<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
AMERICAN PERFORMANCE FUNDS
3435 Stelzer Road
Columbus, Ohio 43219
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARTIN E. LYBECKER, ESQ.
Ropes & Gray
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
AMERICAN PERFORMANCE FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 16, 1997
A special meeting of the shareholders of the American Performance Funds
(the "Funds"), will be held at 9:00 a.m. at the offices of BISYS Fund Services,
Inc., 3435 Stelzer Road, Columbus, Ohio on June 16, 1997, for the following
purposes:
1. To approve or disapprove a new Sub-Investment Advisory Agreement between
the Funds' investment adviser, Bank of Oklahoma, N.A. ("BOK") and AMR
Investment Services, Inc. ("AMR") with respect to the Cash Management
Fund; and
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Trustees has fixed May 14, 1997 as the record date for
determination of shareholders entitled to vote at this meeting.
By Order of the Trustees
LOGO
D'RAY MOORE
Secretary
May 16, 1997
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS
TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE
TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO
THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3
AMERICAN PERFORMANCE FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43219
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of the American Performance Funds (the "Funds"). The proxy is
revocable at any time before it is voted by sending written notice of the
revocation to the Funds or by appearing personally at the June 16, 1997 special
meeting of shareholders of the Funds (the "Special Meeting"). The cost of
preparing and mailing the notice of meeting, the proxy card, this proxy
statement and any additional proxy material has been or is to be borne by the
Funds. Proxy solicitations will be made primarily by mail, but may also be made
by telephone, telegraph, fax or personal interview conducted by certain officers
or employees of the Funds or BISYS Fund Services, Inc. (the Funds'
administrator) or, if necessary, a commercial firm retained for this purpose. In
the event that the shareholder signs and returns the proxy ballot, but does not
indicate a choice as to any of the items on the proxy ballot, the proxy
attorneys will vote those shares in favor of such proposal(s).
Only shareholders of record at the close of business on May 14, 1997 will
be entitled to vote at the Special Meeting. On May 14, 1997, the American
Performance Cash Management Fund ("Cash Management Fund") had outstanding
356,527,287 shares of beneficial interest ("Shares"), each Share being entitled
to one vote, and each fractional Share being entitled to a proportionate
fractional vote.
For purposes of determining the presence of a quorum and counting votes on
the matters presented, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting. Under
the Investment Company Act of 1940 (the "1940 Act"), the affirmative vote
necessary to approve the matter under consideration may be determined with
reference to a percentage of votes present at the Special Meeting, which would
have the effect of treating abstentions and non-votes as if they were votes
against the proposal.
The Funds' executive offices are located at 3435 Stelzer Road, Columbus,
Ohio 43219. This proxy statement and the enclosed notice of meeting and proxy
card are first being mailed on or about May 16, 1997.
A copy of the Funds' Annual Report dated August 31, 1996 is available upon
request and may be obtained by calling 1-800-762-7085.
INTRODUCTION
This Special Meeting is being called for the following purposes: (1) to
approve or disapprove a new Sub-Investment Advisory Agreement between the Funds'
investment adviser, Bank of Oklahoma, N.A. ("BOK") and AMR Investment Services,
Inc. ("AMR") with respect to the Cash Management Fund; and (2) to transact such
other business as may properly come before the meeting or any adjournment
thereof.
Approval of Proposal (1) with respect to the Cash Management Fund requires
the affirmative vote of: (a) 67% or more of the Shares of such Fund present at
the Special Meeting, if the holders of more than 50% of the outstanding Shares
are present or represented by proxy, or (b) more than 50% of the outstanding
Shares of such Fund, whichever is less.
PROPOSAL (1)
APPROVAL OR DISAPPROVAL OF NEW SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN BOK AND AMR WITH RESPECT TO THE CASH MANAGEMENT FUND
BOK, at its own expense, currently employs AMR as the sub-adviser to the
Cash Management Fund. BOK wishes additional flexibility with respect to the
amount of compensation it pays to AMR for this service. It is therefore being
proposed that a new sub-investment advisory agreement be approved between BOK
and
<PAGE> 4
AMR. All of the terms of the new sub-investment advisory agreement would be the
same as those of the existing sub-investment advisory agreement, except for the
fees to be paid to AMR by BOK, which would be increased up to .40% of the Fund's
average daily net assets. The investment advisory fee of .40% paid by the Fund
to BOK will remain unchanged. A copy of the proposed sub-investment advisory
agreement between BOK and AMR (the "New Sub-Advisory Agreement") appears as
Exhibit A to this proxy statement.
AMR currently serves as the sub-investment adviser to the Cash Management
Fund pursuant to a sub-advisory agreement between BancOklahoma Trust Company
("BOTC") and AMR dated as of October 1, 1994 (the "Current Sub-Advisory
Agreement"). (Effective March 31, 1997, BOTC merged into its parent, BOK.) The
Current Sub-Advisory Agreement was last submitted to a vote of the shareholders
of the Cash Management Fund on September 24, 1994, for the purpose of approving
the Current Sub-Advisory Agreement when AMR became the sub-investment adviser to
the Cash Management Fund.
Under the Current Sub-Advisory Agreement, AMR agrees to furnish an
investment program with respect to, and make investment decisions for, the Cash
Management Fund and to place all orders for the purchase and sale of securities
for the Fund. For the services provided and the expenses assumed pursuant to the
Current Sub-Advisory Agreement, BOK pays AMR a fee computed daily and paid
monthly in arrears at an annual rate of fifteen one-hundredths of one percent
(.15%) of the Fund's average daily net assets. For the fiscal year ended August
31, 1996, AMR received, after fee waivers, sub-investment advisory fees of
$487,172.
The Funds' Trustees, including a majority of Trustees who are not
interested persons of the Funds, BOK, or AMR, unanimously approved the New
Sub-Advisory Agreement at a meeting held on April 17, 1997 and directed that it
be submitted to the shareholders of the Cash Management Fund for their approval.
The New Sub-Advisory Agreement differs from the Current Sub-Advisory Agreement
only in that the compensation which BOK will pay to AMR under the contract is
changed to 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. Had
the proposed new fee arrangement been in effect, for the fiscal year ended
August 31, 1996, absent any fee waivers, AMR would have received an amount
between a minimum of $498,295 and a maximum of $1,328,786. If the maximum fee
had been received by AMR, this would have been 173% higher than the fee AMR is
entitled to receive under the Current Sub-Advisory Agreement. If the minimum fee
had been received, there would have been no increase.
BOK desires more flexibility in the amount it can pay AMR in order to allow
it to better manage its relationship with AMR. A flexible fee structure will
allow BOK to react to changes in circumstances with respect to the duties,
expenses, and liabilities AMR has assumed under the Sub-Advisory Agreement,
while the fixed fee under the Current Sub-Advisory Agreement could be too rigid
to allow appropriate reactions to changing circumstances.
The Trustees agree that the flexibility that would be afforded by the fee
structure under the New Sub-Advisory Agreement will be in the best interests of
the Cash Management Fund and its Shareholders. The Trustees placed particular
significance on the fact that the recommended change will not cause an increased
level of expense to the Fund, since all sub-advisory fees are paid by BOK. The
amount of the investment advisory fee that BOK is entitled to from the Cash
Management Fund will not be changed under the proposal. Shareholders of the Cash
Management Fund will not experience an increase in investment advisory fees.
All other provisions of the Current Sub-Advisory Agreement would remain the
same. BOK continues to have full responsibility for providing investment
advisory services to the Cash Management Fund. BOK will discharge this
responsibility in part through retention of AMR, at BOK's sole expense, to
manage the day-to-day investment program of the Fund. BOK will oversee the
activities of AMR and will be responsible for setting any policies it deems
appropriate for AMR's activities, subject to the direction of the Funds'
Trustees. The same personnel of AMR who have provided investment advice in the
past will continue to do so pursuant to the New Sub-Advisory Agreement.
The New Sub-Advisory Agreement continues to provide that AMR will not be
liable for any error of judgment or mistake of law or any loss suffered by BOK
or by the Funds in connection with its services under
2
<PAGE> 5
the Agreement except a loss resulting from willful misfeasance, bad faith, or
gross negligence on the part of AMR in the performance of its duties or from the
reckless disregard by AMR of its obligations and duties under the Agreement. In
addition, AMR shall not be liable for any actions taken or non-actions with
respect to the performance of services under the New Sub-Advisory Agreement
based upon specific information, instructions, or requests given or made to AMR
in writing by BOK which instructions, or requests are properly executed or acted
upon by AMR.
Unless sooner terminated, the New Sub-Advisory Agreement will continue for
an initial term ending August 1, 1998 and will thereafter continue for
successive one-year terms, provided that such continuation is specifically
approved at least annually by the Funds' Trustees, or by the vote of a majority
of the outstanding shares of the Cash Management Fund and, in either case, by a
majority of the Trustees who are not interested persons as defined in the 1940
Act, by vote cast in person at a meeting called for such purpose. The New Sub-
Advisory Agreement is terminable at any time, without penalty, by vote of the
Trustees, by BOK, by majority vote of the outstanding shares of the Cash
Management Fund, or by AMR upon 60 days' written notice. The New Sub-Advisory
Agreement will terminate automatically in the event of its assignment, as
defined in the 1940 Act.
If the New Sub-Advisory Agreement is approved by shareholders, it will be
executed and effective on or about June 16, 1997. In the event that holders of a
majority of the outstanding Shares of the Cash Management Fund vote in the
negative with respect to the approval of the New Sub-Advisory Agreement, the
Trustees will consider such further action as it may determine to be in the best
interests of the Cash Management Fund shareholders.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE CASH MANAGEMENT
FUND VOTE TO APPROVE THE NEW SUB-ADVISORY AGREEMENT.
INFORMATION ABOUT BOK
The offices of Bank of Oklahoma, N.A. ("BOK") are located at Bank of
Oklahoma Tower, One Williams Center, Tulsa, Oklahoma 74103. Substantially all of
the capital stock of BOK is owned by BOK Financial Corporation ("BOK
Financial"). BOK Financial is controlled by its principal shareholder, George B.
Kaiser.
BOK Financial (previously named "Acquisition Holding Company") was
incorporated under the laws of the State of Oklahoma on October 24, 1990, for
the purpose of purchasing the interest of the Federal Deposit Insurance
Corporation ("FDIC") in BOK. George B. Kaiser, the organizing shareholder of BOK
Financial,, currently owns over 79% of the shares of BOK Financial common stock,
which he acquired pursuant to a purchase and sale agreement dated October 25,
1990 among Mr. Kaiser, the FDIC and BOK Financial. Mr. Kaiser became a
controlling person of BOK Financial and, therefore, of BOK on June 7, 1991. Mr.
Kaiser also serves as Chairman of the Board and Chief Executive Officer of BOK.
Mr. Kaiser's address is: George B. Kaiser, President & CEO, Kaiser-Francis Oil
Company, P.O. Box 21468, Tulsa, OK 74121-1468.
BOK does not serve as an investment adviser to any other registered
investment company.
INFORMATION ABOUT AMR
AMR, a Delaware corporation, is a wholly-owned subsidiary of AMR
Corporation, the parent company of American Airlines, Inc., and was organized in
1986 to provide business management, advisory, administrative and asset
management consulting services to the AMR Investment Services Trust ("AMR
Trust"), the American AAdvantage Funds ("AAdvantage Funds"), the American
AAdvantage Mileage Funds ("Mileage Funds") and other investors. The principal
offices of both AMR and AMR Corporation are at 4333 Amon Carter Boulevard, Fort
Worth, Texas 76155. As of March 31, 1997, AMR had assets under management
(including assets under fiduciary advisory control) totaling approximately $17
billion, including approximately $7 billion under active management and $10
billion as named fiduciary or fiduciary adviser. Of the total, approximately $12
billion in assets are related to AMR Corporation.
3
<PAGE> 6
The AMR Trust, the AAdvantage Funds and the Mileage Funds operate under a
Hub and Spoke(R)(1) structure, pursuant to which each AAdvantage Fund and each
Mileage Fund invests all of its investable assets in a corresponding portfolio
of the AMR Trust which has an investment objective identical to the investing
fund. The following funds for which AMR acts as investment adviser have similar
investment objectives to the Cash Management Fund.
<TABLE>
<CAPTION>
ASSETS AS OF AMR'S FEES
MARCH 31, 1997 ----------------------
NAME OF FUND ($ MILLIONS) MANAGEMENT OTHER
- ------------------------------------------------------------------------- ---------- ---------
<S> <C> <C> <C>
American AAdvantage Money Market Fund...................... 1,522 .15% .05%
American AAdvantage Money Market Mileage Fund.............. 133 .15% .05%
American AAdvantage Municipal Money Market Fund............ 66 .15% .05%
American AAdvantage Municipal Money Market Mileage Fund.... 29 .15% .05%
American AAdvantage U.S. Govt. Money Market Fund........... 111 .15% .05%
American AAdvantage U.S. Govt. Money Market Mileage Fund... 12 .15% .05%
INTRUST Money Market Fund.................................. 65 .20%
</TABLE>
For the fiscal year ended August 31, 1996, AMR received $2,464,110 and
$1,421,549 in management fees and administrative services fees, respectively,
from the above AAdvantage and Mileage Funds and their corresponding portfolios
of the AMR Trust. During the same period, $42,166
The principal executive officers and directors of AMR, are as follows:
<TABLE>
<CAPTION>
NAME AND POSITION WITH AMR OTHER SUBSTANTIAL OCCUPATION TYPE OF BUSINESS
- ---------------------------- --------------------------------------- ----------------------
<S> <C> <C>
Robert L. Crandall.......... Chairman, President and Chief Executive Airline; Travel and
Director and Chairman Officer, AMR Corporation; Director, Information
Chairman, and Chief Executive Officer, Technology; Oil
American Airlines, Inc.; Director, The Service
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 Corporation; Information Technology
Director, The Sabre Group, Inc. Mr.
Arpey also serves as an officer and/or
director of various subsidiaries of AMR
Corporation.
Jeffrey M. Jackson.......... Vice President of Corporate Development Airline
Vice President and Treasurer 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 Corporatifon.
</TABLE>
- ---------------
1"Hub and Spoke" is a registered service mark of Signature Financial Group Inc.
and $1,646 in management fees and administrative services fees, respectively,
were waived by AMR. The INTRUST Money Market Fund had not commenced operations
as of August 31, 1996.
4
<PAGE> 7
<TABLE>
<CAPTION>
NAME AND POSITION WITH AMR OTHER SUBSTANTIAL OCCUPATION TYPE OF BUSINESS
- ---------------------------- --------------------------------------- ----------------------
<S> <C> <C>
Charles D. Marlett.......... Corporate Secretary, AMR Corporation; Airline; the Arts
Secretary 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 General Airline; Travel and
Director Counsel, AMR Corporation; Senior Vice Information
President, Administration and General Technology; Energy
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.
William F. Quinn............ President, AMR Investment Services, Investment Adviser;
President Inc.; Chairman and Director, American Credit Union; REIT;
Airlines Employees Federal Credit Airline
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.
</TABLE>
The address of each director or officer of AMR is 4333 Amon Carter Blvd.,
Fort Worth, Texas 76155.
AFFILIATED BROKER TRANSACTIONS
In the fiscal year ended August 31, 1996, there were no brokerage
commissions paid to affiliated brokers of the Cash Management Fund, BOK, AMR, or
BISYS Fund Services.
OTHER MATTERS AND DISCRETION
OF PERSONS NAMED IN THE PROXY
While the Special Meeting is called to act upon any other business that may
properly come before it, at the date of this proxy statement the only business
which the management intends to present or knows that others will present is the
business stated in the Notice of Meeting. If any other matters lawfully come
before the Special Meeting, and in all procedural matters at said Special
Meeting, it is the intention that the enclosed proxy shall be voted in
accordance with the best judgment of the persons named as proxies therein, or
their substitutes, present and acting at the Special Meeting.
If at the time any session of the Special Meeting is called to order, a
quorum is not present, in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies that they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment. A vote may be taken on one or more
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<PAGE> 8
of the proposals in this proxy statement prior to any such adjournment if
sufficient votes for its or their approval have been received and it is
otherwise appropriate.
As of May 14, 1997, the Fund believes that BOK was the shareholder of
record of 99.8% of the Shares of the Cash Management Fund. As of May 14, 1997,
the Fund believes that BOK had voting power with respect to 59.9% of the Cash
Management Fund Shares. As a result, BOK may be deemed to be a "controlling
person" of the Fund under the 1940 Act.
The following list indicates the beneficial ownership of the shareholders
who, to the best knowledge of the Fund, are the beneficial owners of more than
5% of the outstanding Shares of the Fund as of May 14, 1997:
CASH MANAGEMENT FUND
<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL
NAME AND ADDRESS OWNERSHIP (SHARES) PERCENT OF FUND (%)
------------------------------------------------- -------------------- -------------------
<S> <C> <C>
TU Holding Account............................... 18,520,275 5.19%
Bank of Oklahoma Trustee
One Williams Center
Tulsa, Oklahoma 74192
Mayer, Brown & Platt Savings Plan................ 18,874,214 5.29%
Bank of Oklahoma Trustee
One Williams Center
Tulsa, Oklahoma 74192
</TABLE>
As of May 14, 1997, the Officers and Trustees of the Funds owned less than
1% of the Fund's outstanding Shares.
INFORMATION ABOUT BISYS FUND SERVICES
The Fund's principal distributor and administrator is BISYS Fund Services,
Inc., 3435 Stelzer Road, Columbus, Ohio 43219. BISYS Fund Services, Inc. is
wholly owned by The BISYS Fund, 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 following persons are officers of
the Funds and may be deemed to have an interest in BISYS Fund Services, Inc. by
virtue of their status as employees and/or executive officers of that company:
<TABLE>
<CAPTION>
OFFICER OF THE
NAME POSITION WITH FUNDS AGE FUNDS SINCE
-------------------------------- -------------------------------- --- --------------
<S> <C> <C> <C>
Walter B. Grimm................. Chairman, President and Trustee 51 1992
D'Ray Moore..................... Vice President and Secretary 38 1995
Alaina V. Metz.................. Assistant Secretary 29 1995
William J. Tomko................ Vice President 38 1991
Thomas E. Line.................. Treasurer 29 1997
George O. Martinez.............. Vice President 38 1995
</TABLE>
If you do not expect to attend the Special Meeting, please sign your proxy
card promptly and return it in the enclosed envelope to avoid unnecessary
expense and delay. No postage is necessary.
May 16, 1997
6
<PAGE> 9
EXHIBIT A
FORM OF SUB-INVESTMENT ADVISORY AGREEMENT
AMERICAN PERFORMANCE CASH MANAGEMENT FUND
AGREEMENT executed as of [DATE OF SHAREHOLDER APPROVAL] 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;
(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
A-1
<PAGE> 10
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 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
(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
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<PAGE> 11
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.
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 requirements 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.)
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<PAGE> 12
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
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:
--------------------------------------
Title:
--------------------------------------
AMR INVESTMENT SERVICES, INC.
By:
--------------------------------------
Title:
--------------------------------------
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<PAGE> 13
AMERICAN PERFORMANCE CASH MANAGEMENT FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, JUNE 16, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF AMERICAN PERFORMANCE
CASH MANAGEMENT FUND.
The undersigned hereby appoints Alaina Metz and Dana Gentile and each of
them separately, proxies, with power of substitution, and hereby authorizes them
to represent and to vote, as designated below, at the Special Meeting of
Shareholders of American Performance Cash Management Fund on Monday, June 16,
1997, at 9:00 a.m., Eastern time, and at any adjournments thereof, all of the
shares of the Fund which the undersigned would be entitled to vote if personally
present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
PLEASE VOTE AND SIGN ON OTHER SIDE
AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
NOTE: Please sign exactly as name appears on this card. All joint owners should
sign. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such, if a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, sign in the partnership name.
1. Approval of the new Sub-Investment Advisory Agreement between Bank of
Oklahoma and AMR Investment Services, Inc. with respect to the Cash
Management Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please be sure to sign and date this Proxy.
...........................................
Shareholder sign here
...........................................
Co-owner sign here
Dated: ............................. , 1997
