exempt investments, such as
municipal bonds, private activity bonds, and pollution control bonds. The
Intermediate Tax-Free Bond Fund may also purchase tax-exempt commercial paper.
While the issuing state or local housing agency has the primary obligation with
respect to its Project Notes, they are also secured by the full faith and credit
of the United States through agreements with the issuing authority which provide
that, if required, the federal government will lend the issuer an amount equal
to the principal of and interest on the Project Notes.
There are, of course, variations in the quality of Municipal
Securities, both within a particular classification and between classifications,
and the yields on Municipal Securities depend upon a variety of factors,
including general money market conditions, the financial condition of the
issuer, general conditions of the municipal bond market, the size of a
particular offering, the maturity of the obligations, and the rating of the
issue. The ratings of nationally recognized statistical ratings organizations
("NRSROs") represent their opinions as to the quality of Municipal Securities.
It should be emphasized, however, that ratings are general and are not absolute
standards of quality, and Municipal Securities with the same maturity, interest
rate and rating may have different yields while Municipal Securities of the same
maturity and interest rate with different ratings may have the same yield.
Subsequent to its purchase by the Intermediate Tax-Free Bond Fund, an issue of
Municipal Securities may cease to be rated or its rating may be reduced below
the minimum rating required for purchase by the Fund. The Fund's Investment
Adviser will consider such an event in determining whether the Fund should
continue to hold the obligations.
B-12
<PAGE> 55
Information about the financial condition of issuers of Municipal
Securities may be less available than about corporations a class of whose
securities is registered under the Securities Exchange Act of 1934.
An issuer's obligations under its Municipal Securities are subject
to the provisions of bankruptcy, insolvency, and other laws affecting the rights
and remedies of creditors, such as the federal bankruptcy code, and laws, if
any, which may be enacted by Congress or state legislatures extending the time
for payment of principal or interest, or both, or imposing other constraints
upon the enforcement of such obligations. The power or ability of an issuer to
meet its obligations for the payment of interest on and principal of its
Municipal Securities may be materially adversely affected by litigation or other
conditions.
INVESTMENT RESTRICTIONS
- -----------------------
Unless otherwise specifically noted, the following investment
restrictions may be changed with respect to a particular Fund only by a vote of
a majority of the outstanding Shares of that Fund (as defined under "GENERAL
INFORMATION--Miscellaneous" in the Funds' Prospectuses).
None of the Funds may:
1. Purchase securities on margin, sell securities short, or
participate on a joint or joint and several basis in any securities trading
account, except, in the case of the Intermediate Tax-Free Bond Fund, for use of
short-term credit necessary for clearance of purchases of portfolio securities.
2. Underwrite the securities of other issuers except to the extent
that a Fund may be deemed to be an underwriter under certain securities laws in
the disposition of "restricted securities."
3. Purchase or sell commodities or commodity contracts, except that
each of the Equity Investment Funds and Bond Investment Funds may invest in
futures contracts if, immediately thereafter, the aggregate initial margin
deposits for futures contracts, and premium paid for related options, does not
exceed 5% of the Fund's total assets and the value of securities that are the
subject of such futures and options (both for receipt and delivery) does not
exceed one-third of the value of the Fund's total assets.
4. Purchase participation or other direct interests in oil, gas or
mineral exploration or development programs or leases (although investments by
the Cash Management Fund, the Equity Investment Funds, and the Bond Investment
Funds in marketable securities of companies engaged in such activities are not
hereby precluded).
5. Invest in any issuer for purposes of exercising control or
management.
B-13
<PAGE> 56
6. Purchase or retain securities of any issuer if the officers or
Trustees of the Funds or the officers or directors of its Investment Adviser
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities.
7. Invest more than 5% of a Fund's total assets in the securities of
issuers which together with any predecessors have a record of less than three
years of continuous operation.
8. Purchase or sell real estate, including limited partnership
interests, (however, each Fund except a Money Market Fund may, to the extent
appropriate to its investment objective, purchase securities secured by real
estate or interests therein or securities issued by companies investing in real
estate or interests therein).
9. Except with respect to the Growth Equity Fund, for as long as
shares of a Fund are registered in Arkansas and for so long as the State of
Arkansas so requires, invest more than 10% of a Fund's total assets in the
securities of issuers which are restricted as to disposition, other than
restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933.
In addition, the Money Market Funds may not:
1. Buy common stocks or voting securities, or state, municipal, or
private activity bonds.
In addition, the Intermediate Tax-Free Bond Fund may not:
1. Invest in private activity bonds where the payment of principal
and interest are the responsibility of a company (including its predecessors)
with less than three years of continuous operation.
If a percentage restriction is satisfied at the time of investment,
a later increase or decrease in such percentage resulting from a change in asset
value will not constitute a violation of such restriction.
PORTFOLIO TURNOVER
- ------------------
The portfolio turnover rate for each Fund is calculated by dividing
the lesser of purchases or sales of portfolio securities for the year by the
monthly average value of the portfolio securities. The calculation excludes all
securities whose maturities, at the time of acquisition, were one year or less.
Thus, for regulatory purposes, the portfolio turnovers with respect to the Money
Market Funds will be zero. Fund turnover may vary greatly from year to year as
well as within a particular year, and may also be affected by cash requirements
for redemptions of shares and by requirements which enable the Funds to
B-14
<PAGE> 57
receive certain favorable tax treatments. Fund turnover will not be a limiting
factor in making portfolio decisions.
For the fiscal year ended August 31, 1996, the portfolio turnover
rates for the Funds were as follows: 61.02% for the Bond Fund; 129.97% for the
Intermediate Bond Fund; 67.46% for the Equity Fund; 19.53% for the Intermediate
Tax-Free Bond Fund; 32.89% for the Aggressive Growth Fund; and 80.98% for the
Short-Term Income Fund. The portfolio turnover rate for the Balanced Fund for
the fiscal year ended August 31, 1996, was 71.63% with respect to the common
stock portion of its portfolio and 72.29% with respect to the fixed income
portion of its portfolio.
For the fiscal year ended August 31, 1995, the portfolio turnover
rates for the Funds were as follows: 185.48% for the Bond Fund; 154.43% for the
Intermediate Bond Fund; 100.44% for the Equity Fund; 8.35% for the Intermediate
Tax-Free Bond Fund; and 27.16% for the Aggressive Growth Fund. The portfolio
turnover rate for the Short-Term Income Fund for the period from commencement of
operations, October 19, 1994, to August 31, 1995 was 212.35%. The portfolio
turnover rate for the Balanced Fund for the period from commencement of
operations, June 1, 1995, to August 31, 1995 was .09% with respect to the common
stock portion of its portfolio and 47.63% with respect to the fixed income
portion of its portfolio.
ADDITIONAL TAX INFORMATION CONCERNING ALL THE FUNDS
- ---------------------------------------------------
It is the policy of each of the Funds to meet the requirements of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). By
following such policy, each Fund expects to eliminate or reduce to a nominal
amount the federal income taxes to which it may be subject.
In order to qualify as a RIC each Fund must, among other things, (1)
derive at least 90% of its gross income from dividends, interest, payments with
respect to securities loans, and gains from the sale or other disposition of
stock or securities, foreign currencies or other income (including gains from
options, futures or forward contracts) derived with respect to its business of
investing in stock, securities or currencies, (2) derive less than 30% of its
gross income from the sale or other disposition of stock, securities, options,
futures, forward contracts, and certain foreign currencies (or options, futures,
or forward contracts on foreign currencies) held for less than three months, and
(3) diversify its holdings so that at the end of each quarter of its taxable
year (i) at least 50% of the market value of the Fund's assets is represented by
cash or cash items, U.S. Government securities, securities of other RICs and
other securities limited, in respect of any one issuer, to an amount not greater
than 5% of the value of the Fund's assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any one issuer (other than U.S. Government
securities) or of two or more issuers that the Fund controls and that are
engaged in the same, similar or
B-15
<PAGE> 58
related trades or businesses. These requirements may restrict the degree to
which the Fund may engage in short-term trading and limit the range of the
Fund's investments. If a Fund qualifies as a RIC, it will not be subject to
federal income tax on the part of its net investment income and net realized
capital gains, if any, that it distributes to shareholders, provided the Fund
distributes during its taxable year at least (a) 90% of its "investment company
taxable income" (as that term is defined in the Code), and (b) 90% of the excess
of (i) its tax-exempt interest income over (ii) certain deductions attributable
to that income. Each Fund intends to make sufficient distributions to
Shareholders to meet this requirement.
The Code imposes a non-deductible excise tax on RICs that do not
distribute in each calendar year (regardless of whether they otherwise have a
non-calendar taxable year) an amount equal to 98% of their "ordinary income" (as
defined) for the calendar year plus 98% of their capital gain net income for the
1-year period ending on October 31 of such calendar year plus any undistributed
amounts from the prior year. For the foregoing purposes, a Fund is treated as
having distributed any amount on which it is subject to income tax for any
taxable year ending in such calendar year. If distributions during a calendar
year were less than the required amount, a particular Fund would be subject to a
non-deductible excise tax equal to 4% of the deficiency.
A Fund's transactions in futures contracts, options, and foreign
currency denominated securities, and certain other investment and hedging
activities of the Fund, will be subject to special tax rules. In a given case,
these rules may accelerate income to the Fund, defer losses to the Fund, cause
adjustments in the holding periods of the Fund's assets, convert short-term
capital losses into long-term capital losses, or otherwise affect the character
of the Fund's income. These rules could therefore affect the amount, timing, and
character of distributions to Shareholders. Income earned as a result of these
transactions would, in general, not be eligible for the Dividends Received
Deduction or for treatment as exempt-interest dividends when distributed to
Shareholders. Each Fund will endeavor to make any available elections pertaining
to these transactions in a manner believed to be in the best interest of the
Fund.
The Funds will be required in certain cases to withhold and remit to
the U.S. Treasury 31% of taxable dividends and other distributions paid to any
Shareholder who has provided either an incorrect tax identification number or no
number at all, or who is subject to withholding by the Internal Revenue Service
for failure properly to include on his tax return payments of interest or
dividends. This withholding, known as back-up withholding, is not an additional
tax, and any amounts withheld may be credited against the Shareholder's ultimate
U.S. tax liability.
The foregoing is only a summary of some of the important federal tax
considerations generally affecting purchasers of Shares of a Fund of the Funds.
Further tax information regarding the Intermediate Tax-Free Bond Fund is
included in the immediately
B-16
<PAGE> 59
following section of this Statement of Additional Information. No attempt is
made to present a detailed explanation of the federal income tax treatment of
each Fund or its Shareholders, and this discussion is not intended as a
substitute for careful tax planning. Accordingly, potential purchasers of shares
of a Fund are urged to consult their tax advisers with specific reference to
their own tax situation.
The foregoing discussion and the discussion below regarding the
Intermediate Tax- Free Bond Fund are based on tax laws and regulations which are
in effect on the date of this Statement of Additional Information; such laws and
regulations may be changed by legislative or administrative action, and such
changes may be retroactive.
ADDITIONAL TAX INFORMATION CONCERNING THE INTERMEDIATE TAX-FREE BOND FUND
- -------------------------------------------------------------------------
The Code permits a RIC which invests at least 50% of its assets in
tax-free Municipal Securities and other securities exempt from the regular
federal income tax to pass through to its investors, tax-free, net interest
income from such securities.
The policy of the Intermediate Tax-Free Bond Fund is to pay each
year as dividends substantially all the Fund's interest income net of certain
deductions. An exempt-interest dividend is any dividend or part thereof (other
than a capital gain dividend) paid by the Intermediate Tax-Free Bond Fund and
designated as an exempt-interest dividend in a written notice mailed to
Shareholders after the close of the Fund's taxable year, but not to exceed in
the aggregate the net interest from Municipal Securities and other securities
exempt from the regular federal income tax received by the Fund during the
taxable year. The percentage of the total dividends paid for any taxable year
which qualifies as federal exempt-interest dividends will be the same for all
Shareholders receiving dividends from the Intermediate Tax-Free Bond Fund during
such year, regardless of the period for which the Shares were held.
Exempt-interest dividends may be treated by the Intermediate
Tax-Free Bond Fund's Shareholders as items of interest excludable from their
gross income under Section 103(a)(1) of the Code. However, each Shareholder of
an Intermediate Tax-Free Bond Fund is advised to consult his tax adviser with
respect to whether exempt-interest dividends would retain the exclusion under
Section 103(a)(1) if such Shareholder were treated as a "substantial user" or a
"related person" to such user under Section 147(a) with respect to facilities
financed through any of the tax-exempt obligations held by the Fund.
"Substantial user" is defined under U.S. Treasury Regulations to include a
non-exempt person who regularly uses a part of such facilities in his trade or
business and (a)(i) whose gross revenues derived with respect to the facilities
financed by the issuance of bonds are more than 5% of the total revenues derived
by all users of such facilities or (ii) who occupies more than 5% of the usable
area of the facility or (b) for whom such facilities or a
B-17
<PAGE> 60
part thereof were specifically constructed, reconstructed or acquired. "Related
persons" includes certain related natural persons, affiliated corporations,
partners and partnerships.
Dividends attributable to interest on certain private activity bonds
issued after August 7, 1986 must be included in alternative minimum taxable
income for purposes of determining liability (if any) for the alternative
minimum tax for individuals and corporations. In the case of corporations all
tax-exempt interest dividends will be taken into account in determining adjusted
current earnings for the purpose of computing the alternative minimum tax
imposed on corporations (as defined for federal income tax purposes).
The Intermediate Tax-Free Bond Fund may acquire rights regarding
specified portfolio securities under puts. See "Puts." The policy of the
Intermediate Tax-Free Bond Fund is to limit its acquisition of puts to those
under which the Fund will be treated for federal income tax purposes as the
owner of the Municipal Securities acquired subject to the put and the interest
on the Municipal Securities will be tax-exempt to the Fund. Although the
Internal Revenue Service has issued a published ruling that provides some
guidance regarding the tax consequences of the purchase of puts, there is
currently no guidance available from the Internal Revenue Service that
definitively establishes the tax consequences of many of the types of puts that
the Funds could acquire under the 1940 Act. Therefore, although the Intermediate
Tax-Free Bond Fund will only acquire a put after concluding that it will have
the tax consequences described above, the Internal Revenue Service could reach a
different conclusion from that of the Fund.
The Intermediate Tax-Free Bond Fund will distribute at least 90% of
any investment company taxable income for each taxable year. In general, the
Fund's investment company taxable income will be its taxable income subject to
certain adjustments and excluding the excess of any net long-term capital gain
for the taxable year over the net short-term capital loss, if any, for such
year. The Intermediate Tax-Free Bond Fund will be taxed on any undistributed
investment company taxable income. To the extent such income is distributed by
the Intermediate Tax-Free Bond Fund (whether in cash or additional Shares), it
will be taxable to Shareholders as ordinary income. The dividends-received
deduction for corporations will not apply to such distributions.
If for any taxable year the Intermediate Tax-Free Bond Fund does not
qualify for the special tax treatment afforded RICs, all of its taxable income
would be subject to tax at regular corporate rates (without any deduction for
distributions to shareholders), and Municipal Securities interest income,
although not taxable to the Fund, would be taxable to Shareholders when
distributed as dividends.
Income exempt from federal income taxation must be considered when
determining whether Social Security payments or railroad retirement benefits
received by a Shareholder are subject to federal income taxation.
B-18
<PAGE> 61
The foregoing is only a summary of some of the important federal tax
considerations generally affecting purchasers of Shares of the Intermediate
Tax-Free Bond Fund. Additional tax information concerning all Funds of the Funds
is contained in the immediately preceding section of this Statement of
Additional Information. No attempt is made to present a detailed explanation of
the income tax treatment of the Intermediate Tax-Free Bond Fund or its
Shareholders, and this discussion is not intended as a substitute for careful
tax planning. Accordingly, potential purchasers of shares of the Intermediate
Tax-Free Bond Fund are urged to consult their tax advisers with specific
reference to their own tax situation.
VALUATION
THE MONEY MARKET FUNDS
- ----------------------
The Money Market Funds have elected to use the amortized cost method
of valuation pursuant to Rule 2a-7 under the 1940 Act. This involves valuing an
instrument at its cost initially and thereafter assuming a constant amortization
to maturity of any discounts or premiums, regardless of the impact of
fluctuating interest rates on the market value of the instrument. This method
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price each Fund would receive if it sold the
instrument. The value of securities in the Funds can be expected to vary
inversely with changes in prevailing interest rates.
Pursuant to Rule 2a-7, the Money Market Funds will maintain a
dollar-weighted average portfolio maturity appropriate to their objective of
maintaining a stable net asset value per Share, provided that no Fund will
purchase any security with a remaining maturity of more than 397 days
(securities subject to repurchase agreements and certain variable or floating
rate instruments may bear longer maturities) nor maintain a dollar-weighted
average portfolio maturity which exceeds 90 days. The Funds' Board of Trustees
has also undertaken to establish procedures reasonably designed, taking into
account current market conditions and a Fund's investment objective, to
stabilize the net asset value per Share of the Money Market Funds for purposes
of sales and redemptions at $1.00. These procedures include review by the
Trustees, at such intervals as they deem appropriate, to determine the extent,
if any, to which the net asset value per Share of each Fund calculated by using
available market quotations deviates from $1.00 per Share. In the event such
deviation exceeds one half of one percent, the Rule requires that the Board
promptly consider what action, if any, should be initiated. If the Trustees
believe that the extent of any deviation from a Fund's $1.00 amortized cost
price per Share may result in material dilution or other unfair results to new
or existing investors, they will take such steps as they consider appropriate to
eliminate or reduce to the extent reasonably practicable any such dilution or
unfair results. These steps may include selling portfolio instruments prior to
maturity, shortening the dollar-weighted average portfolio maturity,
B-19
<PAGE> 62
withholding or reducing dividends, reducing the number of a Fund's outstanding
Shares without monetary consideration, or utilizing a net asset value per Share
determined by using available market quotations.
THE BOND AND EQUITY INVESTMENT FUNDS
- ------------------------------------
Except as noted below, investments of the Bond Investment Funds and
the Equity Investment Funds in securities the principal fair market for which is
a securities exchange are valued at their fair market values based upon the
latest available sales price or, absent such a price, by reference to the latest
available bid prices in the principal market in which such securities are
normally traded. With regard to each of the above-mentioned Funds, securities,
the principal market for which is not a securities exchange, are valued based on
bid quotations in such principal market. Securities and other assets for which
quotations are not readily available are valued at their fair market value as
determined in good faith under consistently applied procedures established by
and under the general supervision of the Trustees of the Funds. Short-term
securities are valued at amortized cost, which approximates current value.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares in each Fund are sold on a continuous basis by BISYS Fund
Services (the "Distributor"), and the Distributor has agreed to use appropriate
efforts to solicit all purchase orders. As described in the Prospectuses, in
addition to purchasing Shares directly from the Distributor, Shares may be
purchased through procedures established by the Distributor in connection with
the requirements of Participating Organizations under the Funds' Distribution
and Shareholder Services Plan. Customers purchasing Shares of the Funds may
include officers, directors, or employees of the Investment Adviser and its
affiliates.
The Funds may suspend the right of redemption or postpone the date
of payment for Shares during any period when (a) trading on the New York Stock
Exchange (the "Exchange") is restricted by applicable rules and regulations of
the Securities and Exchange Commission, (b) the Exchange is closed for other
than customary weekend and holiday closings, (c) the Securities and Exchange
Commission has by order permitted such suspension, or (d) an emergency exists as
determined by the Securities and Exchange Commission.
The Money Market Funds may redeem Shares involuntarily if redemption
appears appropriate in light of the Funds' responsibilities under the 1940 Act.
(See "VALUATION - The Money Market Funds" above for further information.)
B-20
<PAGE> 63
MANAGEMENT OF THE FUNDS
TRUSTEES AND OFFICERS
- ---------------------
The names of the trustees of the Funds, their addresses, and
principal occupations during the past five years are set forth in each of the
Funds' Prospectuses. The officers of the Funds, their addresses, and principal
occupations during the past five years are as follows:
Position(s) Held Principal Occupation
Name and Address With the Funds During Past 5 Years
- ---------------- ---------------- --------------------
Walter B. Grimm* Chairman, President, From June, 1992 to present,
3435 Stelzer Road and Trustee employee of BISYS Fund Services;
Columbus, OH 43219 from 1987 to June, 1992,
President of Leigh
Consulting/Investments
(investment firm).
D'Ray Moore* Vice President and From February, 1990 to present,
3435 Stelzer Road Secretary employee of BISYS Fund Services.
Columbus, OH 43219
Alaina J. Metz* Assistant Secretary From June 1995 to present,
3435 Stelzer Road employee of BISYS Fund Services;
Columbus, OH 43219 from May 1989 to June 1995,
Supervisor, Mutual Fund Legal
Department, Alliance Capital
Management.
William J. Tomko* Vice President From April, 1987 to present,
3435 Stelzer Road employee of BISYS Fund Services.
Columbus, OH 43219
THOMAS E. LINE* Treasurer From December, 1996 to present,
3435 Stelzer Road employee of BISYS Fund Services;
Columbus, OH 43219 from September, 1989 to
November, 1996, Audit Senior
Manager at KPMG Peat Marwick LLP.
B-21
<PAGE> 64
George O. Martinez* Vice President From April 1995 to present,
3435 Stelzer Road employee of BISYS Fund Services;
Columbus, OH 43219 from June 1989 - March 1995,
Vice President and Associate
General Counsel, Alliance
Capital Management.
Dana Gentile* Vice President From December 1987 to present,
3435 Stelzer Road employee of BISYS Fund Services.
Columbus, OH 43219
- ----------------
* Messrs. Grimm, Tomko, Line and Martinez and Ms. Moore, Ms. Metz
and Ms. Gentile are each considered to be an "interested person" of
the Funds as defined in the 1940 Act.
<TABLE>
<CAPTION>
COMPENSATION TABLE (1)
---------------------
Total
Aggregate Pension or Compensation
Compensation Retirement from The
from The Benefits Estimated American
American Accrued As Annual Performance
Name of Person, Performance Part of Fund Benefits Upon Funds Paid to
Position Funds Expenses Retirement Trustee
- -------- ----- -------- ---------- -------
<S> <C> <C> <C> <C>
Walter B. Grimm None None None None
J. David Huber None None None None
Michael J. Hall $5,000 None None $5,000
Perry A. Wimpey $6,000 None None $6,000
I. Edgar Hendrix $6,000 None None $6,000
<FN>
(1) Figures are for the Funds' fiscal year ended August 31, 1996.
</TABLE>
INVESTMENT ADVISER AND SUB-ADVISER
- ----------------------------------
Investment advisory services are provided to each of the Funds by
Bank of Oklahoma, N.A. ("BOK") ("Investment Adviser"), pursuant to an
Investment Advisory Agreement dated October 1, 1994 (hereinafter referred to as
the "Advisory Agreement").
B-22
<PAGE> 65
Under the Advisory Agreement, the Investment Adviser has agreed to
provide to the respective Funds the respective investment advisory services
described in the Funds' Prospectuses. For the services provided and expenses
assumed pursuant to the Advisory Agreement, the Investment Adviser is entitled
to receive a fee from each of the Funds, computed daily and paid monthly, based
on the lower of (1) such fee as may, from time to time, be agreed upon in
writing by the Funds and the Investment Adviser or (2) the average daily net
assets of each such Fund as follows: the U.S. Treasury Fund and the Cash
Management Fund - forty one-hundredths of one percent (.40%) annually; the
Equity Fund, the Aggressive Growth Fund and the Growth Equity Fund - sixty-nine
one-hundredths of one percent (.69%) annually; the Balanced Fund - seventy-four
one-hundredths of one percent (.74%) annually; the Bond Fund, the Intermediate
Bond Fund, the Intermediate Tax-Free Bond Fund and the Short-Term Income Fund -
fifty-five one-hundredths of one percent (.55%) annually.
Sub-investment advisory services are provided to the Cash Management
Fund by AMR Investment Services, Inc. ("Sub-Advisor" or "AMR") pursuant to a
Sub-Investment Advisory Agreement between BOK and AMR dated June 16, 1997
(hereinafter referred to as the "Sub-Advisory Agreement"). For the services
provided and the expenses assumed pursuant to the Sub-Advisory Agreement, AMR is
entitled to receive a fee from BOK, computed daily and paid monthly, at the
annual rate of not less than fifteen one-hundredths of one percent (.15%) nor
more than forty one-hundredths of one percent (.40%) of the average daily net
assets of the Cash Management Fund.
For its investment advisory services during the fiscal year ending
August 31, 1996, BancOklahoma Trust Company ("BOTC") (the wholly-owned
subsidiary of BOK) received from the Funds $801,240 with respect to the U.S.
Treasury Fund; $1,238,786 with respect to the Cash Management Fund; $129,467,
which is $73,915 less than the maximum amount of advisory fees, if charged, with
respect to the Bond Fund; $227,937, which is $130,084 less than the maximum
amount of such fees, if charged, with respect to the Intermediate Bond Fund;
$407,341, which is $154,982 less than the maximum amount of such fees, if
charged, with respect to the Equity Fund; $101,273, which is $57,916 less than
the maximum amount of advisory fees, if charged, with respect to the
Intermediate Tax-Free Bond Fund; $202,594, which is $77,088 less than the
maximum amount of advisory fees, if charged, with respect to the Aggressive
Growth Fund; $0, which is $65,313 less than the maximum amount of advisory fees,
if charged with respect to the Short-Term Income Fund; and $0 which is $149,330
less than the maximum amount of advisory fees, if charged with respect to the
Balanced Fund.
For its investment advisory services during the fiscal year ended
August 31, 1995, BOTC received from the Funds $732,975, which is $27,001 less
than the maximum amount of advisory fees, if charged, with respect to the U.S.
Treasury Fund; $119,282 which is $66,995 less than the maximum amount of
advisory fees, if charged, with respect to the Bond Fund; $271,212 which is
$152,206 less than the maximum amount of advisory fees, if charged, with respect
to the Intermediate Bond Fund; $360,139 which is $134,698 less than the maximum
amount of advisory fees, if charged, with respect to the Equity Fund; $56,984,
which is $96,109 less than the maximum amount of
B-23
<PAGE> 66
advisory fees, if charged, with respect to the Intermediate Tax-Free Bond Fund;
$130,408 which is $49,067 less than the maximum amount of advisory fees, if
charged, with respect to the Aggressive Growth Fund. For investment advisory
services during the period from October 1, 1994 to August 31, 1995, BOTC
received from the Funds $799,677 which is $30,520 less than the maximum amount
of advisory fees, if charged, with respect to the Cash Management Fund. For the
period from commencement of operations, October 19, 1994, to August 31, 1995,
BOTC received from the Funds $17,642 which is $39,100 less than the maximum
amount of advisory fees, if charged, with respect to the Short-Term Income Fund;
and for the period from commencement of operations, June 1, 1995, to August 31,
1995, BOTC received from the Funds $0 which is $21,992 less than the maximum
amount of advisory fees, if charged, with respect to the Balanced Fund.
For its investment advisory services during the fiscal year ending
August 31, 1994, BOTC received from the Funds $153,213, which is $153,213 less
than the maximum amount of advisory fees, if charged, with respect to the U.S.
Treasury Fund; $91,725, which is $52,636 less than the maximum amount of
advisory fees, if charged, with respect to the Bond Fund; $224,116, which is
$128,475 less than the maximum amount of advisory fees, if charged, with respect
to the Intermediate Bond Fund; $304,010, which is $116,027 less than the maximum
amount of advisory fees, if charged, with respect to the Equity Fund; $0, which
is $120,948 less than the maximum amount of advisory fees, if charged, with
respect to the Intermediate Tax-Free Bond Fund; $80,387, which is $32,285 less
than the maximum amount of advisory fees, if charged, with respect to the
Aggressive Growth Fund. The Short-Term Income Fund and the Balanced Fund were
not in operation during the fiscal year ended August 31, 1994. BOTC did not
serve as investment adviser to the Cash Management Fund for the fiscal year
ended August 31, 1994.
Investment advisory services formerly were provided by AMR, jointly
with BOTC, to the U.S. Treasury Fund and by AMR solely to the Cash Management
Fund pursuant to an Investment Advisory Agreement dated September 5, 1990. AMR
ceased providing investment advisory services to the U.S. Treasury Fund and the
Cash Management Fund on September 30, 1994. For services provided and expenses
assumed under the AMR Investment Advisory Agreement, the U.S. Treasury Fund and
the Cash Management Fund paid AMR a fee, computed daily and paid monthly, based
on the lower of (1) such fee as was, from time to time, agreed upon in writing
by the Funds and AMR or (2) the average daily net assets of the respective
Funds, as follows: the Cash Management Fund - forty one-hundredths of one
percent (.40%) annually and the U.S. Treasury Fund - twenty one-hundredths of
one percent (.20%) annually.
For investment advisory services during the period from September 1,
1994 to September 30, 1994, at which time the Investment Advisory Agreement
terminated, AMR received from the Funds $13,468 with respect to the U.S.
Treasury Fund; and $29,578 with respect to the Cash Management Fund. For
Sub-Advisory services during the period from October 1, 1994 to August 31, 1995,
AMR received from BOTC $281,081 with respect to the Cash Management Fund.
B-24
<PAGE> 67
For investment advisory services during the fiscal year ending
August 31, 1994, AMR received from the Funds $153,212, which is $153,212 less
than the maximum amount of advisory fees, if charged, with respect to the U.S.
Treasury Fund; and $358,644, which is $358,644 less than the maximum amount of
such fees, if charged, with respect to the Cash Management Fund.
The Investment Adviser may periodically set its fees at less than
the maximum allowable amount with respect to any Fund it serves in order to
increase the net income of that Fund available for distribution as dividends.
For information on such voluntary reductions undertaken for the period ended
August 31, 1996, concerning a particular Fund, see "MANAGEMENT OF THE FUND -
Investment Adviser" in the Prospectus pertaining to such Fund.
Unless sooner terminated, the Advisory Agreement will continue in
effect until August 1, 1997. The Advisory Agreement will continue in effect as
to a particular Fund for successive one-year terms after the aforementioned
date, if such continuance is approved at least annually by the Funds' Board of
Trustees or by vote of a majority of the outstanding voting Shares of such Fund
(as defined under "GENERAL INFORMATION--Miscellaneous" in the Funds'
Prospectuses), and a majority of the Trustees who are not parties to the
Advisory Agreement, or interested persons (as defined in 1940 Act) of any party
to the Advisory Agreement by votes cast in person at a meeting called for such
purpose.
The Sub-Advisory Agreement between BOK and AMR provides that
unless sooner terminated, it will continue in effect until August 1, 1998 and
for successive one-year terms thereafter, provided that such continuance is
approved annually in the manner set forth above. The Advisory and Sub-Advisory
Agreements are terminable as to a particular Fund at any time on 60 days'
written notice without penalty by the Trustees, by vote of a majority of the
outstanding voting Shares of that Fund, or by the Investment Adviser or the
Sub-Adviser, as the case may be. The Advisory and Sub-Advisory Agreements also
terminate automatically in the event of any assignment, as defined in the 1940
Act.
The Advisory and Sub-Advisory Agreements provide that the Investment
Adviser or the Sub-Adviser, as the case may be, shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Funds in
connection with the performance of the respective Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the respective provider of services to
the Funds in the performance of its duties, or from reckless disregard by it of
its duties and obligations thereunder.
From time to time, advertisements, supplemental sales literature and
information furnished to present or prospective shareholders of the Funds may
include descriptions of the Investment Adviser or Sub-Adviser including, but not
limited to, (i) descriptions of the adviser's operations; (ii) descriptions of
certain personnel and their functions; and (iii) statistics and rankings related
to the adviser's operations.
B-25
<PAGE> 68
DISTRIBUTION
Shares of the Funds are sold on a continuous basis by the
Distributor for the Funds. Under the Funds' Amended and Restated Distribution
and Shareholder Services Plan (the "Distribution Plan"), each of the Funds will
pay a monthly distribution fee to the Distributor as compensation for its
services in connection with the Distribution Plan at an annual rate equal to
twenty-five one hundredths of one percent (.25%) of its average daily net
assets. The Distributor may use the distribution fee to provide distribution
assistance with respect to the Funds' Shares or to provide Shareholder services
to the holders of the Funds' Shares. The Distributor may also use the
distribution fee (i) to pay financial institutions and intermediaries (such as
insurance companies, and investment counselors, but not including banks),
broker-dealers, and the Distributor's affiliates and subsidiaries compensation
for services or reimbursement of expenses incurred in connection with
distribution assistance or (ii) to pay banks, other financial institutions and
intermediaries, broker-dealers, and the Distributor's affiliates and
subsidiaries compensation for services or reimbursement of expenses incurred in
connection with the provision of Shareholder services. All payments by the
Distributor for distribution assistance or Shareholder services under the
Distribution Plan will be made pursuant to an agreement between the Distributor
and such bank, other financial institution or intermediary, broker-dealer, or
affiliate or subsidiary of the Distributor (a "Servicing Agreement"; banks,
other financial institutions and intermediaries, broker-dealers, and the
Distributor's affiliates and subsidiaries which may enter into a Servicing
Agreement are hereinafter referred to individually as a "Participating
Organization"). A Servicing Agreement will relate to the provision of
distribution assistance in connection with the distribution of the Funds' Shares
to the Participating Organization's customers on whose behalf the investment in
such Shares is made and/or to the provision of Shareholder services rendered to
the Participating Organization's customers owning the Funds' Shares. Under the
Distribution Plan, a Participating Organization may include the Funds'
Advisers or their affiliates. A Servicing Agreement entered into with a bank (or
any of its subsidiaries or affiliates) will contain a representation that the
bank (or subsidiary or affiliate) believes that it possesses the legal authority
to perform the services contemplated by the Servicing Agreement without
violation of applicable banking laws (including the Glass-Steagall Act).
The distribution fee will be payable without regard to whether the
amount of the fee is more or less than the actual expenses incurred in a
particular year by the Distributor in connection with distribution assistance or
Shareholder services rendered by the Distributor itself or incurred by the
Distributor pursuant to the Servicing Agreements entered into under the
Distribution Plan. If the amount of the distribution fee is greater than the
Distributor's actual expenses incurred in a particular year (and the Distributor
does not waive that portion of the distribution fee), the Distributor will
realize a profit in that year from the distribution fee. If the amount of the
distribution fee is less than the Distributor's actual expenses incurred in a
particular year, the Distributor will realize a loss in that year under the
Distribution Plan and will not recover from the Funds the excess of expenses for
the year over the distribution fee, unless
B-26
<PAGE> 69
actual expenses incurred in a later year in which the Distribution Plan remains
in effect were less than the distribution fee paid in that later year. The
Distributor may periodically waive all or a portion of the distribution fee to
increase the net income attributable to a Fund available for distribution as
dividends to the Fund's Shareholders. To reduce operating expenses, the
Distributor has by agreement with the Funds, limited its fees under the
Distribution Plan to twenty-five one hundredths of one percent (.25%) of each
Fund's average daily net assets. For information on such voluntary reductions
concerning a particular fund, see "DISTRIBUTION" in the Prospectus pertaining to
such Fund.
Under the Distribution Plan during the fiscal year ended August 31,
1996, the Distributor received the maximum amount receivable under the Plan with
respect to the following Funds and in the following amounts: $92,476, with
respect to the Bond Fund; $162,813, with respect to the Intermediate Bond Fund;
$203,670 with respect to the Equity Fund and $101,297 with respect to the
Aggressive Growth Fund. Under the Distribution Plan during the fiscal year ended
August 31, 1996, the Distributor received $0 which is $500,780 less than the
maximum amount receivable under the Plan with respect to the U.S. Treasury Fund;
$0 which is $830,500 less than the maximum amount receivable under the Plan with
respect to the Cash Management Fund; $0 which is $72,358 less than the maximum
amount receivable under the Plan with respect to the Intermediate Tax-Free Bond
Fund; $0 which is $50,449 less than the maximum amount receivable under the Plan
with respect to the Balanced Fund; and $0 which is $29,688 less than the maximum
amount receivable under the Plan with respect to the Short-Term Income Fund.
Under the Distribution Plan during the fiscal year ended August 31,
1995, the Distributor received the maximum amount receivable under the Plan with
respect to the following Funds and in the following amounts: $84,678 with
respect to the Bond Fund; $192,530 with respect to the Intermediate Bond Fund;
$179,345 with respect to the Equity Fund and $64,937 with respect to the
Aggressive Growth Fund. Under the Distribution Plan during the fiscal year ended
August 31, 1995, the Distributor received $0, which is $69,588 less than the
maximum amount receivable under the Plan with respect to the Intermediate
Tax-Free Bond Fund; $33,751 which is $441,234 less than the maximum amount
receivable with respect to the U.S. Treasury Fund; and $38,082 which is $480,791
less than the maximum amount receivable with respect to the Cash Management
Fund. Under the Distribution Plan during the period from commencement of
operations, October 19, 1994, to August 31, 1995, the Distributor received
$2,911 which is $22,881 less than the maximum amount receivable under the Plan
with respect to the Short-Term Income Fund; and during the period from
commencement of operations, June 1, 1995 to August 31, 1995, the Distributor
received $0 which is $7,430 less than the maximum amount receivable under the
Plan with respect to the Balanced Fund.
Under the Distribution Plan during the fiscal year ended August 31,
1994, the Distributor received the maximum amount receivable under the Plan with
respect to the following Funds and in the following amounts: $383,031 with
respect to the U.S. Treasury Fund; $448,305 with respect to the Cash Management
Fund; $65,518 with respect to the Bond Fund; $160,083 with respect to the
Intermediate Bond Fund; $152,005 with respect to the Equity Fund and $40,194
B-27
<PAGE> 70
with respect to the Aggressive Growth Fund. Under the Distribution Plan during
the fiscal year ended August 31, 1994, the Distributor received $0, which is
$54,977 less than the maximum amount receivable under the Plan with respect to
the Intermediate Tax-Free Bond Fund. The Short-Term Income Fund and the Balanced
Fund were not in operation during the fiscal year ended August 31, 1994.
Substantially all of the amount received by the Distributor under
the Distribution Plan during the last fiscal year, the period from September 1,
1995 to August 31, 1996, was spent on compensation to dealers. 2.09% was
retained by BISYS and spent on printing and mailing of prospectuses. The total
amount spent on compensation to dealers during the last fiscal year was
$560,018. The total amount retained by BISYS during the last fiscal year was
$11,721.
The Securities and Exchange Commission has proposed amendments to
Rule 12b-1 under the 1940 Act, which regulates the Distribution Plan and similar
arrangements of other investment companies which make payments in connection
with the distribution of their securities. One concern of the Securities and
Exchange Commission is the desirability of so-called "compensation plans" which
pay distributors of investment companies fees that are not tied directly to
distribution expenses actually incurred by them. Because the Distribution Plan
does not limit payments made to the Distributor and to Participating
Organizations to the reimbursement of expenses incurred pursuant to the Plan,
the Distribution Plan is a compensation plan. In the event the amendments to
Rule 12b-1 are adopted, new procedural and substantive requirements may be
imposed on 12b-1 distribution plans, and may necessitate certain modifications
to the Distribution Plan.
GLASS-STEAGALL ACT
- ------------------
In 1971 the United States Supreme Court held in INVESTMENT COMPANY
INSTITUTE V. CAMP that the federal statute commonly referred to as the
Glass-Steagall Act prohibits a national bank from operating a fund for the
collective investment of managing agency accounts. Subsequently, the Board of
Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision: (a)
forbid a bank holding company registered under the Federal Bank Holding Company
Act of 1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing, or exerting control of a registered, open-end investment
company continuously engaged in the issuance of its shares, but (b) do not
prohibit such a holding company or affiliate from acting as Investment Adviser,
transfer agent, and custodian to such an investment company. In 1981, the United
States Supreme Court held in BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM V.
INVESTMENT COMPANY INSTITUTE that the Board did not exceed its authority under
the Holding Company Act when it adopted its regulation and interpretation
authorizing bank holding companies and their non-bank affiliates to act as
investment advisers to registered closed-end investment companies. In the Board
of Governors case, the Supreme Court also stated that if a national bank
complied with the restrictions imposed by the Board in its regulation and
interpretation authorizing bank holding companies and their non-bank affiliates
to act as
B-28
<PAGE> 71
investment advisers to investment companies, a national bank performing
investment advisory services for an investment company would not violate the
Glass-Steagall Act.
BOK believes that it possesses the legal authority to perform the
investment advisory services that are contemplated by its Investment Advisory
Agreement with the Funds and described in the Prospectuses and this Statement of
Additional Information without violation of the Glass-Steagall Act. Future
changes in either federal or state statutes and regulations relating to the
permissible activities of banks or bank holding companies and the subsidiaries
or affiliates of those entities, as well as further judicial or administrative
decisions or interpretations of present and future statutes and regulations,
could prevent or restrict BOK, from continuing to perform such services for
the Funds. Depending upon the nature of any changes in the services which could
be provided by BOK, the Board of Trustees of the Funds would review the Funds'
relationship with BOK, and consider taking all action necessary in the
circumstances.
Should future legislative, judicial, or administrative action
prohibit or restrict the proposed activities of BOK, or other banks serving as
Participating Organizations under the Funds' Distribution and Shareholder
Services Plan, in connection with Customer purchases of Shares of the Funds,
such banks may be required to alter materially or discontinue the services
offered by them to Customers under the Distribution and Shareholder Services
Plan. It is not anticipated, however, that any change in the Funds' Distribution
and Shareholder Services Plan would affect its net asset value per Share or
result in financial losses to any Customer.
PORTFOLIO TRANSACTIONS
- ----------------------
Pursuant to the Advisory and Sub-Advisory Agreements, subject to
the general supervision of the Board of Trustees of the Funds and in accordance
with each Fund's investment objective, policies and restrictions, which
securities are to be purchased and sold by each such Fund and which brokers are
to be eligible to execute its portfolio transactions. Purchases and sales of
portfolio securities with respect to the Money Market Funds and the Bond
Investment Funds usually are principal transactions in which portfolio
securities are purchased directly from the issuer or from an underwriter or
market maker for the securities. Purchases from underwriters of portfolio
securities include a commission or concession paid by the issuer to the
underwriter and purchases from dealers serving as market makers may include the
spread between the bid and asked price. Transactions with respect to the Equity
Investment Funds on stock exchanges (other than certain foreign stock
exchanges) involve the payment of negotiated brokerage commissions.
Transactions in the over-the-counter market are generally principal
transactions with dealers. With respect to the over-the-counter market, the
Funds, where possible, will deal directly with the dealers who make a market in
the securities involved except in those circumstances where better price and
execution are available elsewhere. While the Investment Adviser and Sub-Adviser
generally seek competitive spreads or commissions, the Funds may not
necessarily pay the lowest spread or commission available on each transaction,
for reasons discussed below.
B-29
<PAGE> 72
During the fiscal year ended August 31, 1996, the Equity Fund paid
aggregate brokerage commissions in the amount of $106,593. During the fiscal
year ended August 31, 1996, BOTC directed brokerage transactions for the Equity
Fund to brokers because of research services provided in the following amounts:
aggregate transactions -- $90,918; aggregate commissions -- $48,969. During the
fiscal year ended August 31, 1996, the Aggressive Growth Fund paid aggregate
brokerage commissions in the amount of $20,047. During the fiscal year ended
August 31, 1996, BOTC directed brokerage transactions for the Aggressive Growth
Fund to brokers because of research services provided in the following amounts:
aggregate transactions -- $20,047; aggregate commissions -- $0. During the
fiscal year ended August 31, 1996 the Balanced Fund paid aggregate brokerage
commissions in the amount of $25,340. BOTC directed brokerage transactions for
the Balanced Fund to brokers because of research services provided in the
following amounts: aggregate transactions -- $19,722 and aggregate commissions
- -- $5,618.
During the fiscal year ended August 31, 1995, the Equity Fund paid
aggregate brokerage commissions in the amount of $159,829. During the fiscal
year ended August 31, 1995, BOTC directed brokerage transactions for the Equity
Fund to brokers because of research services provided in the following amounts:
aggregate transactions -- $158,700,000; aggregate commissions -- $159,069.
During the fiscal year ended August 31, 1995, the Aggressive Growth Fund paid
aggregate brokerage commissions in the amount of $10,768. During the fiscal year
ended August 31, 1995, BOTC directed brokerage transactions for the Aggressive
Growth Fund to brokers because of research services provided in the following
amounts: aggregate transactions -- $14,600,000; aggregate commissions --
$10,648. For the period June 1, 1995 to August 31, 1995, the Balanced Fund paid
aggregate brokerage commissions in the amount of $9,818.
Allocation of transactions, including their frequency, to various
dealers is determined by the Investment Adviser and/or Sub-Adviser with respect
to the Funds it serves based on its best judgment and in a manner deemed fair
and reasonable to Shareholders. The primary consideration is prompt execution of
orders in an effective manner at the most favorable price. Subject to this
consideration, dealers who provide supplemental investment research to the
Investment Adviser and Sub-Adviser may receive orders for transactions by the
Funds. Information so received is in addition to and not in lieu of services
required to be performed by the Investment Adviser and Sub-Adviser and does not
reduce the advisory fees payable to the Investment Adviser and Sub-Adviser. Such
information may be useful to the Investment Adviser and Sub-Adviser in serving
both the Funds and other clients and, conversely, supplemental information
obtained by the placement of business of other clients may be useful to such
adviser in carrying out its obligations to the Funds.
The Funds will not execute portfolio transactions through, acquire
portfolio securities issued by, make savings deposits in, or enter into
repurchase or reverse repurchase agreements with the Investment Adviser or
Sub-Adviser, its Distributor, or their affiliates except as may be permitted
under the 1940 Act, and will not give preference to correspondents of an
Investment
B-30
<PAGE> 73
Adviser with respect to such transactions, securities, savings deposits,
repurchase agreements, and reverse repurchase agreements.
Investment decisions for each Fund are made independently from those
for the other Funds or any other investment company or account managed by the
Investment Adviser and Sub-Adviser. Any such other investment company or
account may also invest in the same securities as the Funds. When a purchase or
sale of the same security is made at substantially the same time on behalf of a
given Fund and another Fund, investment company or account, the transaction will
be averaged as to price, and available investments allocated as to amount, in a
manner which the Investment Adviser or Sub-Adviser believes to be equitable to
the Fund(s) and such other investment company or account. In some instances,
this investment procedure may adversely affect the price paid or received by a
Fund or the size of the position obtained by a Fund. To the extent permitted by
law, the Investment Adviser or Sub-Adviser may aggregate the securities to be
sold or purchased by it for a Fund with those to be sold or purchased by it for
other Funds or for other investment companies or accounts in order to obtain
best execution. As provided by Investment Advisory and Sub-Advisory Agreements,
in making investment recommendations for the Funds, the Investment Adviser or
Sub-Adviser will not inquire or take into consideration whether an issuer of
securities proposed for purchase or sale by the Funds is a customer of the
Investment Adviser or Sub-Adviser or their respective parents or subsidiaries or
affiliates unless legally required to do so and, in dealing with its commercial
customers, the Investment Adviser or Sub-Adviser and their respective parents,
subsidiaries, and affiliates will not inquire or take into consideration whether
securities of such customers are held by the Funds.
ADMINISTRATOR
- -------------
BISYS Fund Services ("BISYS") serves as general manager and
administrator (the "Administrator") to each Fund pursuant to the Management and
Administration Agreement with the Funds dated September 5, 1990, as amended and
restated on August 30, 1994 (hereinafter referred to as the "Administration
Agreement"). The Administrator assists in supervising all operations of each
Fund (other than those performed under the Investment Advisory, Sub-Advisory,
Custodian, Fund Accounting, and Transfer Agency Agreements for that Fund). The
Administrator is a broker-dealer registered with the Securities and Exchange
Commission and is a member of the National Association of Securities Dealers,
Inc.
On October 1, 1993, BISYS and its affiliated companies, including
BISYS Fund Services Ohio, Inc., were acquired by the BISYS Group, Inc., a
publicly held company which is a provider of information processing, loan
servicing and 401(k) administration and record-keeping services to and through
banking and other financial organizations.
Under the Administration Agreement, the Administrator has agreed to
price the portfolio securities of each Fund and to compute the net asset value
and net income of those Funds on a daily basis, to maintain office facilities
for the Funds, to maintain the Funds' financial accounts
B-31
<PAGE> 74
and records, and to furnish the Funds statistical and research data, data
processing, clerical, accounting, and bookkeeping services, and certain other
services required by the Funds with respect to the Funds. The Administrator
prepares annual and semi-annual reports to the Securities and Exchange
Commission, prepares federal and state tax returns, prepares filings with state
securities commissions, and generally assists in all aspects of the Funds'
operations other than those performed under the Investment Advisory,
Sub-Advisory, Custodian, Fund Accounting, and Transfer Agency Agreements. Under
the Administration Agreement, the Administrator may delegate all or any part of
its responsibilities thereunder.
The Administrator receives a fee from each Fund for its services
provided and expenses assumed pursuant to the Administration Agreement,
calculated daily and paid monthly, at the annual rate of twenty one hundredths
of one percent (.20%) of each Fund's average daily net assets. The Administrator
may periodically set its fees at less than the maximum allowable amount with
respect to any Fund in order to increase the net income of one or more of the
Funds available for distribution as dividends. For information on such voluntary
reductions undertaken concerning a particular fund, see "MANAGEMENT OF THE FUND
- - Administrator, and Distributor" in the Prospectus pertaining to such Fund.
For management and administration services during the fiscal year
ended August 31, 1996, BISYS received from the Funds $400,620 with respect to
the U.S. Treasury Fund; $664,393 with respect to the Cash Management Fund;
$73,981 with respect to the Bond Fund; $130,250 with respect to the Intermediate
Bond Fund; $57,869 with respect to the Intermediate Tax-Free Bond Fund; $162,936
with respect to the Equity Fund; $81,038 with respect to the Aggressive Growth
Fund; $23,727 with respect to the Short-Term Income Fund; and $40,306 with
respect to the Balanced Fund.
For management and administration services during the fiscal year
ended August 31, 1995, BISYS received from the Funds $379,988 with respect to
the U.S. Treasury Fund; $415,071 with respect to the Cash Management Fund;
$67,742 with respect to the Bond Fund; $154,024 with respect to the Intermediate
Bond Fund; $17,180 with respect to the Intermediate Tax-Free Bond Fund, which
represents a waiver of $38,490; $143,476 with respect to the Equity Fund; and
$51,949 with respect to the Aggressive Growth Fund. For the period from
commencement of operations, October 19, 1994, to August 31, 1995, BISYS received
from the Funds $10,031 which represents a waiver of $10,603 with respect to the
Short-Term Income Fund, and for the period from commencement of operations, June
1, 1995, to August 31, 1995, BISYS received from the Funds $5,873 with respect
to the Balanced Fund.
For management and administration services during the fiscal year
ended August 31, 1994, BISYS received from the Funds $306,425 with respect to
the U.S. Treasury Fund; $358,644 with respect to the Cash Management Fund;
$52,414 with respect to the Bond Fund; $127,744 with respect to the Intermediate
Bond Fund; $0 with respect to the Intermediate Tax-Free Bond Fund, which
represents a waiver of $43,981; $121,604 with respect to the Equity
B-32
<PAGE> 75
Fund; and $32,583 with respect to the Aggressive Growth Fund. The Short-Term
Income Fund and the Balanced Fund were not in operation during the fiscal year
ended August 31, 1994.
Unless sooner terminated, the Administration Agreement will continue
in effect until December 31, 1998 and thereafter will automatically continue in
effect for successive three-year periods unless written notice not to renew is
given by the non-renewing party at least sixty days prior to the expiration of
the then-current term. Otherwise, the Administration Agreement is terminable,
with respect to a particular Fund only upon mutual agreement or for "cause" in
either case on not less than sixty days' notice by the Funds' Board of Trustees
or by the Administrator. For purposes of the Administration Agreement, "cause"
means (i) willful misfeasance, bad faith, gross negligence, abandonment, or
reckless disregard on the part of either party with respect to its obligations
and duties set forth herein; (ii) regulatory, administrative, or judicial action
initiated against either party with regard to the violation of any rule,
regulation, order, or law; (iii) the dissolution or liquidation of either party
or other cessation of business other than a reorganization or recapitalization
of such party as an ongoing business; (iv) financial difficulties on the part of
either party which is evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent, or acquiescence in, a voluntary
or involuntary case under Title 11 of the United States Code, as, from time to
time, in effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors; or (v) any circumstance
which substantially impairs the performance of either party's obligations and
duties as contemplated herein.
The Administration Agreement provides that the Administrator shall
not be liable for any error of judgment or mistake of law or any loss suffered
by the Funds in connection with the matters to which the Agreement relates,
except a loss resulting from willful misfeasance, bad faith, or gross negligence
in the performance of its duties, or from the reckless disregard by it of its
obligations and duties thereunder.
SUB-ADMINISTRATOR
- -----------------
Effective May 12, 1995, BancOklahoma Trust Company became the
Sub-Administrator to the Funds pursuant to an agreement between the
Administrator and BancOklahoma Trust Company. Pursuant to this agreement,
BancOklahoma Trust Company assumed many of the Administrator's duties, for which
BancOklahoma Trust Company receives a fee, paid by the Administrator, calculated
at an annual rate of five one-hundredths of one percent (.05%) of each Fund's
average net assets.
For Sub-Administration services during the fiscal year ended August
31, 1996, BancOklahoma Trust Company received fees in the following amounts from
the Administrator: $100,155 with respect to the U.S. Treasury Fund; $166,098
with respect to the Cash Management Fund; $18,495 with respect to the Bond Fund;
$32,563 with respect to the Intermediate Bond Fund; $14,468 with respect to the
Intermediate Tax-Free Bond Fund; $5,932
B-33
<PAGE> 76
with respect to the Short-Term Income Fund; $9,970 with respect to the Balanced
Fund; $40,734 with respect to the Equity Fund; and $20,259 with respect to the
Aggressive Growth Fund.
For Sub-Administration services during the period from May 12, 1995
to August 31, 1995 BancOklahoma Trust Company received fees in the following
amounts from the Administrator: $33,272 with respect to the U.S. Treasury Fund;
$33,645 with respect to the Cash Management Fund; $4,429 with respect to the
Bond Fund; $9,680 with respect to the Intermediate Bond Fund; $3,594 with
respect to the Intermediate Tax-Free Bond Fund; $9,488 with respect to the
Equity Fund; $4,200 with respect to the Aggressive Growth Fund; and $1,589 with
respect to the Short-Term Income Fund. For the period from commencement of
operations, June 1, 1995 to August 31, 1995, BancOklahoma Trust Company received
$1,241 with respect to the Balanced Fund.
DISTRIBUTOR
- -----------
BISYS serves as distributor to each of the Funds pursuant to its
Distribution Agreement with the Funds dated October 1, 1993 (the "Distribution
Agreement"). Unless otherwise terminated, the Distribution Agreement will
continue in effect until August 1, 1997 and thereafter will continue for
successive one-year periods if approved at least annually (i) by the Funds'
Board of Trustees or by the vote of a majority of the outstanding voting Shares
of the Funds (as defined in "GENERAL INFORMATION-Miscellaneous" in the Funds'
Prospectuses) that are parties to the Distribution Agreement, and (ii) by the
vote of a majority of the Trustees of the Funds who are not parties to the
Distribution Agreement or interested persons (as defined in the 1940 Act) of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. The Agreement may be terminated in the event of its assignment, as
defined in the 1940 Act.
The Distribution Agreement is the successor to the previous
distribution agreement, which terminated automatically by its terms upon
consummation of the acquisition of BISYS by The BISYS Group, Inc. The
Distribution Agreement was unanimously approved by the Board of Trustees of the
Funds and is materially identical to the terminated distribution agreement.
CUSTODIAN, TRANSFER AGENT, AND FUND ACCOUNTANT
- ----------------------------------------------
Cash and securities owned by each of the Funds are held by Bank of
Oklahoma, N.A. ("BOK") as custodian. Under its September 5, 1990 Custodian
Agreement, with the Funds, BOK (i) maintains a separate account or accounts in
the name of each Fund; (ii) makes receipts and disbursements of money on behalf
of each Fund; (iii) collects and receives all income and other payments and
distributions on account of the Funds' portfolio securities; (iv) responds to
correspondence from security brokers and others relating to its duties; and (v)
makes periodic
B-34
<PAGE> 77
reports to the Funds' Board of Trustees concerning the Funds' operations. BOK
may, at its own expense, open and maintain a sub-custody account or accounts on
behalf of the Funds, provided that it shall remain liable for the performance of
all of its duties under the Custodian Agreement.
Under the Custodian Agreement, the Funds have agreed to pay BOK a
custodian fee with respect to each Fund at an annual rate of three one
hundredths of one percent (.03%) of such Fund's average daily net assets. BOK is
also entitled to be reimbursed by the Funds for its reasonable out-of-pocket
expenses incurred in the performance of its duties under the Custodian
Agreement. BOK may periodically set its custodian fees at less than the maximum
allowable amount with respect to a Fund to increase the Fund's net income
available for distribution as dividends. No such voluntary reductions were
undertaken for the period ended August 31, 1996 concerning any of the Funds
except for the Balanced Fund and the Short-Term Income Fund.
For custodian services during the fiscal year ended August 31, 1996,
the Funds paid BOK $60,093 for the U.S. Treasury Fund; $99,659 for the Cash
Management Fund; $11,097 for the Bond Fund; $19,538 for the Intermediate Bond
Fund; $24,441 for the Equity Fund; $8,681 for the Intermediate Tax-Free Bond
Fund; $12,156 for the Aggressive Growth Fund; no fees for the Short-Term Income
Fund which reflects a fee reduction of $3,562; and no fees for the Balanced Fund
which reflects a fee reduction of $6,054.
For custodian services during the fiscal year ended August 31, 1995,
the Funds paid BOK $56,998 for the U.S. Treasury Fund; $62,260 for the Cash
Management Fund; $10,161 for the Bond Fund; $23,103 for the Intermediate Bond
Fund; $21,521 for the Equity Fund; $8,352 for the Intermediate Tax-Free Bond
Fund; and $7,792 for the Aggressive Growth Fund. For the period from
commencement of operations, October 19, 1994, to August 31, 1995, the Funds paid
BOK $349 for the Short-Term Income Fund, and for the period from commencement of
operations, June 1, 1995, to August 31,1995, the Funds paid BOK no fees for the
Balanced Fund.
For custodian services during the fiscal year ended August 31, 1994,
the Funds paid BOK $45,964 for the U.S. Treasury Fund; $53,797 for the Cash
Management Fund; $7,862 for the Bond Fund; $19,210 for the Intermediate Bond
Fund; $18,241 for the Equity Fund; $6,014 for the Intermediate Tax-Free Bond
Fund; and $4,823 for the Aggressive Growth Fund. The Short-Term Income Fund and
the Balanced Fund were not in operation during the fiscal year ended August 31,
1994.
BISYS Fund Services Ohio, Inc. serves as transfer agent to each of
the Funds pursuant to a Transfer Agency Agreement with the Funds dated September
5, 1990. While BISYS Fund Services Ohio, Inc. is a distinct legal entity from
BISYS Fund Services (each Fund's Administrator and Distributor), BISYS Fund
Services Ohio, Inc. is considered to be an affiliated person of BISYS Fund
Services under the 1940 Act due to, among other things, the fact that BISYS Fund
Services Ohio, Inc. is owned by substantially the same persons that directly or
indirectly own BISYS Fund Services. Under the Transfer Agency Agreement, BISYS
Fund Services Ohio, Inc. has agreed: (i) to issue and redeem Shares of the
Funds; (ii) to address and
B-35
<PAGE> 78
mail all communications by the Funds to its Shareholders, including reports to
Shareholders, dividend and distribution notices, and proxy material for its
meetings of Shareholders; (iii) to respond to correspondence or inquiries by
Shareholders and others relating to its duties; (iv) to maintain Shareholder
accounts and certain sub-accounts; and (v) to make periodic reports to the
Funds' Board of Trustees concerning the Funds' operations.
Under the Transfer Agency Agreement, the Funds have agreed to pay
BISYS Fund Services Ohio, Inc. with respect to each Fund an annual minimum fee
of $10,000 for less than 100 Shareholder accounts invested in a Fund, $18,000
for 100 to 499 Shareholder accounts invested in a Fund, $24,000 for 500 or more
Shareholder accounts invested in a Fund, $16 for each additional Shareholder
account invested in a Money Market Fund, and $14 for each additional Shareholder
account invested in a non-daily dividend based fund. (The number of Shareholder
accounts for purposes of determining the base fee is calculated on a monthly
basis.) BISYS Fund Services Ohio, Inc. is also entitled to be reimbursed by the
Funds for postage, handling fees, and reasonable costs of supplies used by BISYS
Fund Services Ohio, Inc. in the performance of its services under the Transfer
Agency Agreement. BISYS Fund Services Ohio, Inc. may periodically set its
transfer agency fees at less than the maximum allowable amount with respect to a
Fund to increase the Fund's net income available for distribution as dividends.
BISYS Fund Services Ohio, Inc. serves as fund accountant for each
Fund pursuant to a fund accounting agreement with the Funds dated September 5,
1990 (the "Fund Accounting Agreement"). As fund accountant for the Funds, BISYS
Fund Services Ohio, Inc. prices the Funds' Shares, calculates the Funds' net
asset value, and maintains the general ledger accounting records for each Fund.
Under its Fund Accounting Agreement with the Funds, BISYS Fund Services Ohio,
Inc. is entitled to receive a fee (1) from each Fund (other than the
Intermediate Tax-Free Bond Fund) at an annual rate of three one-hundredths of
one percent (.03%) of the Fund's average daily net assets plus out-of-pocket
expenses, with a minimum monthly fee of $2,500 per Fund and (2) from the
Intermediate Tax-Free Bond Fund at an annual rate of four one-hundredths of one
percent (.04%) of the Fund's average daily net assets, plus out-of-pocket
expenses, with a minimum monthly fee of $3,500. BISYS Fund Services Ohio, Inc.
may periodically set its fund accounting fees at less than the maximum allowable
amount with respect to a Fund in order to increase the Fund's net income
available for distribution as dividends.
For transfer agency and Fund accounting services during the fiscal
year ended August 31, 1996, the Funds paid BISYS Fund Services Ohio, Inc.
$99,549 for the U.S. Treasury Fund; $153,313 for the Cash Management Fund;
$27,287 for the Bond Fund; $47,236 for the Intermediate Bond Fund; $50,607 for
the Equity Fund; $36,462 for the Intermediate Tax-Free Bond Fund; $32,127 for
the Aggressive Growth Fund; $4,798 for the Short-Term Income Fund; and $14,931
for the Balanced Fund.
For transfer agency and Fund accounting services during the fiscal
year ended August 31, 1995, the Funds paid BISYS Fund Services Ohio, Inc.
$74,920 for the U.S. Treasury Fund, $81,737 for the Cash Management Fund,
$38,030 for the Bond Fund, $49,535 for the
B-36
<PAGE> 79
Intermediate Bond Fund, $43,976 for the Equity Fund, $30,706 for the
Intermediate Tax-Free Bond Fund, and $46,075 for the Aggressive Growth Fund. For
the period from commencement of operations October 19, 1994, to August 31, 1995,
the Funds paid BISYS Fund Services Ohio, Inc. $17,725 for the Short-Term Income
Fund, and for the period from commencement of operations, June 1, 1995, to
August 31, 1995, the Funds paid BISYS Fund Services Ohio, Inc. $2,756 for the
Balanced Fund.
For transfer agency and Fund accounting services during the fiscal
year ended August 31, 1994, the Funds paid BISYS Fund Services Ohio, Inc.
$56,358 for the U.S. Treasury Fund, $64,974 for the Cash Management Fund,
$44,139 for the Bond Fund, $50,394 for the Intermediate Bond Fund, $44,158 for
the Equity Fund, $29,487 which reflects a waiver of $42,000 for the Intermediate
Tax-Free Bond Fund, and $49,740 for the Aggressive Growth Fund. The Short-Term
Income Fund and the Balanced Fund were not in operation during the fiscal year
ended August 31, 1994.
AUDITORS
- --------
The financial statements of the Funds as of August 31, 1996
appearing in this Statement of Additional Information have been audited by KPMG
Peat Marwick LLP, independent public accountants, as set forth in their report
appearing elsewhere herein, and is included in reliance upon such report and on
the authority of such firm as experts in auditing and accounting.
LEGAL COUNSEL
- -------------
Ropes & Gray, Suite 800 East, One Franklin Square, 1301 K Street,
N.W., Washington, D.C. 20005 are counsel to the Funds.
ADDITIONAL INFORMATION
DESCRIPTION OF SHARES
- ---------------------
The Funds are separate series of a single Massachusetts business
trust which was organized on October 1, 1987 and began active operations in
August of 1990. The Funds' Declaration of Trust was filed with the Secretary of
State of the Commonwealth of Massachusetts on October 2, 1987 and authorizes the
Board of Trustees to issue an unlimited number of Shares, which are units of
beneficial interest, with par value of $0.00001. The Funds currently comprise
ten series of Shares which represent interests in the U.S. Treasury Fund, the
Cash Management Fund, the Bond Fund, the Intermediate Bond Fund, the
Intermediate Tax-Free Bond Fund, the Equity Fund, the Aggressive Growth Fund,
the Short-Term Income Fund, the Balanced Fund and the Growth Equity Fund. The
Funds' Declaration of Trust authorizes the Board of Trustees to divide or
redivide any unissued Shares of the Funds into one or more additional series by
setting or changing in any one or more respects their respective preferences,
B-37
<PAGE> 80
conversion or other rights, voting power, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption.
Shares have no subscription or preemptive rights and only such
conversion or exchange rights as the Board may grant in its discretion. When
issued for payment as described in the Prospectuses and this Statement of
Additional Information, the Funds' Shares will be fully paid and non-assessable.
In the event of a liquidation or dissolution of the Funds, Shares of a Fund are
entitled to receive the assets available for distribution belonging to the Fund,
and a proportionate distribution, based upon the relative asset values of the
respective Funds, of any general assets not belonging to any particular Fund
which are available for distribution.
Rule 18f-2 under the 1940 Act provides that any matter required to
be submitted to the holders of the outstanding voting securities of an
investment company such as the Funds shall not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the
outstanding Shares of each Fund affected by the matter. For purposes of
determining whether the approval of a majority of the outstanding Shares of a
Fund will be required in connection with a matter, a Fund will be deemed to be
affected by a matter unless it is clear that the interests of each Fund in the
matter are identical (in which case the Shareholders of the Funds will vote in
the aggregate), or that the matter does not affect any interest of the Fund (in
which case no vote by the Shareholders of the Fund in question will be
required). Under Rule 18f-2, the approval of an investment advisory agreement or
any change in investment policy would be effectively acted upon with respect to
a Fund only if approved by a majority of the outstanding Shares of such Fund.
However, Rule 18f-2 also provides that the ratification of independent public
accountants, the approval of principal underwriting contracts, and the election
of Trustees may be effectively acted upon by Shareholders of the Funds voting
without regard to series.
SHAREHOLDER AND TRUSTEE LIABILITY
- ---------------------------------
Under Massachusetts law, holders of units of beneficial interest in
a business trust may, under certain circumstances, be held personally liable as
partners for the obligations of the trust. However, the Funds' Declaration of
Trust provides that Shareholders shall not be subject to any personal liability
for the obligations of the Funds, and that every written agreement, obligation,
instrument, or undertaking made by the Funds shall contain a provision to the
effect that the Shareholders are not personally liable thereunder. The
Declaration of Trust provides for indemnification out of the trust property of
any Shareholder held personally liable solely by reason of his being or having
been a Shareholder. The Declaration of Trust also provides that the Funds shall,
upon request, assume the defense of any claim made against any Shareholder for
any act or obligation of the Funds, and shall satisfy any judgment thereon.
Thus, the risk of a Shareholder incurring financial loss on account of
Shareholder liability is limited to circumstances in which the Funds themselves
would be unable to meet their obligations.
The Declaration of Trust states further that no Trustee, officer, or
agent of the Funds shall be personally liable in connection with the
administration or preservation of the assets of the trust
B-38
<PAGE> 81
or the conduct of the Funds' business; nor shall any Trustee, officer, or agent
be personally liable to any person for any action or failure to act except for
his own bad faith, willful misfeasance, gross negligence, or reckless disregard
of his duties. The Declaration of Trust also provides that all persons having
any claim against the Trustees or the Funds shall look solely to the assets of
the trust for payment.
CALCULATION OF PERFORMANCE DATA
- -------------------------------
Based on the seven-day period ended August 31, 1996 (the "base
period"), the yield of the Cash Management Fund was 4.92% and the Fund's
effective yield was 5.04%. Based on the same base period, the yield of the U.S.
Treasury Fund was 4.55% and the Fund's effective yield was 4.66%. Each Money
Market Fund's seven-day yield is computed by determining the percentage net
change, excluding capital changes, in the value of an investment in one share of
the Fund over the base period, and multiplying the net change by 365/7 (or
approximately 52 weeks). Each Money Market Fund's effective yield represents a
compounding of the yield by adding 1 to the number representing the percentage
change in value of the investment during the base period, raising that sum to a
power equal to 365/7, and subtracting 1 from the result.
Based on the thirty-day period ended August 31, 1996 ("30-day base
period"), the 30-day yields of the Bond Investment Funds were as follows: the
Bond Fund, 6.29% (without load) and 6.04% (with load); the Intermediate Bond
Fund, 5.84% (without load) and 5.66% (with load); and the Intermediate Tax-Free
Bond Fund, 4.36% (without load) and 4.23% (with load); the Short-Term Income
Fund, 5.97% (without load) and 5.85% (with load). The 30-day yield of each Bond
Investment Fund is calculated by dividing the net investment income per-share
earned during the 30-day base period by the maximum offering price per share on
the last day of the period, according to the following formula:
30-Day Yield = 2[( a-b +1)6-1]
---
cd
In the above formula, "a" represents dividends and interest earned
during the 30-day base period; "b" represents expenses accrued for the 30-day
base period (net of reimbursements); "c" represents the average daily number of
shares outstanding during the 30-day base period that were entitled to receive
dividends; and "d" represents the maximum offering price per share on the last
day of the 30-day base period.
The tax equivalent yield for the Intermediate Tax-Free Bond Fund is
computed by dividing that portion of the Intermediate Tax Free Bond Fund's yield
which is tax-exempt by one minus a stated income tax rate and adding the product
to that portion, if any, of the yield of the Fund that is not tax-exempt. The
tax-equivalent yield for the Intermediate Tax-Free Bond Fund will generally be
computed based on an assumed effective Federal income tax rate of 39.6%.
B-39
<PAGE> 82
The average annual total returns for the one-year period ended
August 31, 1996 for the Bond Investment Funds, assuming the imposition of a
sales load, were as follows: the Bond Fund, (1.30%); the Intermediate Bond Fund,
0.29%; the Intermediate Tax-Free Bond Fund, 0.58%; and the Short-Term Income
Fund, 2.58%. The average annual total returns for the one-year period ended
August 31, 1996 for the Equity Investment Funds, assuming the imposition of a
sales load, were as follows: the Equity Fund, 13.82%; the Aggressive Growth
Fund, (2.30)%; and the Balanced Fund, 6.46%.
The average annual total return of each Bond Investment and Equity
Investment Fund is determined by calculating the change in the value of a
hypothetical $1,000 investment in the Fund for each of the periods shown.
Average annual total return for each Fund was computed by determining the
average annual compounded rate of return over the applicable period that would
equate the initial amount invested to the ending redeemable value of the
investment. The ending redeemable value includes dividends and capital gain
distributions reinvested at net asset value. The resulting percentages indicated
the positive or negative investment results that an investor would have
experienced from changes in Share price and reinvestment of dividends and
capital gains distributions. The total return data above are calculated assuming
the imposition of the maximum sales charge for each respective Fund.
For Shareholders who are not subject to a sales charge, the average
annual total returns for the one-year period ended August 31, 1996 were as
follows: the Equity Fund 18.53%, the Aggressive Growth 1.77%, the Bond Fund
2.84%, the Intermediate Bond Fund 3.41%, the Intermediate Tax-Free Bond Fund
3.68%, the Short-Term Income Fund 4.64%, and the Balanced Fund 10.87%.
The average annual total returns for the five-year period ended
August 31, 1996 were: 6.57% (without sales charge) and 5.71% (as adjusted for
maximum sales charge) for the Bond Fund 6.01% (without sales charge) and 5.37%
(as adjusted for maximum sales charge) for the Intermediate Bond Fund; and
10.43% (without sales charge) and 9.52% (as adjusted for maximum sales charge)
for the Equity Fund.
The average annual total returns for the following Funds are: Bond
Fund from commencement of operations (9/28/90) to August 31, 1996, 7.73%
(without sales charge) and 6.98% (as adjusted for maximum sales charge);
Intermediate Bond Fund from commencement of operations (09/28/90) to August 31,
1996, 6.97% (without sales charge) and 6.42% (as adjusted for maximum sales
charge); and Equity Fund from commencement of operations (09/28/90) until August
31, 1996, 12.82% (without sales charge) and 12.04% (as adjusted for maximum
sales charge).
The average annual total returns for the following Funds are:
Aggressive Growth Fund from commencement of operations (02/03/92) until August
31, 1996, 11.78% (without sales charge) and 10.78% (as adjusted for maximum
sales charge); Short-Term Income Fund from commencement of operations (October
19, 1994) to August 31, 1996 was 5.06% (without sales
B-40
<PAGE> 83
charge) and 3.95% (as adjusted for maximum sales charge); Balanced Fund from
commencement of operations (June 1, 1995) to August 31, 1996 was 14.56% (without
sales charge) and 10.87% (as adjusted for maximum sales charge); and
Intermediate Tax-Free Bond Fund from commencement of operations (05/29/92) to
August 31, 1996, 6.47% (without sales charge) and 5.71% (as adjusted for maximum
sales charge)
Performance will fluctuate from time to time and is not necessarily
representative of future results. Accordingly, a Fund's performance may not
provide for comparison with bank deposits or other investments that pay a fixed
return for a stated period of time. Performance is a function of a Fund's
quality, composition, and maturity, as well as expenses allocated to the Fund.
Fees imposed upon Customer accounts by Participating Organizations will reduce a
Fund's effective yield to customers.
PERFORMANCE COMPARISONS
- -----------------------
Investors may judge the performance of the Funds by comparing their
performance to the performance of other mutual funds or mutual fund portfolios
with comparable investment objectives and policies through various mutual fund
or market indices such as the Morgan Stanley Capital International EAFE Index
and those prepared by Dow Jones & Co., Inc., Standard & Poor's Corporation,
Shearson Lehman Brothers, Inc. and The Russell 2000 Index and to data prepared
by Lipper Analytical Services, Inc., a widely recognized independent service
which monitors the performance of mutual funds, Morningstar, Inc. and the
Consumer Price Index. Comparisons may also be made to indices or data published
in Donoghue's MONEY FUND REPORT of Holliston, Massachusetts 01746, a nationally
recognized money market fund reporting service, Money Magazine, Forbes, Fortune,
Ibbotson Associates, Inc., CDA/Wiesenberger, American Banker, Institutional
Investor, Barron's, The Wall Street Journal, The Bond Buyer's Weekly 20-Bond
Index, The Bond Buyer's Index, The Bond Buyer, The New York Times, Business
Week, Pensions and Investments, U.S.A. Today and local newspapers. In addition
to performance information, general information about these Funds that appears
in a publication such as those mentioned above may be included in advertisements
and in reports to Shareholders.
From time to time, the Funds may include the following types of
information in advertisements, supplemental sales literature and reports to
Shareholders: (1) discussions of general economic or financial principles (such
as the effects of inflation, the power of compounding and the benefits of
dollar-cost averaging); (2) discussions of general economic trends; (3)
presentations of statistical data to supplement such discussions; (4)
descriptions of past or anticipated portfolio holdings for one or more of the
Funds within the Trust; (5) descriptions of investment strategies for one or
more of such Funds; (6) descriptions or comparisons of various savings and
investment products (including but not limited to insured bank products,
annuities, qualified retirement plans and individual stocks and bonds) which may
or may not include the Funds; (7) comparisons of investment products (including
the Funds) with relevant market or industry indices or other appropriate
benchmarks; (8) discussions of fund
B-41
<PAGE> 84
rankings or ratings by recognized rating organizations; and (9) testimonials
describing the experience of persons that have invested in one or more of the
Funds. In addition, with respect to the Intermediate Tax-Free Bond Fund, the
benefits of Tax-Free investments may be communicated to shareholders. For
example, the Intermediate Tax-Free Bond Fund may present information on the
yield that a taxable investment must earn at various income brackets to produce
after-tax yields equivalent to those of the tax-exempt investments.
The Funds may also include calculations, such as hypothetical
compounding examples, which describe hypothetical investment results in such
communications. Such performance examples will be based on an express set of
assumptions and are not indicative of the performance of any of the Funds.
Morningstar, Inc., Chicago, Illinois, rates mutual funds on a one-
to five-star rating scale with five stars representing the highest rating. Such
ratings are based upon a fund's historical risk/reward ratio as determined by
Morningstar relative to other funds in that fund's class. Funds are divided into
classes based upon their respective investment objectives. The one-to five-star
ratings represent the following ratings by Morningstar, respectively: Lowest,
Below Average, Neutral, Above Average and Highest.
Current yields or performance will fluctuate from time to time and
are not necessarily representative of future results. Accordingly, a Fund's
yield or performance may not provide for comparison with bank deposits or other
investments that pay a fixed return for a stated period of time. Yield and
performance are functions of a Fund's quality, composition, and maturity, as
well as expenses allocated to the Fund.
Fees imposed on its affiliated or correspondent banks for cash management
services will reduce a Fund's effective yield to Customers.
MISCELLANEOUS
- -------------
The Funds are not required to hold a meeting of Shareholders for the
purpose of electing Trustees except that (i) the Funds are required to hold a
Shareholders' meeting for the election of Trustees at such time as less than a
majority of the Trustees holding office have been elected by Shareholders and
(ii) if, as a result of a vacancy on the Board of Trustees, less than two-thirds
of the Trustees holding office have been elected by the Shareholders, that
vacancy may only be filled by a vote of the Shareholders. In addition, Trustees
may be removed from office by a written consent signed by the holders of Shares
representing two-thirds of the outstanding Shares of the Funds at a meeting duly
called for the purpose, which meeting shall be held upon the written request of
the holders of Shares representing not less than 10% of the outstanding Shares
of the Funds. Upon written request by the holders of Shares representing 1% of
the outstanding Shares of the Funds stating that such Shareholders wish to
communicate with the other Shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to consider removal of a Trustee, the
Funds will provide a list of Shareholders or disseminate
B-42
<PAGE> 85
appropriate materials (at the expense of the requesting Shareholders). Except as
set forth above, the Trustees may continue to hold office and may appoint
successor Trustees.
The Funds are registered with the Securities and Exchange Commission
as a management investment company. Such registration does not involve
supervision by the Commission of the management or policies of the Funds.
The Prospectuses and this Statement of Additional Information omit
certain of the information contained in the Registration Statement filed with
the Securities and Exchange Commission. Copies of such information may be
obtained from the Commission upon payment of the prescribed fee.
The Prospectuses and this Statement of Additional Information are
not an offering of the securities herein described in any state in which such
offering may not lawfully be made. No salesman, dealer, or other person is
authorized to give any information or make any representation other than those
contained in the Prospectus and Statement of Additional Information.
As of June 12, 1997, the trustees and officers of the Funds, as a
group, owned less than one percent of the Shares of each of the Funds.
The Funds believe that as of June 12, 1997, Bank of Oklahoma, N.A.
(Bank of Oklahoma Tower, One Williams Center, Tulsa, Oklahoma 74103) and its
bank affiliates were the Shareholder of record of 99.15% of the U.S. Treasury
Fund's Shares, 99.81% of the Cash Management Fund's Shares, 99.53% of the Equity
Fund's Shares, 96.38% of the Aggressive Growth Fund's Shares, 99.49% of the
Balanced Fund's Shares, 97.15% of the Bond Fund's Shares, 96.6% of the
Intermediate Bond Fund's Shares, 98.93% of the Short-Term Income Fund's Shares,
and 81.12% of the Intermediate Tax-Free Bond Fund's Shares. The Funds believe
that as of the same date, Bank of Oklahoma, N.A. and its bank affiliates
possessed, on behalf of its underlying accounts, voting and investment power
with respect to 65.87% of the U.S. Treasury Fund's Shares, 58.58% of the Cash
Management Fund's Shares, 80.94% of the Equity Fund's Shares, 73.81% of the
Aggressive Growth Fund's Shares, 67.31% of the Balanced Fund's Shares, 84.39% of
the Bond Fund's Shares, 82.80% of the Intermediate Bond Fund's Shares, 98.14% of
the Short-Term Income Fund's Shares, and 67.85% of the Intermediate Tax-Free
Bond Fund's Shares, and, as a consequence, Bank of Oklahoma, N.A. and its bank
affiliates may be deemed to be a controlling person of each Fund under the 1940
Act.
The following table indicates each additional person known by the
Funds to own beneficially five percent (5%) or more of the Shares of the Funds
as of June 12, 1997:
B-43
<PAGE> 86
Cash Management Fund
--------------------
Amount of Beneficial Percent
Name and Address Ownership (Shares) of Fund(%)
---------------- ------------------ ----------
Williams Master Trust 16,615,261.24 5.04%
Bank of Oklahoma Trustee
One Williams Center
Tulsa, Oklahoma 74192
Mayer, Brown & Platt 18,474,759.39 5.60%
Savings Plan
Bank of Oklahoma Trustee
One Williams Center
Tulsa, Oklahoma 74192
B-44
<PAGE> 87
U.S. Treasury Fund
------------------
Amount of Beneficial Percent
Name and Address Ownership (Shares) of Fund(%)
---------------- ------------------ ----------
Oneok Inc. Employees Thrift 17,532,547.38 6.57%
Plan
Bank of Oklahoma Trustee
One Williams Center
Tulsa, Oklahoma 74192
TIA Hillcrest Project Fund 14,718,083.61 5.52%
Bank of Oklahoma Trustee
One Williams Center
Tulsa, Oklahoma 74192
Lawton Water Authority 18,670,033.08 7.00%
Authorization Project Account
Bank of Oklahoma Trustee
One Williams Center
Tulsa, Oklahoma 74192
B-45
<PAGE> 88
FINANCIAL STATEMENTS
The Independent Auditors' Report for the American Performance Funds for
the year ended August 31, 1996 and Financial Statements for the American
Performance Funds for the period ended August 31, 1996 are all incorporated by
reference to the Annual Report of the American Performance Funds, dated as of
August 31, 1996, which has been previously sent to shareholders of each Fund
pursuant to the 1940 Act and previously filed with the Securities and Exchange
Commission. A copy of the Annual Report may be obtained without charge by
contacting the Distributor, BISYS Fund Services at 3435 Stelzer Road, Columbus,
Ohio 43219 or by telephoning toll-free at 1-800-762-7085.
B-48
<PAGE> 89
APPENDIX
The nationally recognized statistical rating organizations
(individually, an "NRSRO") that may be utilized by the Funds with regard to
portfolio investments for the Funds include Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Corporation ("S&P"), Duff & Phelps, Inc.
("Duff"), Fitch Investors Service, Inc. ("Fitch"), IBCA Limited and its
affiliate, IBCA Inc. (collectively, "IBCA"), and Thomson BankWatch, Inc.
("Thomson"). Set forth below is a description of the relevant ratings of each
such NRSRO. The NRSROs that may be utilized by the Funds and the description of
each NRSRO's ratings is as of the date of this Statement of Additional
Information, and may subsequently change.
LONG-TERM DEBT RATINGS (may be assigned, for example, to corporate and municipal
bonds)
Description of the five highest long-term debt ratings by Moody's (Moody's
applies numerical modifiers (1, 2, and 3) in each rating category to indicate
the security's ranking within the category):
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 edged." 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 risk 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 some time 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.
B-49
<PAGE> 90
Ba Bonds which are rated Ba are judged to have speculative elements
-- their future cannot be considered as well assured. Often the
protection of interest and = principal payments may be very
moderate and thereby not well safeguarded during both good and
bad times in the future. Uncertainty of position characterizes
bonds in this class.
Description of the five highest long-term debt ratings by S&P (S&P may apply a
plus (+) or minus (-) to a particular rating classification to show relative
standing within that classification):
AAA Debt rated AAA has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.
AA Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in
small degree.
A Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.
BBB Debt rated 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.
BB BB debt is regarded as having predominately speculative
characteristics with respect to capacity to pay interest and
repay principal. BB indicates the least degree of speculation.
While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or
major exposure to adverse conditions.
Description of the three highest long-term debt ratings by Duff:
AAA Highest credit quality. The risk factors are negligible being
only slightly more than for risk-free U.S. Treasury debt.
AA+ High credit quality Protection factors are strong.
AA Risk is modest but may vary slightly from time to
AA- time because of economic conditions.
A+ Protection factors are average but adequate. However,
A risk factors are more variable and greater in periods
A- of economic stress.
B-50
<PAGE> 91
Description of the three highest long-term debt ratings by Fitch (plus or minus
signs are used with a rating symbol to indicate the relative position of the
credit within the rating category):
AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.
AA Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as
strong as bonds rated "AAA." Because bonds rated in the
"AAA" and "AA" categories are not significantly vulnerable
to foreseeable future developments, short-term debt of
these issues is generally rated "F-1+."
A Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
IBCA's description of its three highest long-term debt ratings:
AAA Obligations for which there is the lowest expectation of
investment risk. Capacity for timely repayment of
principal and interest is substantial such that adverse
changes in business, economic or financial conditions are
unlikely to increase investment risk significantly.
AA Obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of
principal and interest is substantial. Adverse changes in
business, economic, or financial conditions may increase
investment risk albeit not very significantly.
A Obligations for which there is a low expectation of
investment risk. Capacity for timely repayment of
principal and interest is strong, although adverse changes
in business, economic or financial conditions may lead to
increased investment risk.
SHORT-TERM DEBT RATINGS (may be assigned, for example, to commercial paper,
master demand notes, bank instruments, and letters of credit)
Moody's description of its three highest short-term debt ratings:
Prime-1 Issuers rated Prime-1 (or supporting institutions) have a
superior capacity for repayment of senior short-term
promissory obligations. Prime-1
B-51
<PAGE> 92
repayment capacity will normally be evidenced by many of
the following characteristics:
-Leading market positions in well-established
industries.
-High rates of return on funds employed.
-Conservative capitalization structures with
moderate reliance on debt and ample asset
protection.
-Broad margins in earnings coverage of fixed
financial charges and high internal cash
generation.
-Well-established access to a range of
financial markets and assured sources of
alternate liquidity.
Prime-2 Issuers rated Prime-2 (or supporting institutions) have a
strong capacity for repayment of senior short-term debt
obligations. This will normally be evidenced by many of
the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be
more subject to variation. Capitalization characteristics,
while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
Prime-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and
market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the
level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate
liquidity is maintained.
S&P's description of its three highest short-term debt ratings:
A-1 This designation indicates that the degree of safety
regarding timely payment is strong. Those issues
determined to have extremely strong safety characteristics
are denoted with a plus sign (+).
A-2 Capacity for timely payment on issues with this
designation is satisfactory. However, the relative degree
of safety is not as high as for issues designated "A-1."
B-52
<PAGE> 93
A-3 Issues carrying this designation have adequate capacity
for timely payment. They are, however, more vulnerable to
the adverse effects of changes in circumstances than
obligations carrying the higher designations.
Duff's description of its three highest short-term debt ratings (Duff
incorporates gradations of "1+" (one plus) and "1-" (one minus) to assist
investors in recognizing quality differences within the highest rating
category):
D-1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety
is just below risk-free U.S. Treasury short-term
obligations.
D-1 Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection
factors. Risk factors are minor.
D-1- High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection
factors. Risk factors are very small.
D-2 Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.
D-3 Satisfactory liquidity and other protection factors
qualify issue as to investment grade. Risk factors are
larger and subject to more variation. Nevertheless, timely
payment is expected.
Fitch's description of its three highest short-term debt ratings:
F-1+ Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of
assurance for timely payment.
F-1 Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less
in degree than issues rated F-1+.
F-2 Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but
the margin of safety is not as great as for issues
assigned F-1+ or F-1 ratings.
F-3 Fair Credit Quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance
for timely payment is adequate, however, near-term adverse
changes could cause these securities to be rated below
investment grade.
B-53
<PAGE> 94
IBCA's description of its three highest short-term debt ratings:
A1 Obligations supported by the highest capacity for timely
repayment. Where issues possess a particularly strong
credit feature, a rating of A1+ is assigned.
A2 Obligations supported by a good capacity for timely
repayment.
A3 Obligations supported by a satisfactory capacity for
timely payment.
Short-Term Loan/Municipal Note Ratings
- --------------------------------------
Moody's description of its two highest short-term loan/municipal note ratings:
MIG-1/VMIG-1 This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support
or demonstrated broad-based access to the market for
refinancing.
MIG-2/VMIG-2 This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.
S&P's description of its two highest municipal note ratings:
SP-1 Strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with
some vulnerability to adverse financial and economic
changes over the term of the notes.
Short-Term Debt Ratings
- -----------------------
Thomson BankWatch, Inc. ("TBW") ratings are based upon a qualitative and
quantitative analysis of all segments of the organization including, where
applicable, holding company and operating subsidiaries.
BankWatch(TM) Ratings do not constitute a recommendation to buy or sell
securities of any of these companies. Further, BankWatch does not suggest
specific investment criteria for individual clients.
The TBW Short-Term Ratings apply to commercial paper, other senior short-term
obligations and deposit obligations of the entities to which the rating has been
assigned.
B-54
<PAGE> 95
The TBW Short-Term Ratings apply only to unsecured instruments that have a
maturity of one year or less.
The TBW Short-Term Ratings specifically assess the likelihood of an untimely
payment of principal or interest.
TBW-1 The highest category; indicates a very high degree of
likelihood that principal and interest will be paid on a
timely basis.
TBW-2 The second highest category; while the degree of safety
regarding timely repayment of principal and interest is
strong, the relative degree of safety is not as high as
for issues rated "TBW-1".
TBW-3 The lowest investment grade category; indicates that while
more susceptible to adverse developments (both internal
and external) than obligations with higher ratings,
capacity to service principal and interest in a timely
fashion is considered adequate.
TBW-4 The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.
B-55
<PAGE> 96
REGISTRATION STATEMENT
OF
AMERICAN PERFORMANCE FUNDS
ON
FORM N-lA
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
Included in Part A:
-- The "Financial Highlights" have been incorporated by
reference to Part A of Post-Effective Amendment No. 14
to the Registrant's Registration Statement on Form N-1A,
filed with the Securities and Exchange Commission on
December 12, 1996.
Included in Part B:
The following financial statements have been incorporated by
reference into the Statement of Additional Information by reference
to American Performance Funds' Annual Report to Shareholders, dated
August 31, 1996.
-- Independent Auditors' Report dated October 18, 1996.
-- Statements of Assets and Liabilities as of August 31, 1996
(audited).
-- Statements of Operations for the fiscal year ended August
31, 1996 (audited).
-- Statements of Changes in Net Assets for the periods or
years ended August 31, 1995 and 1996 (audited).
-- Schedules of Portfolio Investments dated August 31, 1996
(audited).
-- Notes to Financial Statements dated August 31, 1996
(audited).
-- Financial Highlights for each of the periods or years
ended August 31, 1992, August 31, 1993, August 31, 1994,
August 31, 1995 and August 31, 1996 (audited).
(b) Exhibits:
(1) Agreement and Declaration of Trust dated October 1, 1987,
as amended and restated on August 20, 1990 is incorporated
by reference to
<PAGE> 97
Exhibit 1 to Post-Effective Amendment No. 1 to the Funds'
Registration Statement (filed October 31, 1990).
(2)(a) Bylaws as approved and adopted by Registrant's Board of
Trustees is incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 1 to the Funds' Registration
Statement (filed October 31, 1990).
(2)(b) Certified Resolution of the Registrant's Board of Trustees
amending the Registrant's Bylaws as adopted by a unanimous
vote at a meeting of the Board of Trustees on October 25,
1991 is incorporated by reference to Exhibit 2(b) to
Post-Effective Amendment No. 3 to the Funds' Registration
Statement (filed November 26, 1991).
(3) None.
(4)(a) Article III, Section 4 and 5, Article V, Article VIII,
Section 4, and Article IX, Sections 1, 4, 5 and 7 of the
Agreement and Declaration of Trust dated October 1, 1987,
as amended and restated on August 20, 1990 is incorporated
by reference to Exhibit 1 to Post-Effective Amendment No.
1 to the Funds' Registration Statement (filed October 31,
1990).
(4)(b) Article 9, Article 10, Section 6 and Article 11 of the
Bylaws as approved and adopted by Registrant's Board of
Trustees is incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 1 to the Funds' Registration
Statement (filed October 31, 1990).
(4)(c) Certified Resolution of the Registrant's Board of Trustees
amending the Registrant's Bylaws as adopted by a unanimous
vote at a meeting of the Board of Trustees on October 25,
1991 is incorporated by reference to Exhibit 2(b) to
Post-Effective Amendment No. 3 to the Funds' Registration
Statement (filed November 26, 1991).
(5)(a) Investment Advisory Agreement between Registrant and Bank
of Oklahoma, N.A. (formerly, BancOklahoma Trust Company)
dated October 1, 1994 is incorporated by reference to
Exhibit (5)(a) to Post-Effective Amendment No. 11 to the
Funds' Registration Statement (filed February 13, 1995).
C-2
<PAGE> 98
(5)(b) Sub-Investment Advisory Agreement between Bank of
Oklahoma, N.A. and AMR Investment Services, Inc. dated
June 16, 1997 is filed herewith.
(5)(c) Amended Schedule A to the Investment Advisory Agreement
between Registrant and Bank of Oklahoma, N.A. (formerly,
BancOklahoma Trust Company) dated October 1, 1994 is
incorporated by reference to Exhibit 5(c) to
Post-Effective Amendment No. 13 to the Funds' Registration
Statement (filed October 31, 1995).
(5)(d) Form of Amended Schedule A to the Investment Advisory
Agreement between Registrant and Bank of Oklahoma, N.A.
(formerly BancOklahoma Trust Company) dated October 1,
1994 is filed herewith.
(6)(a) Distribution Agreement between Registrant and BISYS Fund
Services, LP (formerly, The Winsbury Company Limited
Partnership) is incorporated by reference to Exhibit 6(a)
to Post-Effective Amendment No. 6 to the Funds'
Registration Statement (filed December 7, 1993).
(6)(b) Amended Schedules A and B to Distribution Agreement
between Registrant and BISYS Fund Services, LP (formerly,
The Winsbury Company Limited Partnership) dated October 1,
1993 are incorporated by reference to Exhibit 6(b) to
Post-Effective Amendment No. 13 to the Funds' Registration
Statement (filed October 31, 1995).
(6)(c) Form of Amended Schedules A and B to Distribution
Agreement between Registrant and BISYS Fund Services, LP
(formerly, The Winsbury Company Limited Partnership) dated
October 1, 1993 are filed herewith.
(7) None.
(8)(a) Custodian Agreement between Registrant and Bank of
Oklahoma, N.A. is incorporated by reference to Exhibit
8(a) to Post-Effective Amendment No. 1 to the Funds'
Registration Statement (filed October 31, 1990).
(8)(b) Amended Schedule A to Custodian Agreement between
Registrant and Bank of Oklahoma, N.A. dated September 5,
1990 is incorporated by
C-3
<PAGE> 99
reference to Exhibit 8(b) to Post-Effective Amendment No.
13 to the Funds' Registration Statement (filed October 31,
1995).
(8)(c) Form of Amended Schedule A to Custodian Agreement between
Registrant and Bank of Oklahoma, N.A. is filed herewith.
(9)(a) Management and Administration Agreement between Registrant
and BISYS Fund Services, LP (formerly The Winsbury Company
Limited Partnership) dated September 5, 1990, as amended
and restated on May 12, 1995, is incorporated by reference
to Exhibit 9(a) to Post-Effective Amendment No. 13 to the
Funds' Registration Statement (filed October 31, 1995).
(9)(b) Form of Schedule A to the Management and Administration
Agreement between Registrant and BISYS Fund Services, LP
(formerly The Winsbury Company Limited Partnership) dated
September 5, 1990, as amended and restated on May 12, 1995
is filed herewith.
(9)(c) Transfer Agency and Shareholder Service Agreement between
Registrant and BISYS Fund Services Ohio, Inc. (formerly,
The Winsbury Service Corporation) is incorporated by
reference to Exhibit 9(b) to Post-Effective Amendment No.
1 to the Funds' Registration Statement (filed October 31,
1990).
(9)(d) Fund Accounting Agreement between Registrant and BISYS
Fund Services Ohio, Inc. (formerly, The Winsbury Service
Corporation) dated September 5, 1990, as amended and
restated May 12, 1995, is filed herewith.
(9)(e) Amended Schedule A to Transfer Agency and Shareholder
Service Agreement between Registrant and BISYS Fund
Services Ohio, Inc. (formerly, The Winsbury Service
Corporation) dated September 5, 1990 is incorporated by
reference to Exhibit 9(d) to Post-Effective Amendment No.
13 to the Funds' Registration Statement (filed October 31,
1995).
C-4
<PAGE> 100
(9)(f) Sub-Administration Agreement between BISYS Fund Services,
LP (formerly The Winsbury Company Limited Partnership) and
Bank of Oklahoma, N.A. (formerly, BancOklahoma Trust
Company) dated May 12, 1995 is incorporated by reference
to Exhibit 9(g) to Post-Effective Amendment No. 13 to the
Funds' Registration Statement (filed October 31, 1995).
(9)(g) Form of Amended Schedule A to Transfer Agency and
Shareholder Service Agreement between Registrant and BISYS
Fund Services Ohio, Inc. (formerly, The Winsbury Service
Corporation) dated September 5, 1990 is filed herewith.
(9)(h) Form of Amended Schedule A to Fund Accounting Agreement
between Registrant and BISYS Fund Services Ohio, Inc.
(formerly, The Winsbury Service Corporation) dated
September 5, 1990, as amended and restated May 12, 1995 is
filed herewith.
(9)(i) Form of Schedule A to Sub-Administration Agreement between
BISYS Fund Services, LP (formerly, The Winsbury Company
Limited Partnership) and Bank of Oklahoma, N.A. (formerly,
BancOklahoma Trust Company) dated May 12, 1995 is filed
herewith.
(10) Opinion of Ropes & Gray is filed herewith.
(11)(a) Consent of KPMG Peat Marwick LLP is filed herewith.
(11)(b) Consent of Ropes & Gray is filed herewith.
(12) None.
(13) Purchase Agreement dated August 3, 1990 between Registrant
and Winsbury Associates is incorporated by reference to
Exhibit 13 to Post-Effective Amendment No. 1 to the
Funds' Registration Statement (filed October 31, 1990).
(14) None.
C-5
<PAGE> 101
(15)(a) Amended and Restated Distribution and Shareholder Services
Plan dated October 1, 1993 is incorporated by reference to
Exhibit 15(a) to Post-Effective Amendment No. 7 to the
Funds' Registration Statement (filed December 16, 1993).
(15)(b) Form of Servicing Agreement with Respect to Shareholder
Services to be utilized in connection with Distribution
and Shareholder Services Plan is incorporated by reference
to Exhibit 15(b) to Pre-Effective Amendment No. 1 to the
Funds' Registration Statement (filed August 29, 1990).
(15)(c) Form of Servicing Agreement with Respect to Distribution
Assistance and Shareholder Services to be utilized in
connection with Distribution and Shareholder Services Plan
is incorporated by reference to Exhibit 15(c) to
Pre-Effective Amendment No. 1 to the Funds' Registration
Statement (filed August 29, 1990).
(15)(d) Amended Schedule A to Amended and Restated Distribution
and Shareholder Services Plan dated October 1, 1993 is
incorporated by reference to Exhibit 15(d) to
Post-Effective Amendment No. 13 to the Funds' Registration
Statement (filed October 31, 1995).
(15)(e) Form of Schedule A to Amended and Restated Distribution
and Shareholder Services Plan dated October 1, 1993 is
filed herewith.
(16)(a) Performance Calculations Schedules for every Fund except
the Short-Term Income Fund and the Balanced Fund are
incorporated by reference to Exhibit 16 to Post-Effective
Amendment No. 6 to the Funds' Registration Statement
(filed December 7, 1993).
(16)(b) Performance Calculations Schedules for the Short-Term
Income Fund and the Balanced Fund are incorporated by
reference to Exhibit 16(b) to Post-Effective Amendment No.
13 to the Funds' Registration Statement (filed October 31,
1995).
(17) Financial Data Schedules
(a) U.S. Treasury Fund
(b) Cash Management Fund
(c) Equity Fund
(d) Aggressive Growth Fund
C-6
<PAGE> 102
(e) Balanced Fund
(f) Bond Fund
(g) Intermediate Bond Fund
(h) Intermediate Tax-Free Bond Fund
(i) Short-Term Income Fund
Item 25. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------
There are no persons controlled or under common control with the
Registrant.
Item 26. Number of Holders of Securities
-------------------------------
As of May 31, 1997 the number of record holders of each series of the
Funds were as follows:
Title of Series Number of Record Holders
--------------- ------------------------
U.S. Treasury Fund 10
Cash Management Fund 38
Equity Fund 46
Aggressive Growth Fund 131
Bond Fund 18
Intermediate Bond Fund 64
Intermediate Tax-Free
Bond Fund 114
Short-Term Income Fund 4
Balanced Fund 5
C-7
<PAGE> 103
Item 27. Indemnification
----------------
Article VIII of Registrant's Agreement and Declaration of Trust,
filed or incorporated by reference as Exhibit (1) hereto,
provides for the indemnification of Registrant's trustees and
officers. Indemnification of Registrant's principal underwriter
is provided for in the Agreement between Registrant and that
service provider as filed or incorporated by reference as
Exhibits hereto. As of the effective date of this Registration
Statement, Registrant has obtained from a major insurance
carrier a trustees and officers' liability policy covering
certain types of errors and omissions. In no event will
Registrant indemnify any of its trustees, officers, employees,
or agents against any liability to which such person would
otherwise be subject by reason of his willful misfeasance, bad
faith, or gross negligence in the performance of his duties, or
by reason of his reckless disregard of the duties involved in
the conduct of his office or under his agreement with
Registrant. Registrant will comply with Rule 484 under the
Securities Act of 1933 and Release 11330 under the Investment
Company Act of 1940 in connection with any indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers,
and controlling persons of Registrant pursuant to the foregoing
provisions, or otherwise, 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 Registrant of expenses incurred or paid by a trustee, officer
or controlling person of Registrant 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, 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 of
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.
C-8
<PAGE> 104
Item 28. Business and Other Connections of Investment Adviser and
--------------------------------------------------------
Investment Sub-Adviser
----------------------
Bank of Oklahoma, N.A. ("BOK") serves as Registrant's investment
adviser. AMR Investment Services, Inc. serves as the
sub-investment adviser to the American Performance Cash
Management Fund.
To the knowledge of Registrant, none of the directors or
officers of BOK and AMR Investment Services, Inc. except those
set forth below is or has been, at any time during the past two
calendar years, engaged in any other business, profession,
vocation or employment of a substantial nature. Set forth below
are the names and principal businesses of the directors of BOK
and AMR Investment Services, Inc. who are engaged in any other
business, profession, vocation or employment of a substantial
nature.
Bank of Oklahoma, N.A.
Name and Position With Other
Bank of Oklahoma Substantial Type of
N.A. Occupation Business
-------------------- ----------- --------
W. Wayne Allen Chairman and Chief Executive Oil
Director Officer, Phillips Petroleum
Company, 18 Phillips Building,
Bartlesville, OK 74004
Keith E. Bailey Chairman, President and Chief Oil, Gas and
Director Executive Officer, The Telecommunications
Williams Companies, Inc., P.O.
Box 2400, Tulsa, OK 74102
Glenn A. Cox (Retired President and Chief Oil
Director Operating Officer, Phillips
Petroleum Company), 401 SE
Dewey, Suite 318, Bartlesville,
OK 74003
C-9
<PAGE> 105
Stanley A. Lybarger
Director, President and
Chief Executive Officer None
Ralph S. Cunningham
Director President and Chief Executive
Officer, Citgo Petroleum
Corporation, P.O. Box 3758,
Tulsa, OK 74102-3758 Oil
Nancy J. Davies Community Leader, 2802 Volunteer
Director Meadowlark Lane, Enid, OK
73703
Dr. Robert H. Donaldson (Former President, University of Education
Director Tulsa), 6449 S. Richmond,
Tulsa, OK 74136
James O. Goodwin Chief Executive Officer, The Publishing
Director Oklahoma Eagle Publ. Co., 624
East Archer, Tulsa, OK 74120
D. Joseph Graham Vice President and Chief Oil
Director Financial Officer, Kaiser-
Francis Oil Company, P.O. Box
21468, Tulsa, OK 74121-1468
V. Burns Hargis Attorney, McAfee & Taft, Two Law
Director Leadership Square, 10th Floor,
211 N. Robinson, Oklahoma
City, OK 73102
Eugene A. Harris None
Director and Executive
Vice President
E. Carey Joullian IV President, Mustang Fuel Energy
Director Corporation, 2000 Classen
Blvd., 800E, Oklahoma City,
OK 73106-6036
C-10
<PAGE> 106
George B. Kaiser President and Owner, Kaiser- Oil
Director and Francis Oil Co.
Chairman of the Board
David R. Lopez President, Oklahoma Telecommunications
Director Southwestern Bell Telephone,
800 North Harvey, Oklahoma,
OK 73102
Frank A. McPherson (Retired Chairman and Chief Oil
Director Executive Officer Kerr-McGee
Corporation), The Oil Center,
2601 Northwest Expressway,
Suite 805E, Oklahoma City, OK
73112
J. Larry Nichols Chief Executive Officer and Energy
Director President, Devon Energy
Corporation, 20 North
Broadway, Suite 1500,
Oklahoma City, OK 73102-8260
James W. Pielsticker President, Arrow Trucking Trucking
Director Company, 4230 South Elwood,
P.O. Box 3750, Tulsa, OK 74101
E.C. "Kip" Richards Senior Vice President of Oil
Director Operations, Sooner Pipe and
Supply Corporation,
MidContinent Tower, 10th
Floor, 401 S. Boston, Tulsa, OK
74103
L. Francis Rooney, III Chairman and Chief Executive Construction
Director Officer, Manhattan
Construction Company, 111 W.
5th Street, Suite 1000, Tulsa,
OK 74103-4253
C-11
<PAGE> 107
James A. White None
Director, Executive Vice
President and Chief
Financial Officer
The address of Bank of Oklahoma, N.A. is P.O. Box 2300, Tulsa, Oklahoma 74103.
The address of the BancOklahoma Corporation is One Williams Center, Bank of
Oklahoma Tower, Tulsa, Oklahoma 74103.
AMR Investment Services, Inc.
-----------------------------
<TABLE>
<CAPTION>
Name and Position with Other Substantia Type of Business
AMR Occupation
<S> <C> <C>
Robert L. Crandall Chairman, President and Chief Airline; Travel and
Director and Chairman Executive Officer, AMR Information Technology;
Corporation; Director, Chairman, Oil Service
and Chief Executive Officer,
American Airlines, Inc.; Director,
The Sabre Group, Inc. Mr.
Crandall also serves as an officer
and/or director of various
subsidiaries of AMR Corporation.
Director, Halliburton Company.
Gerard J. Arpey Senior Vice President and Chief Airline; Travel and
Director and Vice Chairman Financial Officer, AMR Information Technology
Corporation; Director, The
Sabre Group, Inc. Mr. Arpey
also serves as an officer and/or
director of various subsidiaries
of AMR Corporation.
</TABLE>
C-12
<PAGE> 108
<TABLE>
<S> <C> <C>
Jeffrey M. Jackson Vice President of Corporate Airline
Vice President and Treasurer Development and Treasurer,
AMR Corporation, (March
1995- Present); Vice
President of Corporate
Development, AMR
Corporation. Mr. Jackson also
serves as an officer and/or
director of various subsidiaries
of AMR Corporation.
Charles D. Marlett Corporate Secretary, AMR Airline; Arts
Secretary Corporation; Corporate
Secretary, American Airlines,
Inc. Mr. Marlett also serves
as an officer and/or director of
various subsidiaries of AMR
Corporation. Director, Dallas
Summer Musicals.
Anne H. McNamara Senior Vice President and Airline; Travel and
Director General Counsel, AMR Information
Corporation; Senior Vice Technology; Energy
President, Administration and
General Counsel, American
Airlines, Inc.; Director, The
Sabre Group, Inc.; Ms.
McNamara also serves as an
officer and/or director of
various subsidiaries of AMR
Corporation. Director, LGE
Energy Corp.
</TABLE>
C-13
<PAGE> 109
William F. Quinn President, AMR Investment Investment Adviser;
President Services, Inc.; Chairman and Credit Union; REIT;
Director, American Airlines Airline
Employees Federal Credit
Union. Mr. Quinn also serves
as an officer and/or director of
various subsidiaries of AMR
Corporation. Trustee and
President, AMR Investment
Services Trust, American
AAdvantage Funds, American
AAdvantage Mileage Funds;
Director, Crescent Real Estate
Equities, Inc.
The address of each director or officer of AMR Investment Services, Inc. is
4333 Amon Carter Boulevard, Ft. Worth, Texas 76155.
Item 29. Principal Underwriter
---------------------
(a) BISYS Fund Services acts as distributor and administrator for
Registrant. BISYS Fund Services also distributes the securities of
the following investment companies: The Riverfront Funds, Inc.,
The Victory Portfolios, AmSouth Mutual Funds, The Parkstone Group
of Funds, The Sessions Group, the MarketWatch Funds, the BB&T
Mutual Funds Group, The Coventry Group, Pacific Capital Funds, The
ARCH Fund, Inc., M.S.D. & T. Funds, Inc., MMA Praxis Mutual Funds,
Summit Investment Trust, Qualivest Funds, the Fountain Square
Funds, HSBC Family of Funds, The Infinity Mutual Funds Inc., The
Kent Funds, the Parkstone Advantage Funds, Pegasus Funds, the
Republic Funds Trust, The Republic Adviser Funds Trust, SBSF Funds
Inc., The Time Horizon Funds, First Choice Funds Trust, InTrust
Funds Trust, Minerva Fund, Inc., Empire Builder Tax Free Bond
Fund, Hirtle Callaghan Trust, Meyers Sheppard Investment Trust,
Sefton Funds and the Emerald Funds.
(b) Partners of BISYS Fund Services as of the date of this Part C are
as follows:
C-14
<PAGE> 110
Positions and Positions and
Name and Principal Offices with Offices with
Business Address BISYS Fund Services Registrant
- ---------------- ------------------- ----------
BISYS Fund Services, Inc. Sole General Partner None
150 Clove Road
Little Falls, NJ 07424
WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, NJ 07424
Each of these corporations is a subsidiary of The BISYS Group, Inc., 150 Clove
Road, Little Falls, NJ 07424.
Item 30. Location of Accounts and Records
--------------------------------
(1) Bank of Oklahoma, N.A. , Bank of Oklahoma Tower, Tulsa, Oklahoma
74103 (records relating to its functions as Investment Adviser).
(2) AMR Investment Services, Inc., P.O. Box 619003, Dallas/Ft. Worth
Airport, Texas 75261- 9003 (records relating to its function as
Sub-Investment Adviser).
(3) BISYS Fund Services, LP, 3435 Stelzer Road, Columbus, Ohio 43219
(records relating to its functions as Administrator and
Distributor).
(4) BISYS Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, OH
43219 (records relating to its functions as Transfer Agent and
Fund Accountant).
(5) Bank of Oklahoma, N.A., Bank of Oklahoma Tower, Tulsa, Oklahoma
74103 (records relating to its functions as Custodian).
(6) Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite 800
East, Washington, D.C. 20005 (Agreement and Declaration of Trust,
Bylaws, and Minute Books).
Item 31. Management Services
-------------------
N/A.
C-15
<PAGE> 111
Item 32. Undertakings
------------
(a) Registrant undertakes to call a meeting of shareholders, at the
request of holders of 10% of the Registrant's outstanding shares,
for the purpose of voting upon the question of removal of a
trustee or trustees and undertakes to assist in communications
with other shareholders as required by Section 16(c) of the
Investment Company Act of 1940.
(b) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual
report to shareholders upon request and without charge.
(c) Registrant undertakes on behalf of the American Performance Growth
Equity Fund to file a post-effective amendment, including
financial statements which need not be certified, within four to
six months from the commencement of operations of the Growth
Equity Fund.
C-16
<PAGE> 112
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Registrant certifies that it has duly caused
this Post-Effective Amendment No. 15 to the Registration Statement of American
Performance Funds to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, as of June 24,
1997.
American Performance Funds
Registrant
*/s/Walter B. Grimm
------------------------------
Walter B. Grimm
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 15 to the Registration Statement has been signed
below by the following persons in the capacity and on the date indicated.
Signature Title Date
- --------- ----- ----
Chairman, President
*/s/Walter B. Grimm and Trustee June 24, 1997
- -------------------
Walter B. Grimm
*/s/Thomas E. Line Treasurer June 24, 1997
- -------------------
Thomas E. Line
*/s/Michael J. Hall Trustee June 24, 1997
- -------------------
Michael J. Hall
*/s/Perry A. Wimpey Trustee June 24, 1997
- -------------------
Perry A. Wimpey
*/s/I. Edgar Hendrix Trustee June 24, 1997
- --------------------
I. Edgar Hendrix
* By: /s/Alan G. Priest
- -----------------------
Alan G. Priest, As
Attorney-in-Fact Pursuant
to Powers of Attorney Filed Herewith.
C-17
<PAGE> 113
POWER OF ATTORNEY
-----------------
Walter B. Grimm, whose signature appears below, does hereby constitute and
appoint Martin E. Lybecker, Alan G. Priest, and Maryellen M. Lundquist, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable the American
Performance Funds (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
amendments (including post-effective amendments) to the Trust's Registration
Statement on Form N-1A pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer of
the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.
Dated: November 12, 1993 /s/ Walter B. Grimm
-------------------- ----------------------------
Walter B. Grimm
<PAGE> 114
POWER OF ATTORNEY
-----------------
Thomas E. Line whose signature appears below, does hereby constitute and
appoint Martin E. Lybecker, Alan G. Priest, and Maryellen M. Lundquist, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable the American
Performance Funds (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
amendments to the Trust's Registration Statement on Form N-1A pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such amendments
filed with the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby ratify
and confirm all that said attorneys and agents, or either of them, shall do or
cause to be done by virtue thereof.
Dated: April 23, 1997 /s/ Thomas E. Line
---------------------------- ------------------
Thomas E. Line
<PAGE> 115
POWER OF ATTORNEY
-----------------
Michael J. Hall, whose signature appears below, does hereby constitute and
appoint Martin E. Lybecker, Alan G. Priest, and Charles B. Mathias, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable the American
Performance Funds (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
amendments (including post-effective amendments) to the Trust's Registration
Statement on Form N-1A pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer of
the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.
Dated: August 7, 1990 /s/ Michael J. Hall
-------------------- -------------------
Michael J. Hall
<PAGE> 116
POWER OF ATTORNEY
-----------------
Perry A. Wimpey, whose signature appears below, does hereby constitute and
appoint Martin E. Lybecker, Alan G. Priest, and Charles B. Mathias, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable the American
Performance Funds (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
amendments (including post-effective amendments) to the Trust's Registration
Statement on Form N-1A pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer of
the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.
Dated: July 25, 1990 /s/ Perry A. Wimpey
---------------------- -----------------------
Perry A. Wimpey
<PAGE> 117
POWER OF ATTORNEY
-----------------
I. Edgar Hendrix, whose signature appears below, does hereby constitute and
appoint Martin E. Lybecker, Alan G. Priest, and Maryellen M. Lundquist, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable the American
Performance Funds (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
amendments (including post-effective amendments) to the Trust's Registration
Statement on Form N-1A pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer of
the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.
Dated: July 25, 1990 /s/ I. Edgar Hendrix
------------------------ ------------------------
I. Edgar Hendrix
<PAGE> 118
EXHIBIT INDEX
Exhibit
No. Description Page No.
--- ----------- --------
(5)(b) Sub-Investment Advisory Agreement.
(5)(d) Form of Amended Schedule A to the Investment Advisory
Agreement.
(6)(c) Form of Amended Schedules A and B to Distribution
Agreement.
(8)(c) Form of Amended Schedule A to Custodian Agreement.
(9)(b) Form of Schedule A to the Management and Administration
Agreement.
(9)(d) Fund Accounting Agreement.
(9)(g) Form of Amended Schedule A to Transfer Agency and
Shareholder Service Agreement.
(9)(h) Form of Amended Schedule A to Fund Accounting Agreement.
(9)(i) Form of Schedule A to Sub-Administration Agreement.
(10) Opinion of Ropes & Gray is filed herewith.
(11)(a) Consent of KPMG Peat Marwick LLP.
(11)(b) Consent of Ropes & Gray.
(15(e) Form of Schedule A to Amended and Restated Distribution
and Shareholder Services Plan.
(27) Financial Data Schedules
(a) U.S. Treasury Fund
(b) Cash Management Fund
(c) Equity Fund
(d) Aggressive Growth Fund
(e) Balanced Fund
(f) Bond Fund
(g) Intermediate Bond Fund
(h) Intermediate Tax-Free Bond Fund
(i) Short Term Income Fund
<PAGE> 1
EXHIBIT 5(b)
SUB-INVESTMENT ADVISORY AGREEMENT
<PAGE> 2
SUB-INVESTMENT ADVISORY AGREEMENT
AMERICAN PERFORMANCE CASH MANAGEMENT FUND
AGREEMENT executed as of June 16, 1997 by and between BANK OF OKLAHOMA,
N.A. ("Bank of Oklahoma"), and AMR INVESTMENT SERVICES, INC. ("Sub-Adviser").
WHEREAS, Bank of Oklahoma is the investment adviser to the American
Performance Cash Management Fund (the "Fund"), an investment portfolio of the
American Performance Funds (the "Trust"); and
WHEREAS, Bank of Oklahoma desires to retain the Sub-Adviser to furnish
investment advisory services in connection with the Fund; and
WHEREAS, Sub-Adviser is willing to make available to Bank of Oklahoma
and to the Fund certain sub-investment advisory services;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. APPOINTMENT. Bank of Oklahoma hereby appoints the Sub-Adviser to
provide certain sub-investment advisory services for the period and on the terms
set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees
to furnish the services herein set forth for the compensation herein provided.
2. DELIVERY OF DOCUMENTS. Bank of Oklahoma has furnished the
Sub-Adviser with copies properly certified or authenticated of each of the
following:
(a) the Trust's Agreement and Declaration of Trust, as filed
with the Secretary of State of The Commonwealth of
Massachusetts on October 1, 1987, and all amendments thereto
or restatements thereof (such Declaration, as presently in
effect and as it shall from time to time be amended or
restated, is herein called the "Declaration of Trust");
(b) the Trust's Bylaws and any amendments thereto;
(c) resolutions of the Trust's Board of Trustees authorizing
the appointment of the Sub-Adviser and approving this
Agreement;
<PAGE> 3
(d) the Trust's Notification of Registration on Form N-8A
under the Investment Company Act of 1940 (the "1940 Act") as
filed with the Securities and Exchange Commission (the "SEC")
on June 1, 1990, and all amendments thereto;
(e) the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act") (File No.
33-35190) and under the 1940 Act (File No. 811-6114) as filed
with the Securities and Exchange Commission and all amendments
thereto; and
(f) the Trust's most recent prospectus for the Fund and its
Statement of Additional Information (such prospectus and
Statement of Additional Information, as presently in effect,
and all amendments and supplements thereto, are herein
collectively called the "Prospectus").
Bank of Oklahoma will promptly furnish the Sub-Adviser with copies of
all amendments of or supplements to the foregoing.
3. MANAGEMENT. Subject always to the supervision of Bank of Oklahoma
and the Trust's Board of Trustees, the Sub-Adviser will furnish an investment
program in respect of, and make investment decisions for, the Fund, and place
all orders for the purchase and sale of securities for the Fund. In the
performance of its duties, the Sub-Adviser will comply with the provisions of
the Trust's Declaration of Trust and Code of Regulations, and the stated
investment objectives, policies and restrictions of the Fund, will use its best
efforts to safeguard and promote the welfare of the Fund, and will comply with
other policies which the Trustees or Bank of Oklahoma, as the case may be, may
from time to time determine and provide notification to the Sub-Adviser in
writing. The Sub-Adviser and Bank of Oklahoma shall each make its officers and
employees available to the other from time to time to review investment policies
for the Fund and to consult with each other regarding the investment affairs of
the Fund. The Sub-Adviser shall report to the Board of Trustees and to Bank of
Oklahoma with respect to the implementation of such program.
The Sub-Adviser further agrees that it:
(a) will use the same skill and care in providing such
services as it uses in providing services to other accounts
for which it has investment management responsibilities;
(b) will conform with all applicable rules and regulations of
the Securities and Exchange Commission and in addition will
conduct its activities under this
2
<PAGE> 4
Agreement in accordance with any applicable regulations
pertaining to the investment advisory activities of the
Sub-Adviser;
(c) will place orders pursuant to its investment
determinations for the Fund either directly with the issuer or
with any broker or dealer. In placing orders with brokers and
dealers, the Sub-Adviser will attempt to obtain the best
combination of prompt execution of orders in an effective
manner and at the most favorable price. Consistent with this
obligation, when the execution and price offered by two or
more brokers or dealers are comparable, the Sub- Adviser may,
in its discretion, purchase and sell portfolio securities to
and from brokers and dealers who provide the Sub-Adviser with
research advice and other services. In no instance will the
Fund's portfolio securities be purchased from or sold to BISYS
Fund Services, Bank of Oklahoma, the Sub-Adviser or any
affiliated person of the Trust, Bank of Oklahoma, BISYS Fund
Services, or the Sub-Adviser, except as may be permitted under
the 1940 Act. Bank of Oklahoma and BISYS Fund Services will
provide to the Sub-Adviser, from time to time, a list of their
respective affiliated persons;
(d) will, at the reasonable request of Bank of Oklahoma or the
Trust, report to the Trust and to Bank of Oklahoma and will
make appropriate persons available for the purpose of
reviewing with representatives of Bank of Oklahoma the
management of the Fund, including, without limitation, review
of the general investment strategy of the Fund, interest rate
considerations and general conditions affecting the
marketplace;
(e) will furnish the Trust's Board of Trustees such periodic
and special reports as the Board may request;
(f) will treat confidentially and as proprietary information
of the Trust all records and other information relative to the
Trust, and will not use records and information for any
purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so
requested by the Trust;
(g) will receive and comply with any written recommendations
that Bank of Oklahoma may make, from time to time, with
respect to the investment and reinvestment of the assets of
the Fund; and
3
<PAGE> 5
(h) will provide advice and recommendations with respect to
other aspects of the business and affairs of the Fund and
perform such other functions related to the provision of
investment management services as Bank of Oklahoma may
reasonably request.
4. BOOKS AND RECORDS. In compliance with Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records which it maintains for the Trust
on behalf of Bank of Oklahoma are the property of the Trust and further agrees
to surrender promptly to the Trust or to Bank of Oklahoma any of such records
upon request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 adopted under the 1940 Act all records required to be
maintained by Sub-Adviser on behalf of Bank of Oklahoma under Rule 31a-1 adopted
under the 1940 Act.
5. EXPENSES. During the term of this Agreement, the Sub-Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage commissions, if
any) purchased for the Fund.
6. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, Bank of Oklahoma will pay the Sub-Adviser and the
Sub-Adviser will accept as full compensation therefor a fee computed daily and
paid monthly in arrears at an annual rate not less than fifteen one-hundredths
of one percent (.15%) nor more than forty one-hundredths of one percent (.40%)
of the Fund's average daily net assets.
7. SERVICES TO OTHERS. Bank of Oklahoma understands, and has advised
the Trust's Board of Trustees, that the Sub-Adviser now acts, and/or may in the
future act, as an investment adviser to managed accounts and as an investment
adviser, sub-adviser, or administrator to other investment companies. Bank of
Oklahoma has no objection to Sub-Adviser's acting in such capacities, provided
that whenever the Fund and one or more accounts or investment companies advised
by the Sub-Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula believed by
the Sub-Adviser to be equitable to each such account or company.
Bank of Oklahoma recognizes, and has advised the Trust's Board of
Trustees, that in some cases this procedure may adversely affect the size of the
position that the Fund may obtain in a particular security. In addition, Bank of
Oklahoma understands, and has advised the Trust's Board of Trustees, that the
persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under
this Agreement will not devote their full time to such service and nothing
contained in this Agreement will be deemed to limit or restrict the right of the
Sub-Adviser or any of its affiliates to engage in other businesses or render
services of whatever kind or nature.
4
<PAGE> 6
8. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by Bank of Oklahoma
or by the Fund in connection with the performance of this Agreement, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Sub-Adviser in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. In no case
shall the Sub-Adviser be liable for any actions taken or non-actions with
respect to the performance of services under this Agreement based upon specific
information, instructions, or requests given or made to the Sub-Adviser in
writing by a representative of Bank of Oklahoma thereunto duly authorized, which
information, instructions, or requests are properly executed or acted upon by
the Sub-Adviser.
9. DURATION AND TERMINATION. This Agreement will become effective as of
the date first written above, provided that it shall have been approved by vote
of a majority of the outstanding voting securities of the Fund, in accordance
with the require-ments under the 1940 Act, and, unless sooner terminated as
provided herein, shall continue in effect until August 1, 1998.
Thereafter, if not terminated, this Agreement shall continue in effect
for successive one-year periods ending on August 1, PROVIDED that such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Trust's Board of Trustees who are not
interested persons of the Trust, the Sub-Adviser, or Bank of Oklahoma, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the vote of a majority of the Trust's Board of Trustees or by the vote of a
majority of all votes attributable to the outstanding Shares of the Fund.
Notwithstanding the foregoing, this Agreement may be terminated at any time on
sixty days' written notice, without the payment of any penalty, by the Trust (by
vote of the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund), by Bank of Oklahoma, or by the Sub-
Adviser. This Agreement will immediately terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested persons" and "assignment" shall have the meaning
ascribed to such terms in the 1940 Act.)
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
11. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
5
<PAGE> 7
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by the laws of the Commonwealth of Massachusetts.
12. NOTICE. The name the "American Performance Funds" and "Trustees of
the American Performance Funds" refer respectively to the Trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated as of October 1, 1987, to which
reference is hereby made and a copy of which is on file at the office of the
Secretary of State of The Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of the "American Performance Funds" entered into in the
name or on behalf thereof by any of the Trustees, representatives or agents are
made not individually, but in such capacities and are not binding upon any of
the Trustees, Shareholders or representatives of the Trust personally, but bind
only the assets of the Trust, and all persons dealing with any Fund of the Trust
must look solely to the assets of the Trust belonging to such Fund for the
enforcement of any claims against the Trust.
13. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall constitute an original and each of which, collectively, shall
constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
BANK OF OKLAHOMA, N.A.
By: /s/ H. James Holloman
-------------------------
Title: Executive Vice President
-------------------------
AMR INVESTMENT SERVICES, INC.
By: /s/ William F. Quinn
-------------------------
Title: President
-------------------------
6
<PAGE> 1
EXHIBIT 5(d)
FORM OF AMENDED SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT
<PAGE> 2
Form of Amended Schedule A
to the Investment Advisory Agreement between
American Performance Funds and Bank of Oklahoma, N.A.
(formerly BancOklahoma Trust Company)
dated October 1, 1994
<TABLE>
<CAPTION>
Name of Fund Compensation*
- ------------ -------------
<S> <C>
American Performance U.S. Annual rate of forty one-hundredths of one
Treasury Fund percent (.40%) of American Performance
U.S. Treasury Fund's average daily net assets.
American Performance Cash Annual rate of forty one-hundredths of one
Management Fund percent (.40%) of American Performance
Cash Management Fund's average daily net assets.
American Performance Bond Annual rate of fifty-five one-hundredths of one
Bond Fund hundredths of one percent (.55%) of American
Performance Bond Fund's average daily net assets.
American Performance Annual rate of fifty-five one-hundredths of one
Intermediate Bond Fund percent (.55%) of American Performance
Intermediate Bond Fund's average daily net assets.
American Performance Annual rate of fifty-five one-hundredths of one
Intermediate Tax-Free percent (.55%) of American Performance
Bond Fund Intermediate Tax-Free Bond Fund's average daily net
assets.
American Performance Annual rate of fifty-five one-hundredths of one
Short-Term Income Fund percent (.55%) of American Performance Short-Term
Income Fund's average daily net assets.
</TABLE>
<PAGE> 3
Form of Amended Schedule A
to the Investment Advisory Agreement between
American Performance Funds and Bank of Oklahoma, N.A.
(formerly BancOklahoma Trust Company)
dated October 1, 1994
<TABLE>
<CAPTION>
Name of Fund Compensation*
- ------------ -------------
<S> <C>
American Performance Equity Annual rate of sixty-nine one-hundredths of one
Fund percent (.69%) of American Performance Equity Fund's
average daily net assets.
American Performance Annual rate of sixty-nine one-hundredths of one
Aggressive Growth Fund percent (.69%) of American Performance Aggressive
Growth Fund's average daily net assets.
American Performance Annual rate of seventy-four one-hundredths of one
Balanced Fund percent (.74%) of American Performance Balanced
Fund's average
daily net assets.
American Performance Annual rate of sixty-nine one-hundredths of one
Growth Equity Fund percent (.69%) of American Performance Growth Equity
Fund's average daily net assets.
</TABLE>
[SEAL] American Performance Funds
By:
------------------------
Date: , 1997
----------------
[SEAL] Bank of Oklahoma, N.A.
By:
-------------------------
Date: , 1997
--------------
- -------------
* All fees are computed daily and paid monthly.
<PAGE> 1
EXHIBIT 6(c)
FORM OF AMENDED SCHEDULES A AND B TO DISTRIBUTION AGREEMENT
<PAGE> 2
Form of Amended Schedule A
to the Distribution Agreement
between American Performance Funds and
BISYS Fund Services Limited Partnership
(formerly, The Winsbury Company Limited Partnership)
dated October 1, 1993
Name of Fund
- ------------
American Performance U.S. Treasury Fund
American Performance Cash Management Fund
American Performance Bond Fund
American Performance Intermediate Bond Fund
American Performance Intermediate Tax-Free Bond Fund
American Performance Equity Fund
American Performance Aggressive Growth Fund
American Performance Short-Term Income Fund
American Performance Balanced Fund
American Performance Growth Equity Fund
American Performance Funds
By:
-------------------------
Title:
------------------------
Date: , 1997
------------------
BISYS Fund Services Limited
Partnership
By: BISYS Fund Services, Inc.
General Partner
By:
-------------------------
Title:
------------------------
Date: , 1997
------------------
<PAGE> 3
Form of Amended Schedule B
to the Distribution Agreement
between American Performance Funds and
BISYS Fund Services Limited Partnership
(formerly, The Winsbury Company Limited Partnership)
dated October 1, 1993
Name of Load Fund
- -----------------
American Performance Bond Fund
American Performance Intermediate Bond Fund
American Performance Intermediate Tax-Free Bond Fund
American Performance Equity Fund
American Performance Aggressive Growth Fund
American Performance Short-Term Income Fund
American Performance Balanced Fund
American Performance Growth Equity Fund
American Performance Funds
By:
-------------------------
Title:
------------------------
Date: , 1997
------------------
BISYS Fund Services Limited
Partnership
By: BISYS Fund Services, Inc.
General Partner
By:
-------------------------
Title:
------------------------
Date: , 1997
------------------
<PAGE> 1
EXHIBIT 8(c)
FORM OF AMENDED SCHEDULE A TO CUSTODIAN AGREEMENT
<PAGE> 2
Form of Amended Schedule A
to the Custodian Agreement
between American Performance Funds and
Bank of Oklahoma, N.A.
September 5, 1990
Name of Fund
- ------------
American Performance Cash Management Fund
American Performance U.S. Treasury Fund
American Performance Bond Fund
American Performance Intermediate Bond Fund
American Performance Intermediate Tax-Free Bond Fund
American Performance Equity Fund
American Performance Aggressive Growth Fund
American Performance Short-Term Income Fund
American Performance Balanced Fund
American Performance Growth Equity Fund
[SEAL] American Performance Funds
By:
------------------------
Date: , 1997
-------------------
[SEAL] Bank of Oklahoma, N.A.
By:
------------------------
Date: , 1997
-------------------
<PAGE> 1
EXHIBIT 9(b)
FORM OF SCHEDULE A TO THE MANAGEMENT AND ADMINISTRATION AGREEMENT
<PAGE> 2
Form of Schedule A
to the Amended and Restated Management and Administration Agreement
between American Performance Funds and
BISYS Fund Services Limited Partnership
(Formerly, The Winsbury Company Limited Partnership)
dated May 12, 1995
Name of Fund Compensation*
- ------------ -------------
American Performance Cash Management Fund Annual rate of twenty one-
hundredths of one percent (.20%)
of American Performance Cash
Management Fund's average daily
net assets.
American Performance U.S. Treasury Fund Annual rate of twenty one-
hundredths of one percent (.20%)
of American Performance U.S.
Treasury Fund's average daily
net assets.
American Performance Bond Fund Annual rate of twenty
one-hundredths of one percent
(.20%) of American Performance
Bond Fund's average daily net
assets.
American Performance Intermediate Bond Fund Annual rate of twenty
one-hundredths of one percent
(.20%) of American Performance
Intermediate Bond Fund's average
daily net assets.
American Performance Intermediate Tax-Free Annual rate of twenty one-
Bond Fund hundredths of one percent (.20%)
of American Performance
Intermediate Tax-Free Bond
Fund's average daily net assets.
A-1
<PAGE> 3
Form of Schedule A (Continued)
to the Amended and Restated Management and Administration Agreement
between American Performance Funds and
BISYS Fund Services Limited Partnership
(Formerly, The Winsbury Company Limited Partnership)
dated May 12, 1995
Name of Fund Compensation*
- ------------ -------------
American Performance Equity Fund Annual rate of twenty
one-hundredths of one percent
(.20%) of American Performance
Equity Fund's average daily net
assets.
American Performance Aggressive Growth Fund Annual rate of twenty
one-hundredths of one percent
(.20%) of American Performance
Aggressive Growth Fund's average
daily net assets.
American Performance Short-Term Income Fund Annual rate of twenty
one-hundredths of one percent
(.20%) of American Performance
Short-Term Income Fund's
average daily net assets.
American Performance Balanced Fund Annual rate of twenty
one-hundredths of one percent
(.20%) of American Performance
Balanced Fund's average daily
net assets.
A-2
<PAGE> 4
Form of Schedule A (Continued)
to the
Amended and Restated Management and Administration Agreement
between American Performance Funds and
BISYS Fund Services Limited Partnership
(Formerly, The Winsbury Company Limited Partnership)
dated May 12, 1995
American Performance Growth Equity Fund Annual rate of twenty
one-hundredths of one percent
(.20%) of American Performance
Growth Equity Fund's average
daily net assets.
American Performance Funds
By:
-----------------------------
Title:
-----------------------------
Date: , 1997
-----------------------
BISYS Fund Services Limited Partnership
By: BISYS Fund Services, Inc.
General Partner
By:
-----------------------------
Title:
-----------------------------
Date: , 1997
-----------------------
- ----------------------
* All fees are computed daily and paid periodically.
A-3
<PAGE> 1
EXHIBIT 9(d)
FUND ACCOUNTING AGREEMENT
<PAGE> 2
FUND ACCOUNTING AGREEMENT
As Amended and Restated
May 12, 1995
AGREEMENT made this 5th day of September, 1990, between the American
Performance Funds (the "Trust"), a Massachusetts business trust having its
principal place of business at 1900 East Dublin-Granville Road, Columbus, Ohio
43229, and BISYS Fund Services Ohio, Inc. (formerly, The Winsbury Service
Corporation) ("BISYS"), a corporation organized under the laws of the State of
Ohio having its principal place of business at 1900 East Dublin-Granville Road,
Columbus, Ohio 43229.
WHEREAS, the Trust desires that BISYS perform certain fund accounting
services for each investment fund of the Trust identified on Schedule A hereto
(individually referred to herein as a "Fund" and collectively as the "Funds");
and
WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AS FUND ACCOUNTANT. BISYS will keep and maintain the
following books and records of each Fund pursuant to Rule 31a-1 under the
Investment Company Act of 1940 (the "Rule"):
(a) Journals containing an itemized daily record in detail of
all purchases and sales of securities, all receipts and disbursements
of cash and all other debits and credits, as required by subsection
(b)(1) of the Rule;
(b) General and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts, including
interest accrued and interest received, as required by subsection
(b)(2)(i) of the Rule;
(c) Separate ledger accounts required by subsection (b)(2)(ii)
and (iii) of the Rule; and
(d) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of the Rule.
All such books and records shall be the property of the Trust, and BISYS agrees
to make such books and records available for inspection by the Trust or by the
Securities and Exchange Commission at reasonable times and otherwise to keep
confidential all records and other information relative to the Trust; except
when requested to divulge such information by duly-constituted authorities or
court process, or when requested by the Trust.
<PAGE> 3
In addition to the maintenance of the books and records specified
above, BISYS shall perform the following accounting services daily for each
Fund:
(a) calculate the net asset value per Share;
(b) calculate the dividend and capital gain distribution, if
any;
(c) calculate the yield;
(d) Provide the following reports:
(i) a current security position report;
(ii) a summary report of transactions and
pending maturities (including the
principal, cost, and accrued interest on
each fund security in maturity date
order); and
(iii) a current cash position report (including
cash available from fund sales and
maturities and sales of a Fund's Shares
less cash needed for redemptions and
settlement of fund purchases);
(e) Such other similar services with respect to a Fund as may
be reasonably requested by the Trust.
2. COMPENSATION. BISYS shall be entitled to receive a fee from each
investment fund, calculated daily and paid monthly, at the annual rate of three
one-hundredths of one percent (.03%) of average net assets between $0 and $150
million, two one-hundredths of one percent (.02%) of average net assets over
$150 million but less than $250 million and one and one half one-hundredths of
one percent (.015%) of average net assets equaling or exceeding $250 million.
3. EFFECTIVE DATE. This Agreement shall become effective with respect
to a Fund as of September 5, 1990 (the "Effective Date").
4. TERM. This Agreement shall become effective on September 5, 1990
and, unless earlier terminated by either party hereto as provided hereunder
shall continue until December 31, 1998. This Agreement may be terminated as of
December 31, 1996 by either party hereto providing written notice to the other
party hereto by no later than November 1, 1996. Unless otherwise terminated as
provided herein, on December 31, 1998, this Agreement shall be renewed
automatically for a three year term and thereafter shall be automatically
renewed for successive three year terms, unless in each case written notice not
to renew is given by the non-renewing party at least sixty days prior to the
expiration of the then current term. Compensation due BISYS and unpaid by the
Trust upon such termination due to non-renewal shall be immediately due and
payable upon and notwithstanding such termination. BISYS shall be entitled to
collect from the Trust, in addition to the compensation
2
<PAGE> 4
described under Paragraph 2 hereof, the amount of all of BISYS's cash
disbursements for services in connection with BISYS's activities in effecting
such termination, including without limitation, the delivery to the Trust and/or
its designees of the Trust's property, records, instruments and documents, or
any copies thereof. Subsequent to such termination for a reasonable fee, BISYS
will provide the Trust with reasonable access to any Trust documents or records
remaining in its possession.
5. STANDARD OF CARE; INDEMNIFICATION. BISYS shall use its best efforts
to insure the accuracy of all services performed under this Agreement, but shall
not be liable to the Trust for any action taken or omitted by BISYS in the
absence of bad faith, willful misconduct or negligence. BISYS assumes no
responsibility hereunder, and shall not be liable, for any damage, loss of data,
delay or any other loss whatsoever caused by events beyond its reasonable
control.
6. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
7. ASSIGNMENT. This Agreement and the rights and duties hereunder shall
not be assignable with respect to a Fund by either of the parties hereto except
by the specific written consent of the other party.
8. GOVERNING LAW. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of The Commonwealth of
Massachusetts.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. A copy of
the Declaration of Trust of the Trust is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees or Shareholders individually but are binding only upon the
assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
Seal American Performance Funds
By /s/ D. Ray M. Brewer
----------------------------
Title: Vice President
----------------------------
Seal BISYS Fund Services Ohio, Inc.
(formerly The Winsbury Service
Corporation)
By /s/ Stephen G. Mintos
----------------------------
Title: Exec. V.P.
----------------------------
3
<PAGE> 5
Amended Schedule A
to the
Fund Accounting Agreement
between BISYS Fund Services Ohio, Inc.
(formerly the Winsbury Service Corporation) and
American Performance Funds
as amended and restated May 12, 1995
Name of the Fund
----------------
American Performance U.S. Treasury Fund
American Performance Cash Management Fund
American Performance Bond Fund
American Performance Intermediate Bond Fund
American Performance Intermediate Tax-Free Bond Fund
American Performance Equity Fund
American Performance Aggressive Growth Fund
American Performance Short-Term Income Fund
American Performance Balanced Fund
Seal American Performance Funds
By /s/ D. Ray M. Brewer
-----------------------
Date: May 12, 1995
-----------------------
BISYS Fund Services Ohio, Inc.
By /s/ Stephen G. Mintos
-----------------------
Date: May 12, 1995
-----------------------
A-1
<PAGE> 1
EXHIBIT 9(g)
FORM OF AMENDED SCHEDULE A TO
TRANSFER AGENCY AND SHAREHOLDER SERVICE AGREEMENT
<PAGE> 2
Form of Amended Schedule A
to the
Transfer Agency and Shareholder Service Agreement
Between BISYS Fund Services Ohio, Inc.
(formerly, The Winsbury Service Corporation)
and American Performance Funds
Dated September 5, 1990
Name of Fund
------------
American Performance U.S. Treasury Fund
American Performance Cash Management Fund
American Performance Bond Fund
American Performance Intermediate Bond Fund
American Performance Intermediate Tax-Free Bond Fund
American Performance Equity Fund
American Performance Aggressive Growth Fund
American Performance Short-Term Income Fund
American Performance Balanced Fund
American Performance Growth Equity Fund
Seal American Performance Funds
By:
-------------------------
Date: , 1997 Title:
---------- ----------------------
BISYS Fund Services Ohio, Inc.
By:
-------------------------
Date: , 1997 Title:
---------- ----------------------
A-1
<PAGE> 1
EXHIBIT 9(h)
FORM OF AMENDED SCHEDULE A TO FUND ACCOUNTING AGREEMENT
<PAGE> 2
Form of Amended Schedule A
to the
Fund Accounting Agreement
between BISYS Fund Services Ohio, Inc.
(formerly the Winsbury Service Corporation) and
American Performance Funds
as amended and restated May 12, 1995
Name of the Fund
----------------
American Performance U.S. Treasury Fund
American Performance Cash Management Fund
American Performance Bond Fund
American Performance Intermediate Bond Fund
American Performance Intermediate Tax-Free Bond Fund
American Performance Equity Fund
American Performance Aggressive Growth Fund
American Performance Short-Term Income Fund
American Performance Balanced Fund
American Performance Growth Equity Fund
Seal American Performance Funds
By:
----------------------
Date: , 1997
--------------------
BISYS Fund Services Ohio, Inc.
By:
----------------------
Date: , 1997
--------------------
A-1
<PAGE> 1
EXHIBIT 9(i)
FORM OF SCHEDULE A TO SUB-ADMINISTRATION AGREEMENT
<PAGE> 2
FORM OF SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
BISYS FUND SERVICES LIMITED PARTNERSHIP
(FORMERLY, THE WINSBURY COMPANY LIMITED PARTNERSHIP)
AND BANK OF OKLAHOMA, N.A.
(FORMERLY, BANCOKLAHOMA TRUST COMPANY)
DATED MAY 12, 1995
NAME OF FUND
------------
American Performance U.S. Treasury Fund
American Performance Cash Management Fund
American Performance Bond Fund
American Performance Intermediate Bond Fund
American Performance Short-Term Income Fund
American Performance Intermediate Tax-Free Bond Fund
American Performance Equity Fund
American Performance Aggressive Growth Fund
American Performance Balanced Fund
American Performance Growth Equity Fund
BISYS Fund Services Limited
Partnership
By: BISYS Fund Services, Inc.
General Partner
By:
-----------------------
Title:
-----------------------
Date: , 1997
-----------------
BANK OF OKLAHOMA, N.A.
By:
-----------------------
Title:
-----------------------
Date: , 1997
-----------------
A-1
<PAGE> 1
EXHIBIT (10)
OPINION OF ROPES & GRAY
<PAGE> 2
ROPES & GRAY
ONE FRANKLIN SQUARE
1301 K STREET, N.W.
SUITE 800 EAST
WASHINGTON, DC 20005-3333
(202) 626-3900
FAX: (202) 626-3961
June 24,1997
American Performance Funds
3435 Stelzer Road
Columbus, Ohio 43219
Gentlemen:
You have registered under the Securities Act of 1933, as amended (the
"1933 Act") an indefinite number of shares of beneficial interest ("Shares") of
the American Performance Funds ("Trust"), as permitted by Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"). You propose to file
a post-effective amendment on Form N-1A (the "Post-Effective Amendment") to your
Registration Statement as required by Section 10(a)(3) in order to register
under the 1933 Act Shares of a new Fund of the Trust (the "Series").
We have examined your Agreement and Declaration of Trust on file in the
office of the Secretary of The Commonwealth of Massachusetts and the Clerk of
the City of Boston. We have also examined a copy of your Bylaws and such other
documents, receipts and records as we have deemed necessary for the purpose of
this opinion.
Based upon the foregoing, we are of the opinion that the issue and sale
of the authorized but unissued Shares of the Series have been duly authorized
under Massachusetts law. Upon the original issue and sale of your authorized but
unissued Shares and upon receipt of the authorized consideration therefor in an
amount not less than the net asset value of the Shares established and in force
at the time of their sale, the Shares issued will be validly issued, fully paid
and non-assessable.
The American Performance Funds is an entity of the type commonly known
as a "Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Agreement and Declaration of Trust
provides for indemnification out of the property of a particular series of
Shares for all loss and expenses 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.
<PAGE> 3
American Performance Funds
June 24, 1997
Page 2
We understand that this opinion is to be used in connection with the
filing of the Post-Effective Amendment. We consent to the filing of this opinion
with and as part of your Post-Effective Amendment.
Sincerely,
/s/ Ropes & Gray
Ropes & Gray
<PAGE> 1
EXHIBIT 11(a)
CONSENT OF KPMG PEAT MARWICK
<PAGE> 2
Auditors' Consent
The Board of Trustees of
the American Performance Funds:
We consent to the use of our report incorporated by reference and dated
October 18, 1996 for the American Performance Funds as of August 31, 1996 and
for the periods indicated therein and to the reference to our firm under the
heading "Auditors" in the Statements of Additional Information.
KPMG Peat Marwick LLP
Columbus, Ohio
June 23, 1997
<PAGE> 1
EXHIBIT 11(b)
CONSENT OF ROPES & GRAY
<PAGE> 2
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the references to our
firm under the caption "Legal Counsel" included in or made a part of the
Post-Effective Amendment No. 15 to the Registration Statement of American
Performance Funds on Form N-1A under the Securities Act of 1933, as amended.
/s/ ROPES & GRAY
ROPES & GRAY
Washington, D.C.
June 24, 1997
<PAGE> 1
EXHIBIT 15(e)
FORM OF SCHEDULE A TO AMENDED AND RESTATED
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
<PAGE> 2
FORM OF SCHEDULE A
TO THE AMENDED AND RESTATED
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
BETWEEN THE AMERICAN PERFORMANCE FUNDS AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
(FORMERLY, THE WINSBURY COMPANY LIMITED PARTNERSHIP)
DATED OCTOBER 1, 1993
Name of Fund Compensation*
- ------------ -------------
American Performance Cash Annual rate of twenty-five one-hundredths
Management Fund of one percent (.25%) of American
Performance Cash Management Fund's
average daily net assets.
American Performance U.S. Annual rate of twenty-five one-hundredths
Treasury Fund of one percent (.25%) of American
Performance U.S. Treasury Fund's average
daily net assets.
American Performance Annual rate of twenty-five one-hundredths
Bond Fund of one percent (.25%) of American
Performance Bond Fund's average daily net
assets.
American Performance Annual rate of twenty-five one-hundredths
Intermediate Bond Fund of one percent (.25%) of American
Performance Intermediate Bond Fund's
average daily net assets.
American Performance Annual rate of twenty-five one-hundredths
Intermediate Tax-Free Bond Fund of one percent (.25%) of American
Performance Intermediate Tax-Free Bond
Fund's average daily net assets.
American Performance Annual rate of twenty-five one-hundredths
Equity Fund of one percent (.25%) of American
Performance Equity Fund's average daily
net assets.
A-1
<PAGE> 3
FORM OF SCHEDULE A (CONTINUED)
TO THE AMENDED AND RESTATED
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
BETWEEN THE AMERICAN PERFORMANCE FUNDS AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
(FORMERLY, THE WINSBURY COMPANY LIMITED PARTNERSHIP)
DATED OCTOBER 1, 1993
Name of Fund Compensation*
- ------------ -------------
American Performance Annual rate of twenty-five one-hundredths
Aggressive Growth Fund of one percent (.25%) of American
Performance Aggressive Growth Fund's
average daily net assets.
American Performance Annual rate of twenty-five one-hundredths
Short-Term Income Fund of one percent (.25%) of American
Performance Short-Term Income Fund's
average daily net assets.
American Performance Annual rate of twenty-five one-hundredths
Balanced Fund of one percent (.25%) of American
Performance Balanced Fund's average daily
net assets.
American Performance Annual rate of twenty-five one-hundredths
Growth Equity Fund of one percent (.25%) of American
Performance Growth Equity Fund's average
daily net assets.
[SEAL] AMERICAN PERFORMANCE FUNDS
By:
-----------------------
Title:
-----------------------
Date: , 1997
----------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By:
-----------------------
Title:
-----------------------
Date: , 1997
----------------
- -----------------------
* All fees are computed daily and paid monthly.
A-2
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000864508
<NAME> THE AMERICAN PERFORMANCE FUNDS
<SERIES>
<NUMBER> 1
<NAME> THE AMERICAN PERFORMANCE CASH MANAGEMENT FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 375,375,424
<INVESTMENTS-AT-VALUE> 375,375,424
<RECEIVABLES> 2,294,687
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 377,670,111
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,872,617
<TOTAL-LIABILITIES> 1,872,617
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 375,797,212
<SHARES-COMMON-STOCK> 375,797,212
<SHARES-COMMON-PRIOR> 194,806,872
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 282
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 375,797,494
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18,978,452
<OTHER-INCOME> 0
<EXPENSES-NET> 2,348,488
<NET-INVESTMENT-INCOME> 16,629,964
<REALIZED-GAINS-CURRENT> 4,936
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 16,634,900
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 16,629,964
<DISTRIBUTIONS-OF-GAINS> 4,771
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 943,474,078
<NUMBER-OF-SHARES-REDEEMED> 762,531,473
<SHARES-REINVESTED> 47,735
<NET-CHANGE-IN-ASSETS> 180,990,505
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 117
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,328,786
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,178,988
<AVERAGE-NET-ASSETS> 332,196,411
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.050
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.050
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.71
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000864508
<NAME> THE AMERICAN PERFORMANCE FUNDS
<SERIES>
<NUMBER> 2
<NAME> THE AMERICAN PERFORMANCE U.S. TREASURY FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 218,357,891
<INVESTMENTS-AT-VALUE> 218,357,891
<RECEIVABLES> 41,352
<ASSETS-OTHER> 35
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 218,399,458
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 993,045
<TOTAL-LIABILITIES> 993,045
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 217,406,283
<SHARES-COMMON-STOCK> 217,406,387
<SHARES-COMMON-PRIOR> 187,006,682
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 130
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 217,406,413
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 10,976,579
<OTHER-INCOME> 0
<EXPENSES-NET> 1,479,792
<NET-INVESTMENT-INCOME> 9,496,787
<REALIZED-GAINS-CURRENT> 2,588
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 9,499,375
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 9,496,787
<DISTRIBUTIONS-OF-GAINS> 2,718
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 439,883,580
<NUMBER-OF-SHARES-REDEEMED> 409,510,632
<SHARES-REINVESTED> 26,913
<NET-CHANGE-IN-ASSETS> 30,999,731
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 156
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 801,240
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,980,572
<AVERAGE-NET-ASSETS> 200,309,979
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .047
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .047
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .74
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000864508
<NAME> THE AMERICAN PERFORMANCE FUNDS
<SERIES>
<NUMBER> 3
<NAME> THE AMERICAN PERFORMANCE BOND FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 33,047,018
<INVESTMENTS-AT-VALUE> 32,508,994
<RECEIVABLES> 503,362
<ASSETS-OTHER> 89
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 33,012,445
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 205,756
<TOTAL-LIABILITIES> 205,756
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 34,168,406
<SHARES-COMMON-STOCK> 3,648,782
<SHARES-COMMON-PRIOR> 4,015,378
<ACCUMULATED-NII-CURRENT> 7,424
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 831,117
<ACCUM-APPREC-OR-DEPREC> (538,024)
<NET-ASSETS> 32,806,689
<DIVIDEND-INCOME> 60,059
<INTEREST-INCOME> 2,543,533
<OTHER-INCOME> 0
<EXPENSES-NET> 354,050
<NET-INVESTMENT-INCOME> 2,249,542
<REALIZED-GAINS-CURRENT> (138,651)
<APPREC-INCREASE-CURRENT> (1,023,947)
<NET-CHANGE-FROM-OPS> 1,086,944
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,241,663
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 7,879
<NUMBER-OF-SHARES-SOLD> 910,369
<NUMBER-OF-SHARES-REDEEMED> 1,454,954
<SHARES-REINVESTED> 177,989
<NET-CHANGE-IN-ASSETS> (4,486,499)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 4,194
<OVERDIST-NET-GAINS-PRIOR> 688,727
<GROSS-ADVISORY-FEES> 203,382
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 427,965
<AVERAGE-NET-ASSETS> 36,978,210
<PER-SHARE-NAV-BEGIN> 9.29
<PER-SHARE-NII> .57
<PER-SHARE-GAIN-APPREC> (.30)
<PER-SHARE-DIVIDEND> .57
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.99
<EXPENSE-RATIO> .96
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000864508
<NAME> THE AMERICAN PERFORMANCE FUNDS
<SERIES>
<NUMBER> 4
<NAME> THE AMERICAN PERFORMANCE INTERMEDIATE BOND FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 65,882,926
<INVESTMENTS-AT-VALUE> 64,850,294
<RECEIVABLES> 647,004
<ASSETS-OTHER> 106
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 65,497,404
<PAYABLE-FOR-SECURITIES> 1,991,810
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 417,788
<TOTAL-LIABILITIES> 2,409,598
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64,949,581
<SHARES-COMMON-STOCK> 6,305,377
<SHARES-COMMON-PRIOR> 7,252,490
<ACCUMULATED-NII-CURRENT> 6,635
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 1,032,632
<ACCUM-APPREC-OR-DEPREC> (835,778)
<NET-ASSETS> 63,087,806
<DIVIDEND-INCOME> 71,757
<INTEREST-INCOME> 4,348,400
<OTHER-INCOME> 0
<EXPENSES-NET> 619,138
<NET-INVESTMENT-INCOME> 3,801,019
<REALIZED-GAINS-CURRENT> 2,959
<APPREC-INCREASE-CURRENT> (1,503,165)
<NET-CHANGE-FROM-OPS> 2,300,813
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,801,091
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,150,312
<NUMBER-OF-SHARES-REDEEMED> 2,275,525
<SHARES-REINVESTED> 178,100
<NET-CHANGE-IN-ASSETS> (11,306,982)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 11,311
<OVERDIST-NET-GAINS-PRIOR> 820,791
<GROSS-ADVISORY-FEES> 358,021
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 749,222
<AVERAGE-NET-ASSETS> 65,094,101
<PER-SHARE-NAV-BEGIN> 10.26
<PER-SHARE-NII> .60
<PER-SHARE-GAIN-APPREC> (.25)
<PER-SHARE-DIVIDEND> .60
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.01
<EXPENSE-RATIO> .95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000864508
<NAME> THE AMERICAN PERFORMANCE FUNDS
<SERIES>
<NUMBER> 5
<NAME> THE AMERICAN PERFORMANCE EQUITY FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 70,120,625
<INVESTMENTS-AT-VALUE> 86,523,244
<RECEIVABLES> 180,130
<ASSETS-OTHER> 280
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 86,703,654
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 351,596
<TOTAL-LIABILITIES> 351,596
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 63,572,169
<SHARES-COMMON-STOCK> 6,289,664
<SHARES-COMMON-PRIOR> 6,198,445
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 3,935
<ACCUMULATED-NET-GAINS> 6,381,205
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 16,402,619
<NET-ASSETS> 86,352,058
<DIVIDEND-INCOME> 1,965,859
<INTEREST-INCOME> 0
<OTHER-INCOME> 14,158
<EXPENSES-NET> 880,827
<NET-INVESTMENT-INCOME> 1,099,190
<REALIZED-GAINS-CURRENT> 7,922,697
<APPREC-INCREASE-CURRENT> 4,300,120
<NET-CHANGE-FROM-OPS> 13,322,007
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,112,322
<DISTRIBUTIONS-OF-GAINS> 3,660,781
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,049,725
<NUMBER-OF-SHARES-REDEEMED> 1,288,822
<SHARES-REINVESTED> 330,316
<NET-CHANGE-IN-ASSETS> 9,954,377
<ACCUMULATED-NII-PRIOR> 9,197
<ACCUMULATED-GAINS-PRIOR> 2,119,289
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 562,323
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,035,809
<AVERAGE-NET-ASSETS> 81,495,212
<PER-SHARE-NAV-BEGIN> 12.33
<PER-SHARE-NII> .18
<PER-SHARE-GAIN-APPREC> 2.04
<PER-SHARE-DIVIDEND> .18
<PER-SHARE-DISTRIBUTIONS> .64
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.73
<EXPENSE-RATIO> 1.08
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000864508
<NAME> THE AMERICAN PERFORMANCE FUNDS
<SERIES>
<NUMBER> 6
<NAME> THE AMERICAN PERFORMANCE AGGRESSIVE GROWTH FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 31,248,219
<INVESTMENTS-AT-VALUE> 43,327,902
<RECEIVABLES> 28,376
<ASSETS-OTHER> 237
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43,356,515
<PAYABLE-FOR-SECURITIES> 33,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 45,824
<TOTAL-LIABILITIES> 78,824
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 32,725,757
<SHARES-COMMON-STOCK> 2,655,987
<SHARES-COMMON-PRIOR> 2,330,337
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 311,765
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 1,215,984
<ACCUM-APPREC-OR-DEPREC> 12,079,683
<NET-ASSETS> 43,277,691
<DIVIDEND-INCOME> 189,962
<INTEREST-INCOME> 117,794
<OTHER-INCOME> 0
<EXPENSES-NET> 447,900
<NET-INVESTMENT-INCOME> (140,144)
<REALIZED-GAINS-CURRENT> 902,632
<APPREC-INCREASE-CURRENT> (341,433)
<NET-CHANGE-FROM-OPS> 421,055
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 660,090
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 858,255
<NUMBER-OF-SHARES-REDEEMED> 575,883
<SHARES-REINVESTED> 43,278
<NET-CHANGE-IN-ASSETS> 5,269,379
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 302,034
<OVERDIST-NET-GAINS-PRIOR> 1,458,526
<GROSS-ADVISORY-FEES> 279,682
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 524,988
<AVERAGE-NET-ASSETS> 40,533,216
<PER-SHARE-NAV-BEGIN> 16.31
<PER-SHARE-NII> (.04)
<PER-SHARE-GAIN-APPREC> .30
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .28
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.29
<EXPENSE-RATIO> 1.11
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000864508
<NAME> THE AMERICAN PERFORMANCE FUND
<SERIES>
<NUMBER> 7
<NAME> THE AMERICAN PERFORMANCE INTERMEDIATE TAX-FREE
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 30,209,441
<INVESTMENTS-AT-VALUE> 30,732,113
<RECEIVABLES> 451,578
<ASSETS-OTHER> 472
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 31,184,163
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 147,720
<TOTAL-LIABILITIES> 147,720
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,551,182
<SHARES-COMMON-STOCK> 2,935,146
<SHARES-COMMON-PRIOR> 2,635,996
<ACCUMULATED-NII-CURRENT> 12,585
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 49,996
<ACCUM-APPREC-OR-DEPREC> 522,572
<NET-ASSETS> 31,036,443
<DIVIDEND-INCOME> 26,680
<INTEREST-INCOME> 1,515,748
<OTHER-INCOME> 0
<EXPENSES-NET> 218,242
<NET-INVESTMENT-INCOME> 1,324,186
<REALIZED-GAINS-CURRENT> 126,926
<APPREC-INCREASE-CURRENT> (356,637)
<NET-CHANGE-FROM-OPS> 1,094,475
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,324,186
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 993,632
<NUMBER-OF-SHARES-REDEEMED> 719,169
<SHARES-REINVESTED> 24,687
<NET-CHANGE-IN-ASSETS> 2,922,096
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 164,337
<GROSS-ADVISORY-FEES> 159,189
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 348,516
<AVERAGE-NET-ASSETS> 28,943,096
<PER-SHARE-NAV-BEGIN> 10.67
<PER-SHARE-NII> .49
<PER-SHARE-GAIN-APPREC> (.10)
<PER-SHARE-DIVIDEND> .49
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.57
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000864508
<NAME> THE AMERICAN PERFORMANCE FUNDS
<SERIES>
<NUMBER> 8
<NAME> THE AMERICAN PERFORMANCE SHORT TERM INCOME FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 14,492,428
<INVESTMENTS-AT-VALUE> 14,321,364
<RECEIVABLES> 161,256
<ASSETS-OTHER> 2,709
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 14,485,329
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 85,946
<TOTAL-LIABILITIES> 85,946
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14,582,467
<SHARES-COMMON-STOCK> 1,470,128
<SHARES-COMMON-PRIOR> 1,027,604
<ACCUMULATED-NII-CURRENT> 2,085
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 14,105
<ACCUM-APPREC-OR-DEPREC> (171,064)
<NET-ASSETS> 14,399,383
<DIVIDEND-INCOME> 25,652
<INTEREST-INCOME> 729,053
<OTHER-INCOME> 0
<EXPENSES-NET> 48,387
<NET-INVESTMENT-INCOME> 706,318
<REALIZED-GAINS-CURRENT> 17,326
<APPREC-INCREASE-CURRENT> (219,607)
<NET-CHANGE-FROM-OPS> 504,037
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 706,318
<DISTRIBUTIONS-OF-GAINS> 23,714
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 693,519
<NUMBER-OF-SHARES-REDEEMED> 282,145
<SHARES-REINVESTED> 31,150
<NET-CHANGE-IN-ASSETS> 4,171,024
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 5,632
<GROSS-ADVISORY-FEES> 65,313
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 146,950
<AVERAGE-NET-ASSETS> 11,874,903
<PER-SHARE-NAV-BEGIN> 9.95
<PER-SHARE-NII> .59
<PER-SHARE-GAIN-APPREC> (.14)
<PER-SHARE-DIVIDEND> .59
<PER-SHARE-DISTRIBUTIONS> .02
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.79
<EXPENSE-RATIO> .41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000864508
<NAME> THE AMERICAN PERFORMANCE FUNDS
<SERIES>
<NUMBER> 9
<NAME> THE AMERICAN PERFORMANCE BALANCED FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 21,421,361
<INVESTMENTS-AT-VALUE> 22,664,060
<RECEIVABLES> 122,008
<ASSETS-OTHER> 8,912
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22,794,980
<PAYABLE-FOR-SECURITIES> 3,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 199,551
<TOTAL-LIABILITIES> 202,551
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 20,895,740
<SHARES-COMMON-STOCK> 2,002,657
<SHARES-COMMON-PRIOR> 1,209,364
<ACCUMULATED-NII-CURRENT> 2,362
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 451,628
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,242,699
<NET-ASSETS> 22,592,429
<DIVIDEND-INCOME> 272,966
<INTEREST-INCOME> 464,148
<OTHER-INCOME> 0
<EXPENSES-NET> 77,097
<NET-INVESTMENT-INCOME> 660,017
<REALIZED-GAINS-CURRENT> 675,617
<APPREC-INCREASE-CURRENT> 535,215
<NET-CHANGE-FROM-OPS> 1,870,849
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 658,319
<DISTRIBUTIONS-OF-GAINS> 216,777
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 863,012
<NUMBER-OF-SHARES-REDEEMED> 139,704
<SHARES-REINVESTED> 69,985
<NET-CHANGE-IN-ASSETS> 9,750,574
<ACCUMULATED-NII-PRIOR> 499
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 7,047
<GROSS-ADVISORY-FEES> 149,330
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 282,930
<AVERAGE-NET-ASSETS> 20,179,535
<PER-SHARE-NAV-BEGIN> 10.62
<PER-SHARE-NII> .35
<PER-SHARE-GAIN-APPREC> .79
<PER-SHARE-DIVIDEND> .35
<PER-SHARE-DISTRIBUTIONS> .48
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.28
<EXPENSE-RATIO> .38
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
