<PAGE> 1
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] 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, OH 43219
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ALAN G. PRIEST, ESQ.
Ropes & Gray
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies: .... N/A
2) Aggregate number of securities to which transaction applies: ....... N/A
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 is calculated and state how it was determined): ............. N/A
4) Proposed maximum aggregate value of transaction: ................... N/A
5) Total fee paid: .................................................... N/A
[ ] 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: ............................................................
Notes:
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<PAGE> 2
IMPORTANT SHAREHOLDER INFORMATION
American Performance Funds
The document you hold in your hands contains your proxy statement and proxy
card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells
us how to vote on your behalf on important issues relating to your Fund. The
proxy card may be completed by checking the appropriate box voting for or
against the specific proposals relating to your Fund. If you simply sign the
proxy without specifying a vote, your shares will be voted in accordance with
the recommendations of the Board of Trustees.
We urge you to take the time to read the proxy statement, fill out the proxy
card, and return it to us. Voting your proxy, and doing so promptly, ensures
that the Funds will not need to conduct additional mailings. When shareholders
do not return their proxies in sufficient numbers, we will incur the expense of
follow-up solicitations.
Please take a few moments to exercise your right to vote. Thank you.
<PAGE> 3
AMERICAN PERFORMANCE FUNDS
Notice of Special Meeting of Shareholders
of
the American Performance Cash Management Fund,
the American Performance Intermediate Bond Fund,
the American Performance Short-Term Income Fund, and
the American Performance Balanced Fund
to be held on December 16, 1999
A Special Meeting of the shareholders of the American Performance Cash
Management Fund (the "Cash Management Fund"), the American Performance
Intermediate Bond Fund (the "Intermediate Bond Fund"), the American Performance
Short-Term Income Fund (the "Short-Term Income Fund"), and the American
Performance Balanced Fund (the "Balanced Fund") will be held at 10:00 a.m.,
Eastern time, at the offices of the American Performance Funds, at 3435 Stelzer
Road, Columbus, OH 43219 on December 16, 1999 for the following purposes:
1. To consider the amendment of the Cash Management Fund's concentration
policy and related concentration restriction.
2. To consider the amendment of the Intermediate Bond Fund's investment
objective.
3. To consider the amendment of the Short-Term Income Fund's investment
objective.
4. To consider the amendment of the Balanced Fund's investment objective.
5. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Trustees has fixed November 1, 1999 as the record date for
determination of shareholders entitled to vote at this Special Meeting.
By Order of the Trustees,
JEFFREY CUSICK
Vice President and Secretary
American Performance Funds
November 19, 1999
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE> 4
To American Performance Fund Shareholders:
The purpose of this proxy package is to announce that a Shareholder Meeting
(the "Meeting") for the American Performance Cash Management Fund (the "Cash
Management Fund"), the American Performance Intermediate Bond Fund (the
"Intermediate Bond Fund"), the American Performance Short-Term Income Fund (the
"Short-Term Income Fund"), and the American Performance Balanced Fund (the
"Balanced Fund") has been scheduled for December 16, 1999. The purpose of this
Meeting is to submit to the Shareholders for a vote a very important matter
regarding the management of the Cash Management Fund, the Intermediate Bond
Fund, the Short-Term Income Fund, and the Balanced Fund.
After considering the present concentration policy and related
concentration restriction of the Cash Management Fund the Trustees of the
American Performance Funds have concluded that it would be in the best interests
of the Funds' Shareholders to amend the Fund's concentration policy and its
related restriction. The amendment to the concentration policy would no longer
require that the Fund invest more than 25% of its assets in obligations issued
by the banking industry. However, the proposed concentration policy and related
investment restriction would allow the Fund the freedom of action to concentrate
its investments in certain bank instruments.
After considering the present investment objective of the Intermediate Bond
Fund, the Short-Term Income Fund, and the Balanced Fund the Trustees of the
American Performance Funds have concluded that it would be in the best interests
of the Funds' Shareholders to amend each Fund's investment objective. The
Intermediate Bond Fund would seek to maximize total return by investing
primarily in an actively managed, diversified portfolio of intermediate bonds
and other fixed income securities. The Short-Term Income Fund would seek to
maximize total return by investing primarily in an actively managed, diversified
portfolio of short-term bonds and other fixed income securities. The Balanced
Fund would seek capital appreciation and income by investing primarily in a
broadly diversified portfolio of securities, including common stocks, preferred
stocks and bonds.
The attached proxy statement is designed to give you information relating
to the proposal on which you will be asked to consider and vote.
While you are, of course, welcome to join us at the Meeting, most
Shareholders cast their votes by filling out and signing the enclosed proxy
card. In order to conduct the Meeting a majority of shares must be represented
either in person or by proxy. Whether or not you plan to attend the Meeting, we
need your vote. Please mark, sign and date the enclosed proxy card and return it
promptly in the enclosed, postage-paid envelope so that the maximum number of
shares may be voted.
We encourage you to read the enclosed proxy statement thoroughly. In
addition, we have included on the next page a list of some commonly asked
questions and answers. If you have any additional questions, please call your
account administrator, investment representative, or American Performance Funds
directly at 1-800-762-7085.
Your vote is very important to us. As always, we thank you for your
confidence and support.
Sincerely,
/s/ Walter B. Grimm
- ---------------------------------
WALTER B. GRIMM
President
American Performance Funds
<PAGE> 5
PLEASE SIGN AND RETURN THE ENCLOSED PROXY BALLOT CARD
YOUR VOTE IS VERY IMPORTANT
Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO AMEND THE CONCENTRATION POLICY AND
RELATED CONCENTRATION RESTRICTION OF THE CASH MANAGEMENT FUND?
A. After considering the Fund's present concentration policy and related
restriction, the Board of Trustees of the American Performance Funds has
determined that a policy that permits, but does not require, the Fund to
concentrate in bank instruments will better position the Fund to react to
ever changing market conditions.
Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO AMEND THE INVESTMENT OBJECTIVE OF
THE INTERMEDIATE BOND FUND, THE SHORT-TERM INCOME FUND, AND THE BALANCED
FUND?
A. After considering each Fund's present investment objective, the Board of
Trustees of the American Performance Funds has determined that market
conditions indicate the desirability of focusing on seeking total return for
the Intermediate Bond Fund and the Short-Term Income Fund and seeking
capital appreciation and income for the Balanced Fund.
Q. WHAT WILL HAPPEN TO MY INVESTMENT IN THE INTERMEDIATE BOND FUND, THE SHORT-
TERM INCOME FUND, AND THE BALANCED FUND IF THIS PROPOSAL IS APPROVED?
A. In making future investments, the Fund assets will be invested according to
the principal objective of seeking total return for the Intermediate Bond
Fund and the Short-Term Income Fund and seeking capital appreciation and
income for the Balanced Fund. This will be a gradual process that is not
expected to significantly increase portfolio turnover.
Q. WHAT IF I DO NOT RETURN MY PROXY VOTING BALLOT?
A. In order to conduct the Shareholder Meeting, a quorum must be present, in
person or by proxy. A quorum is defined as representation of over 50% of the
shares outstanding for the Fund as of November 1, 1999. In the event that
not enough shareholders return the enclosed proxy ballot card to achieve
quorum, we will be forced to incur additional expenses associated with
additional solicitations. In order to avoid additional costs, please return
the completed proxy ballot as soon as possible.
Q. HOW DOES THE BOARD SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Trustees of the American
Performance Funds, including the independent members, unanimously recommends
that you vote "FOR" all of the items on the enclosed proxy ballot. The Board
also wishes to remind you to vote and return all the proxy ballot cards you
receive.
Q. WHO SHOULD I CALL WITH QUESTIONS ABOUT THIS PROXY?
A. If you have any questions regarding this proxy, please contact your account
administrator, investment representative, or the American Performance Funds
directly at 1-800-762-7085.
THE INFORMATION PROVIDED IN THIS "Q&A" IS SUPPORTED
BY DISCLOSURES CONTAINED IN THE ACCOMPANYING PROXY STATEMENT
<PAGE> 6
AMERICAN PERFORMANCE FUNDS
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of the American Performance Funds with respect to the American
Performance Cash Management Fund (the "Cash Management Fund"), the American
Performance Intermediate Bond Fund (the "Intermediate Bond Fund"), the American
Performance Short-Term Income Fund (the "Short-Term Income Fund"), and the
American Performance Balanced Fund (the "Balanced Fund"). 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 December 16, 1999 special meeting of
shareholders of the Funds (the "Special Meeting").
Only shareholders of record at the close of business on November 1, 1999
will be entitled to vote at the Special Meeting. As of November 1, 1999, there
were issued and outstanding Shares of the Cash Management Fund,
Shares of the Intermediate Bond Fund, Shares of
the Short-Term Income Fund, and Shares of the Balanced Fund, each
Share being entitled to one vote, and each fractional Share being entitled to a
proportionate fractional vote. Shareholders of each Fund will vote on the
proposal to amend the Fund's objective and on any other business as may properly
come before the Special Meeting.
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 Agreement and Declaration of Trust and Bylaws of the American
Performance Funds do not provide for annual shareholder meetings, and no such
meetings are planned for 2000. Proposals that shareholders would like to have
included in a proxy statement for any future meeting must be received by the
American Performance Funds within a reasonable period of time prior to printing
and mailing proxy materials for such meeting.
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 November 19, 1999.
A copy of the Funds' Annual Report dated August 31, 1999 and Semi-Annual
Report dated February 28, 1999, is available upon request and may be obtained by
calling 1-800-762-7085. These documents are also available on American
Performance Funds' web site at www.apfunds.com
<PAGE> 7
PROPOSAL 1
APPROVAL OR DISAPPROVAL OF THE AMENDMENT
OF THE CASH MANAGEMENT FUND'S CONCENTRATION POLICY AND
RELATED CONCENTRATION RESTRICTION
After considering the present concentration policy and related industry
concentration restriction of the Cash Management Fund, the Trustees of the
American Performance Funds have concluded that it would be in the best interests
of the Fund's Shareholders to amend the Fund's policy and restriction.
The Cash Management Fund's concentration policy and concentration
restriction would be amended as follows:
CURRENT POLICY
"The Fund will concentrate its investments in obligations issued by the
banking industry. Concentration in this context means the investment of more
than 25% of the Fund's assets in such investments."
PROPOSED POLICY
"The Fund may, from time to time, concentrate its investments in certain
securities issued by U.S. banks, U.S. branches of foreign banks and foreign
branches of U.S. banks."
CURRENT RESTRICTION
The Cash Management Fund will not purchase any securities which would cause
more than 25% of the value of the Fund's total assets at the time of purchase to
be invested in securities of one or more issuers conducting their principal
business activities in the same industry, provided that (a) there is no
limitation with respect to obligations issued or guaranteed by the U.S.
government or its agencies or instrumentalities, obligations issued by
commercial banks and bank holding companies, repurchase agreements secured by
bank instruments or obligations of the U.S. government or its agencies or
instrumentalities and obligations issued by commercial banks and bank holding
companies primarily engaged in the banking industry; (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.
PROPOSED RESTRICTION
The Cash Management Fund will not purchase any securities which would cause
more than 25% of the value of the Fund's total assets at the time of purchase to
be invested in securities of one or more issuers conducting their principal
business activities in the same industry, provided that (a) there is no
limitation with respect to obligations issued or guaranteed by the U.S.
government or its agencies or instrumentalities, repurchase agreements secured
by obligations of the U.S. government or its agencies or instrumentalities, bank
certificates of deposits, bankers' acceptances, and repurchase agreements
secured by bank instruments (such bank certificates of deposits, banker's
acceptances, and repurchase agreements secured by bank instruments may be issued
or guaranteed by U.S. banks and U.S. branches of foreign banks); (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.
ANALYSIS OF PROPOSED CHANGES
Currently, the Funds' has a concentration policy which mandates the
investment of more than 25% of the Fund's assets in obligations issued by the
banking industry. However, both in current market conditions and, more
importantly, over longer time periods, the portfolio manager of the Fund
believes that a concentration policy which enables the Fund the flexibility to
concentrate in a limited pool of bank instruments holds the most promise of
maximizing performance for shareholders.
Of course, in the past, and almost certainly in the future, there may be
periods where a banking industry concentration policy will produce greater
yields and lower volatility than will the proposed flexible concentration
policy. Nonetheless, the management of the Fund believes that by adopting a
flexible concentration policy, the Fund will provide greater value to its
shareholders over time.
If shareholders approve the proposed policy, its implementation will take
place gradually as obligations held by the Fund, issued by the banking industry,
mature.
2
<PAGE> 8
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
After due deliberation, on October 21, 1999, the Trustees unanimously
approved the amendment of the Fund's investment objective and resolved that the
proper time had come to present the issue to the shareholders. Shareholder
approval of the proposed amendment to the concentration policy and related
investment restriction requires the affirmative vote of: (a) 67% or more of the
Shares of the 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.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENT OF
THE FUND'S CONCENTRATION POLICY.
PROPOSAL 2
APPROVAL OR DISAPPROVAL OF THE AMENDMENT
OF THE INTERMEDIATE BOND FUND'S INVESTMENT OBJECTIVES
After considering the present investment objective of the Intermediate Bond
Fund, the Trustees of the American Performance Funds have concluded that it
would be in the best interests of the Fund's Shareholders to amend the Fund's
objective.
The Intermediate Bond Fund's investment objective would be amended as
follows:
CURRENT OBJECTIVE
"to seek current income consistent with preservation of capital by
investing primarily in a diversified portfolio of intermediate bonds and other
fixed income securities."
PROPOSED OBJECTIVE
"to seek to maximize total return by investing primarily in an actively
managed, diversified portfolio of intermediate bonds and other fixed income
securities."
ANALYSIS OF PROPOSED CHANGE
Total return is generated from a combination of capital appreciation (i.e.,
increases in the value of the bonds the Fund holds) and interest income from
those bonds. Currently, the Fund's investment objective directs the portfolio
manager to seek current income. However, both in current market conditions and,
more importantly, over longer time periods, the portfolio manager of the Fund
believes that the ability to react to ever changing market conditions that will
be afforded by an investment objective that allows the portfolio manager to
manage for either or both components of total return holds the most promise of
maximizing performance for shareholders. Of course, in the past, and almost
certainly in the future, there may be periods where a strategy of seeking solely
income will produce greater yields and lower volatility than seeking total
return. Furthermore, there can be no assurance that the Fund will succeed in
meeting its investment objective. Nonetheless, the management of the Fund
believes that by considering total return in managing the Intermediate Bond
Fund, and not focusing on current income, the Fund will provide greater value to
its shareholders over time.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
After due deliberation, on October 21, 1999, the Trustees unanimously
approved the amendment of the Fund's investment objective and resolved that the
proper time had come to present the issue to the shareholders. Shareholder
approval of the proposed amendment to the investment objective requires the
affirmative vote of: (a) 67% or more of the Shares of the 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.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENT OF
THE FUND'S INVESTMENT OBJECTIVE.
3
<PAGE> 9
PROPOSAL 3
APPROVAL OR DISAPPROVAL OF THE AMENDMENT TO THE
SHORT-TERM INCOME FUND'S INVESTMENT OBJECTIVE
The Short-Term Income Fund's investment objective would be amended as
follows:
CURRENT OBJECTIVE
"to seek current income, consistent with preservation of capital, by
investing primarily in a diversified portfolio of short-term bonds and other
fixed income securities."
PROPOSED OBJECTIVE
"to seek to maximize total return by investing primarily in an actively
managed diversified portfolio of short-term bonds and other fixed income
securities."
ANALYSIS OF PROPOSED CHANGE
Total return is generated from a combination of capital appreciation (i.e.,
increases in the value of the bonds the Fund holds) and interest income from
those bonds. Currently, the Fund's investment objective directs the portfolio
manager to seek current income. However, both in current market conditions and,
more importantly, over longer time periods, the portfolio manager of the Fund
believes that the ability to react to ever changing market conditions that will
be afforded by an investment objective that allows the portfolio manager to
manage for either or both components of total return holds the most promise of
maximizing performance for shareholders. Of course, in the past, and almost
certainly in the future, there may be periods where a strategy of seeking solely
income will produce greater yields and lower volatility than seeking total
return. Furthermore, there can be no assurance that the Fund will succeed in
meeting its investment objective. Nonetheless, the management of the Fund
believes that by considering total return in managing the Short-Term Income
Fund, and not focusing on current income, the Fund will provide greater value to
its shareholders over time.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
After due deliberation, on October 21, 1999, the Trustees unanimously
approved the amendment of the Fund's investment objective and resolved that the
proper time had come to present the issue to the shareholders. Shareholder
approval of the proposed amendment to the investment objective requires the
affirmative vote of: (a) 67% or more of the Shares of the 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 4
APPROVAL OR DISAPPROVAL OF THE AMENDMENT
TO THE BALANCED FUND'S INVESTMENT OBJECTIVE
The Balanced Fund's investment objective would be amended as follows:
CURRENT OBJECTIVE
"to seek current income and, secondarily, long-term capital growth by
investing primarily in a broadly diversified portfolio of securities, including
common stocks, preferred stocks and bonds."
PROPOSED OBJECTIVE
"to seek capital appreciation and income by investing primarily in a
broadly diversified portfolio of securities, including common stocks, preferred
stocks and bonds."
ANALYSIS OF PROPOSED CHANGE
Currently, the Fund's investment objective directs the portfolio manager to
seek current income and, secondarily, long-term capital growth. However, both in
current market conditions and, more importantly, over longer time periods, the
portfolio manager of the Fund believes that the ability to react to ever
changing market conditions that will be afforded by an investment objective that
allows the portfolio manager to manage simultaneously for capital appreciation
and income holds the most promise of maximizing performance for
4
<PAGE> 10
shareholders. Of course, in the past, and almost certainly in the future, there
may be periods where a strategy of seeking principally income will produce
greater yields and lower volatility than does a strategy of seeking both capital
appreciation and income. Furthermore, there can be no assurance that the Fund
will succeed in meeting its investment objective. Nonetheless, the management of
the Fund believes that by seeking capital appreciation and income in managing
the Balanced Fund, and not focusing primarily on current income and,
secondarily, long-term capital growth, the Fund will provide greater value to
its shareholders over time.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
After due deliberation, on October 21, 1999, the Trustees unanimously
approved the amendment of the Funds' investment objective and resolved that the
proper time had come to present the issue to the shareholders. Shareholder
approval of the proposed amendment to the investment objective requires the
affirmative vote of: (a) 67% or more of the Shares of each 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.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENT OF
THE FUNDS' INVESTMENT OBJECTIVE.
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 the 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.
In the event that a shareholder signs and returns the proxy card, but does
not indicate a choice on the proxy card, the proxy attorneys will vote those
shares in favor of the liquidation proposal.
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 American Performance Funds or American Performance Funds' service
providers or, if necessary, a commercial firm retained for this purpose. The
cost of preparing and mailing the notice of meeting, the proxy card, this proxy
statement and any additional proxy material will be borne by the Funds'
Administrator. Brokerage firms and others will be reimbursed for their expenses
in forwarding solicitation materials to the beneficial owners of Shares of the
Funds.
The Funds' Investment Advisor is Bank of Oklahoma, N.A., a subsidiary of
BOK Financial Corporation.
The Funds' principal distributor and administrator is BISYS Fund Services,
an Ohio Limited Partnership and subsidiary of The BISYS Group, Inc.
As of October 26, 1999, the American Performance Funds believe that Bank of
Oklahoma, N.A. and its bank affiliates were the Shareholders of record of %
of the Cash Management Fund's Shares, % of the Intermediate Bond Fund's
Shares, % of the Short-Term Income Fund's Shares, and % of the
Balanced
5
<PAGE> 11
Fund's Shares. As a consequence, Bank of Oklahoma, N.A. may be deemed to be a
controlling person of the Cash Management Fund, the Intermediate Bond Fund, the
Short-Term Income Fund, and the Balanced Fund under the 1940 Act.
The following list indicates the beneficial ownership of the shareholders
who, to the best knowledge of American Performance Funds, were the owners of 5%
or more of the outstanding Shares of the Cash Management Fund as of October 26,
1999:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- -------------
<S> <C>
Superstar Netlink 10.2%
7140 Lewis Avenue
Tulsa, OK 74136
</TABLE>
The following list indicates the ownership of record of the shareholders
who, to the best knowledge of American Performance Funds, were the owners of 5%
or more of the outstanding Shares of the Cash Management Fund as of
, 1999:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- -------------
<S> <C>
</TABLE>
The following list indicates the beneficial ownership of the shareholders
who, to the best knowledge of American Performance Funds, were the owners of 5%
or more of the outstanding Shares of the Intermediate Bond Fund as of October
26, 1999:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- -------------
<S> <C>
None
</TABLE>
The following list indicates the ownership of record of the shareholders
who, to the best knowledge of American Performance Funds, were the owners of 5%
or more of the outstanding Shares of the Intermediate Bond Fund as of
, 1999:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- -------------
<S> <C>
</TABLE>
6
<PAGE> 12
The following list indicates the beneficial ownership of the shareholders
who, to the best knowledge of American Performance Funds, were the owners of 5%
or more of the outstanding Shares of the Short-Term Income Fund as of October
26, 1999:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- -------------
<S> <C>
James L. Sharp Irrev. Trust 8.8%
P.O. Box 2300
Tulsa, OK 74192
</TABLE>
The following list indicates the ownership of record of the shareholders
who, to the best knowledge of American Performance Funds, were the owners of 5%
or more of the outstanding Shares of the Short-Term Income Fund as of
, 1999:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- -------------
<S> <C>
</TABLE>
The following list indicates the beneficial ownership of the shareholders
who, to the best knowledge of American Performance Funds, were the owners of 5%
or more of the outstanding Shares of the Balanced Fund as of October 26, 1999:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- -------------
<S> <C>
BOK Pension Plan 36.9%
P.O. Box 2300
Tulsa, OK 74192
RCB Bank 401K 8.3%
P.O. Box 2300
Tulsa, OK 74192
Nordam 401K 6.6%
P.O. Box 2300
Tulsa, OK 74192
</TABLE>
The following list indicates the ownership of record of the shareholders
who, to the best knowledge of American Performance Funds, were the owners of 5%
or more of the outstanding Shares of the Balanced Fund as of
, 1999:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- -------------
<S> <C>
</TABLE>
As of October 26, 1999, the Officers and Trustees of the Fund owned less
than 1% of the Fund's outstanding Shares.
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.
November 19, 1999
7
<PAGE> 13
AMERICAN PERFORMANCE CASH MANAGEMENT FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, DECEMBER 16, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE AMERICAN
PERFORMANCE FUNDS.
The undersigned hereby appoints Jeffrey Cusick and Jeff Shiverdecker, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the American Performance Cash Management Fund
December 16, 1999 at 10:00 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.
1. Approval of the amendment to the American Performance Cash Management
Fund's concentration policy and related concentration restriction to
allow the Fund to concentrate its investments in certain securities
issued by U.S. banks, U.S. branches of foreign banks and foreign
branches of U.S. banks.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting
or any adjournment thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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) AND TO AUTHORIZE THE PROXIES, IN THEIR DISCRETION, TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (1) AND (5).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated:______________, 1999
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 14
AMERICAN PERFORMANCE INTERMEDIATE BOND FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, DECEMBER 16, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE AMERICAN
PERFORMANCE FUNDS.
The undersigned hereby appoints Jeffrey Cusick and Jeff Shiverdecker, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the American Performance Intermediate Bond Fund
December 16, 1999 at 10:00 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.
2. Approval of the amendment to the American Performance Intermediate Bond
Fund's investment objective to seek to maximize total return.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting
or any adjournment thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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 (2) AND TO AUTHORIZE THE PROXIES, IN THEIR DISCRETION, TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (2) AND (5).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated:______________, 1999
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 15
AMERICAN PERFORMANCE SHORT-TERM INCOME FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, DECEMBER 16, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE AMERICAN
PERFORMANCE FUNDS.
The undersigned hereby appoints Jeffrey Cusick and Jeff Shiverdecker, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the American Performance Short-Term Income Fund on
December 16, 1999 at 10:00 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.
3. Approval of the amendment to the American Performance Short-Term Income
Fund's investment objective to seek to maximize total return.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting
or any adjournment thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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 (3) AND TO AUTHORIZE THE PROXIES, IN THEIR DISCRETION, TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (3) AND (5).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated:______________, 1999
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 16
AMERICAN PERFORMANCE BALANCED FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, DECEMBER 16, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE AMERICAN
PERFORMANCE FUNDS.
The undersigned hereby appoints Jeffrey Cusick and Jeff Shiverdecker, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the American Performance Balanced Fund on December
16, 1999 at 10:00 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.
4. Approval of the amendment to the American Performance Balanced Fund's
investment objective to seek capital appreciation and income.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting
or any adjournment thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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 (4) AND TO AUTHORIZE THE PROXIES, IN THEIR DISCRETION, TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (4) AND (5).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated:______________, 1999
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
