<PAGE> 1
Registration Nos. 33-35190 and 811-6114
As filed with the Securities and Exchange Commission on September 25, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 22 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
Amendment No. 20
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AMERICAN PERFORMANCE FUNDS
--------------------------
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road, Columbus, Ohio 43219
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
800-762-7085
------------
Jeffrey Shiverdecker, Treasurer
American Performance Funds
3435 Stelzer Road, Columbus, Ohio 43219
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(Name and Address of Agent for Service)
COPIES OF COMMUNICATIONS TO:
Martin E. Lybecker, Esquire
Ropes & Gray
One Franklin Square
1301 K Street, N.W., Washington, D.C. 20005
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: CONTINUOUS
---------------------------------------------------------
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)(1)
[ ] On (date) pursuant to paragraph (a)(1)
[ X ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
[ ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment
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TITLE OF SECURITIES BEING REGISTERED: SHARES OF BENEFICIAL INTEREST
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<PAGE> 2
FLAG LOGO
AMERICAN PERFORMANCE FUNDS
Prospectus
, 2000
Institutional U.S. Treasury Fund
Institutional Cash Management Fund
APPLE BUSHEL ARTWORK
THE SECURITIES AND EXCHANGE COMMISSION
HAS NOT APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
APPLE LOGO
<PAGE> 3
HOW TO READ THIS PROSPECTUS
This prospectus is arranged into
different sections so that you can easily
review this important information. The
next page contains general information
you should know about investing in the
Funds.
If you would like more detailed
information about each Fund, please see
the Fund Summaries.
<TABLE>
<S> <C>
TABLE OF CONTENTS
INTRODUCTION 1
FUND SUMMARIES 2
Institutional U.S. Treasury Fund 2
Institutional Cash Management Fund 5
</TABLE>
If you would like more information about
the following topics, please see:
<TABLE>
<S> <C>
YOUR ACCOUNT 8
Opening an Account and Buying Shares 8
Selling Shares 9
Exchanging Shares 12
Transaction Policies 12
Dividends and Capital Gains 12
Taxes 12
INVESTMENT MANAGEMENT 15
INVESTMENT PRACTICES AND RISKS 16
GLOSSARY OF INVESTMENT TERMS 25
</TABLE>
To obtain more information about the
American Performance Funds please refer
to the back cover of the prospectus.
, 2000
APPLE LOGO
<PAGE> 4
PROSPECTUS
1
FLAG LOGO
AMERICAN PERFORMANCE FUNDS
Introduction
Each Fund is a mutual fund. A mutual fund pools
shareholders' money and, using professional
investment managers, invests it in securities
like stocks and bonds. Before you invest, you
should know a few things about investing in
mutual funds.
The value of your investment in a Fund is based
on the market prices of the securities the Fund
holds. These prices change daily due to economic
and other events that affect securities markets
generally, as well as those that affect
particular companies or governments. These price
movements, sometimes called volatility, will
vary depending on the types of securities a Fund
owns and the markets where these securities
trade.
LIKE OTHER INVESTMENTS, YOU COULD LOSE MONEY ON
YOUR INVESTMENT IN A FUND. YOUR INVESTMENT IN A
FUND IS NOT A DEPOSIT OR AN OBLIGATION OF BANK
OF OKLAHOMA, N.A., ITS AFFILIATES, OR ANY BANK.
IT IS NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT
AGENCY.
Each Fund has its own investment goal and
strategies for reaching that goal. However, it
cannot be guaranteed that a Fund will achieve
its goal. Before investing, make sure that the
Fund's goal matches your own.
The portfolio manager invests each Fund's assets
in a way that the manager believes will help the
Fund achieve its goal. A manager's judgments
about the bond and stock markets, economy and
companies, and his method of investment
selection, may cause a Fund to underperform
other funds with similar objectives.
<PAGE> 5
PROSPECTUS
2
FLAG LOGO
AMERICAN PERFORMANCE FUNDS
Fund Summaries
INSTITUTIONAL MONEY MARKET FUNDS
Institutional U.S. Treasury Fund
------------------------------------------------
APPLE LOGO
MATURITY:
A PORTFOLIO'S LEVEL OF INTEREST RATE EXPOSURE IS COMMONLY INDICATED BY THE TERM
MATURITY. GENERALLY SPEAKING, THE LONGER A PORTFOLIO'S MATURITY, THE GREATER ITS
LEVEL OF INTEREST RATE EXPOSURE.
INVESTMENT GOAL
Current income with liquidity and stability of principal by investing in U.S.
Treasury obligations and repurchase agreements.
PRINCIPAL INVESTMENT STRATEGY
The Institutional U.S. Treasury Fund seeks current income with liquidity and
stability of principal by investing exclusively in short-term obligations backed
by the full faith and credit of the U.S. government, all of which may be subject
to repurchase agreements. The Fund normally invests at least 65% of its assets
in U.S. Treasury obligations, some of which may be subject to repurchase
agreements. The Fund currently maintains an average weighted portfolio maturity
of 60 days or less.
WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?
Your investment in the Fund may be subject to the following principal risks:
- INTEREST RATE RISK -- Interest rate risk involves the possibility that the
Fund's yield will decrease due to a decline in interest rates.
- NET ASSET VALUE RISK -- The risk that the Fund will be unable to meet its goal
of a constant $1 per share.
For more information about these risks please refer to the section titled
"Investment Practices and Risks."
<PAGE> 6
PROSPECTUS
3
Institutional U.S. Treasury Fund (continued)
APPLE LOGO
YIELD:
ALL MUTUAL FUNDS MUST USE THE SAME FORMULAS TO CALCULATE YIELD AND EFFECTIVE
YIELD. THE FUND TYPICALLY ADVERTISES PERFORMANCE IN TERMS OF A 7-DAY YIELD AND
7-DAY EFFECTIVE YIELD AND MAY ADVERTISE TOTAL RETURN. THE 7-DAY YIELD QUOTATION
MORE CLOSELY REFLECTS CURRENT EARNINGS OF THE FUND THAN THE TOTAL RETURN
QUOTATION. THE 7-DAY EFFECTIVE YIELD WILL BE SLIGHTLY HIGHER THAN THE YIELD
BECAUSE OF THE COMPOUNDING EFFECT OF THE ASSUMED REINVESTMENT. CURRENT YIELDS
AND EFFECTIVE YIELDS FLUCTUATE DAILY AND WILL VARY DUE TO FACTORS SUCH AS
INTEREST RATES AND THE QUALITY, LENGTH OF MATURITIES, AND TYPE OF INVESTMENTS IN
THE PORTFOLIO.
AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF BANK OF OKLAHOMA,
N.A., ITS AFFILIATES, OR ANY BANK, AND IT IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH
THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1 PER SHARE, IT IS
POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.
PERFORMANCE INFORMATION
This section would normally include a bar chart and the performance table
showing how the fund has performed and how its performance has varied from year
to year. Because the Fund has not been in operation for a full calendar year,
the bar chart and performance table are not shown.
You may obtain the most current yield information for the Fund by calling (800)
762-7085.
<PAGE> 7
Institutional U.S. Treasury Fund (continued)
PROSPECTUS
4
ADDITIONAL
INFORMATION
DIVIDENDS
AND CAPITAL GAINS
Dividends are paid monthly; capital gains, if any, are paid annually.
INVESTMENT ADVISER
Bank of Oklahoma, N.A.
Tulsa, OK
INCEPTION DATE
, 2000
SUITABLE FOR IRAS
No
MINIMUM INITIAL
INVESTMENT
$5,000,000
AMERICAN PERFORMANCE
FUND NUMBER
CUSIP NUMBER
TICKER SYMBOL
FEES AND EXPENSES
---------------------------------------------------
Shareholder Fees
This table describes the shareholder fees that
you pay if you purchase or sell Fund shares. You
would pay these fees directly from your
investment in the Fund.
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 0%
Maximum Deferred Sales Charge (Load) 0%
(as a percentage of net asset value)
------------------------------------------------
Annual Fund Operating Expenses
This table describes the Fund's expenses that
you pay indirectly if you hold Fund shares.
Investment Advisory Fees 0.15%
Distribution/Service (12b-1) Fees 0.00%
Other Expenses(1) 0.32%
TOTAL ANNUAL FUND OPERATING EXPENSES 0.47%
Fee Waiver(2) 0.22%
Net Annual Fund Operating Expenses 0.25%
------------------------------------------------
(1) Other expenses are based on estimated
amounts for the current fiscal year.
(2) For the period through December 31, 2001,
the Adviser expects to waive its investment
advisory fee by 0.05%, the Administrator
expects to waive its administration fee by
0.14%, and the Custodian expects to waive
its custody fee by 0.03%.
------------------------------------------------
Example
This Example is intended to help you compare the
cost of investing in the Fund with the cost of
investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund for
the time periods indicated. The Example also
assumes that each year your investment has a 5%
return and Fund expenses remain the same.
Although your actual costs and returns may be
different, your approximate costs of investing
$10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 Year 3 Years
---------------------------------------
<S> <C>
$26 $129
</TABLE>
<PAGE> 8
PROSPECTUS
5
Institutional Cash Management Fund
------------------------------------------------
APPLE LOGO
MATURITY:
A PORTFOLIO'S LEVEL OF INTEREST RATE EXPOSURE IS COMMONLY INDICATED BY THE TERM
MATURITY. GENERALLY SPEAKING, THE LONGER A PORTFOLIO'S MATURITY, THE GREATER ITS
LEVEL OF INTEREST RATE EXPOSURE.
INVESTMENT GOAL
Current income with liquidity and stability of principal by investing in high-
quality, short-term debt instruments.
PRINCIPAL INVESTMENT STRATEGY
The Institutional Cash Management Fund seeks current income with liquidity and
stability of principal by investing in money market instruments which present
minimal credit risks. The Fund invests primarily in high-quality instruments
including obligations issued by the U.S. government or its agencies or
instrumentalities, commercial paper, medium-term notes, certificates of deposit,
time deposits, bankers' acceptances and repurchase agreements. These obligations
may be variable or floating rate instruments or variable amount master demand
notes. To be considered high-quality, a security must be rated in one of the two
highest credit quality categories for short-term securities or determined by the
Fund's Adviser to be of comparable quality. The Fund maintains an average
weighted portfolio maturity of 35 to 75 days.
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.
WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?
Your investment in the Fund may be subject to the following principal risks:
- CREDIT RISK -- Credit risk is the possibility that an issuer cannot make
timely interest and principal payments on its securities. Because the Fund
will only invest in securities believed to
<PAGE> 9
Institutional Cash Management Fund (continued)
PROSPECTUS
6
APPLE LOGO
YIELD:
ALL MUTUAL FUNDS MUST USE THE SAME FORMULAS TO CALCULATE YIELD AND EFFECTIVE
YIELD. THE FUND TYPICALLY ADVERTISES PERFORMANCE IN TERMS OF A 7-DAY YIELD AND
7-DAY EFFECTIVE YIELD AND MAY ADVERTISE TOTAL RETURN. THE 7-DAY YIELD QUOTATION
MORE CLOSELY REFLECTS CURRENT EARNINGS OF THE FUND THAN THE TOTAL RETURN
QUOTATION. THE 7-DAY EFFECTIVE YIELD WILL BE SLIGHTLY HIGHER THAN THE YIELD
BECAUSE OF THE COMPOUNDING EFFECT OF THE ASSUMED REINVESTMENT. CURRENT YIELDS
AND EFFECTIVE YIELDS FLUCTUATE DAILY AND WILL VARY DUE TO FACTORS SUCH AS
INTEREST RATES AND THE QUALITY, LENGTH OF MATURITIES, AND TYPE OF INVESTMENTS IN
THE PORTFOLIO.
pose minimal credit risk, it is unlikely that losses due to credit risk will
cause a decline in the value of your investment. However, even if not severe
enough to cause such a decline in principal value, credit losses could reduce
the Fund's yield. In general, lower-rated securities have higher credit risks.
- INTEREST RATE RISK -- Interest rate risk involves the possibility that the
Fund's yield will decrease due to a decline in interest rates.
- NET ASSET VALUE RISK -- The risk that the Fund will be unable to meet its goal
of a constant $1 per share.
For more information about these risks please refer to the section titled
"Investment Practices and Risks."
AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF BANK OF OKLAHOMA,
N.A., ITS AFFILIATES, OR ANY BANK, AND IT IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH
THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1 PER SHARE, IT IS
POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.
PERFORMANCE INFORMATION
This section would normally include a bar chart and the performance table
showing how the Fund has performed and how its performance has varied from year
to year. Because the Fund has not been in operation for a full calendar year,
the bar chart and performance table are not shown.
You may obtain the most current yield information for the Fund by calling (800)
762-7085.
<PAGE> 10
Institutional Cash Management Fund (continued)
PROSPECTUS
7
ADDITIONAL
INFORMATION
DIVIDENDS
AND CAPITAL GAINS
Dividends are paid monthly; capital gains, if
any, are paid annually.
INVESTMENT ADVISER
Bank of Oklahoma, N.A.
Tulsa, OK
INCEPTION DATE
, 2000
SUITABLE FOR IRAS
No
MINIMUM INITIAL
INVESTMENT
$5,000,000
AMERICAN PERFORMANCE
FUND NUMBER
CUSIP NUMBER
TICKER SYMBOL
FEES AND EXPENSES
---------------------------------------------------
Shareholder Fees
This table describes the shareholder fees that
you pay if you purchase or sell Fund shares. You
would pay these fees directly from your
investment in the Fund.
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 0%
Maximum Deferred Sales Charge (Load) 0%
(as a percentage of net asset value)
------------------------------------------------
Annual Fund Operating Expenses
This table describes the Fund's expenses that
you pay indirectly if you hold Fund shares.
Investment Advisory Fees 0.15%
Distribution/Service (12b-1) Fees 0.00%
Other Expenses(1) 0.32%
TOTAL ANNUAL FUND OPERATING EXPENSES 0.47%
Fee Waiver(2) 0.22%
Net Annual Fund Operating Expenses 0.25%
------------------------------------------------
(1) Other expenses are based on estimated
amounts for the current fiscal year.
(2) For the period through December 31, 2001,
the Adviser expects to waive its investment
advisory fee by 0.05%, the Administrator
expects to waive its administration fee by
0.14%, and the Custodian expects to waive
its custody fee by 0.03%.
------------------------------------------------
Example
This Example is intended to help you compare the
cost of investing in the Fund with the cost of
investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund for
the time periods indicated. The Example also
assumes that each year your investment has a 5%
return and Fund expenses remain the same.
Although your actual costs and returns may be
different, your approximate costs of investing
$10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 Year 3 Years
---------------------------------------
<S> <C>
$26 $129
</TABLE>
<PAGE> 11
PROSPECTUS
8
FLAG LOGO
AMERICAN PERFORMANCE FUNDS
Your Account
The Institutional Funds are offered as a cash sweep vehicle and require a
minimum initial investment of $5 million and are offered to customers for whom
Bank of Oklahoma acts in a fiduciary, advisory, custodial agency or similar
capacity and to fiduciary customers of other financial institutions approved by
the Distributor.
OPENING AN ACCOUNT AND BUYING SHARES
1.Read this prospectus carefully.
2.Determine how much you want to invest. The
minimum investment for an American Performance
Institutional Funds is as follows:
- INITIAL PURCHASE: $5,000,000 for each Fund
- ADDITIONAL PURCHASES: $0 for each Fund
A Fund may waive its minimum purchase
requirements.
All purchases made by check should be in U.S.
dollars. third party checks, credit card
checks or cash will not be accepted.
3.Complete the appropriate parts of the Account
Registration Form, carefully following the
instructions. You must submit additional
documentation when opening trust, corporate or
power of attorney accounts. For more
information, please contact your financial
representative or call the Funds at (800)
762-7085.
4.You may purchase shares of an Institutional
Money Market Fund by following the procedures
established by the Distributor in connection
with requirements of qualified accounts
maintained by Bank of Oklahoma or other
financial institutions approved by the
Distributor. These procedures may include
sweep arrangements where an account is "swept"
automatically no less frequently than weekly
into an Institutional Money Market Fund.
<PAGE> 12
PROSPECTUS
9
SELLING SHARES
<TABLE>
<CAPTION>
TO SELL SOME OR ALL OF YOUR SHARES
<S> <C>
By Mail
- Accounts of any type. - Write a letter of instruction
indicating the fund name, your account
- Sales of any amount. number, the name(s) in which the
account is registered and the dollar
value or number of shares you wish to
sell.
- Include the account owner
signature(s).
- Mail the materials to the Funds'
Custodian at Bank of Oklahoma, N.A.,
Attention: American Performance Funds,
Department 12, Tulsa, Oklahoma, 74182.
- A check will be mailed to the name(s)
and address in which the account is
registered, or otherwise according to
your letter of instruction.
------------------------------------------------------------------------------------
By Overnight Mail
- Accounts of any type. - Write a letter of instruction
indicating the fund name, your account
- Sales of any amount. number, the name(s) in which the
account is registered and the dollar
value or number of shares you wish to
sell.
- Include the account owner
signature(s).
- Mail the materials to American
Performance Funds, c/o BISYS Fund
Services, Attn: T.A. Operations, 3435
Stelzer Road, Columbus, Ohio
43219-3035.
- A check will be mailed to the name(s)
and address in which the account is
registered, or otherwise according to
your letter of instruction.
------------------------------------------------------------------------------------
</TABLE>
<PAGE> 13
PROSPECTUS
YOUR ACCOUNT
10
<TABLE>
<CAPTION>
TO SELL SOME OR ALL OF YOUR SHARES
<S> <C>
------------------------------------------------------------------------------------
By Phone
- Accounts of any type. - Call (800) 762-7085 with instructions
as to how you wish to receive your
- Sales of any amount. funds (mail, wire, electronic
transfer).
------------------------------------------------------------------------------------
By Wire
- Accounts of any type which have elected - Call (800) 762-7085 to request a wire
the wire option on the Account transfer.
Registration Form.
- If you call by 4 p.m. Eastern time,
- Sales of any amount. your payment will normally be wired to
your bank on the next business day.
- The Fund may charge a wire fee.
- Your bank may charge a fee to wire
funds.
------------------------------------------------------------------------------------
By Electronic Funds Transfer
- Accounts of any type. - Call (800) 762-7085 to request an
electronic funds transfer.
- Sales of any amount.
- If you call by 4 p.m. Eastern time,
- Shareholders with accounts at a U.S. the NAV of your shares will normally
bank which participates in the Automated be determined on the same day and the
Clearing House. proceeds will be created within 8
days.
- Your bank may charge a fee to
electronically transfer funds.
------------------------------------------------------------------------------------
</TABLE>
Selling Shares in Writing. In certain circumstances, you may need to include a
signature guarantee, which protects you against fraudulent orders. You will need
a signature guarantee unless:
- the redemption check is payable to the shareholder(s) of record, and the check
is mailed to the shareholder(s) of record and mailed to the address of record,
or
- the redemption proceeds are being wired according to bank instructions
currently on your account.
You should be able to obtain your signature guarantee from a bank, broker,
dealer, credit union, securities exchange or association, clearing agency, or
savings association. A notary public CANNOT provide a signature guarantee.
<PAGE> 14
PROSPECTUS
11
Receiving Your Money. Normally, payment of your redemption proceeds will be made
as promptly as possible and, in any event, within seven calendar days after the
redemption order is received. At various times, however, a Fund may be requested
to redeem shares for which it has not yet received good payment; collection of
payment may take ten or more days. In these circumstances, the redemption
request will be rejected by the Fund. Once a Fund has received good payment for
the shares a shareholder may submit another request for redemption. If you have
made your initial investment by check, you cannot receive the proceeds of that
check until it has cleared (which may require up to 10 business days). You can
avoid this delay by purchasing shares with a certified check.
Involuntary Sales of Your Shares. Due to the relatively high costs of handling
small investments, each Fund reserves the right to redeem your shares at net
asset value if your account balance in any Fund drops below $500. Before any
Fund exercises its right to redeem your shares you will be given at least 60
days written notice to give you time to add to your account and avoid selling
your shares.
Refusal of Redemption Request. The Funds may postpone payment for shares at
times when the New York Stock Exchange is closed or under any emergency
circumstances as determined by the Securities and Exchange Commission. If you
experience difficulty making a telephone redemption during periods of drastic
economic or market change, you can send the Funds your request by regular or
overnight mail. Follow the instructions above under "Selling Your Shares" in
this section.
Redemption In Kind. The Funds reserve the right to make payment in securities
rather than cash, known as "redemption in kind." This could occur under
extraordinary circumstances, such as a very large redemption that could affect
Fund operations (for example, more than 1% of a Fund's net assets). If a Fund
deems it advisable for the benefit of all shareholders, redemption in kind will
consist of securities equal in market value to your shares. When you convert
these securities to cash, you will pay brokerage charges.
Undeliverable Redemption Checks. For any shareholder who chooses to receive
distributions in cash: If distribution checks (1) are returned and marked as
"undeliverable" or (2) remain uncashed for six months, your account will be
changed automatically so that all future distributions are reinvested in your
account. Checks that remain uncashed for six months will be canceled and the
money reinvested in the appropriate Fund as of the cancellation date. No
interest is paid during the time the check is outstanding.
<PAGE> 15
PROSPECTUS
12
YOUR ACCOUNT
EXCHANGING SHARES
How to Exchange Your Shares. Shares of any Institutional Fund may be exchanged
without payment of a sales charge for shares of any other Institutional Fund.
The exchange will be made on the basis of the relative net asset values of the
shares exchanged. 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 Funds at
BISYS Fund Services, 3435 Stelzer Road, Columbus, OH 43219. 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.
TRANSACTION POLICIES
Valuation of Shares. The net asset value per share of a Fund is determined by
dividing the total market value of the Fund's investments and other assets, less
any liabilities, by the total number of outstanding shares of the Fund.
- The net asset value of each of the Institutional Money Market Funds is
determined on each business day as of 12:00 (noon) Eastern time and as of the
close of regular trading of the New York Stock Exchange ("NYSE") (generally
4:00 p.m. Eastern time) on each day in which the NYSE is open for trading, and
the Federal Reserve Bank of Kansas City is open.
- The assets in each Institutional Money Market Fund are valued based upon the
amortized cost method. For further information about valuation of investments,
see the Statement of Additional Information.
- The net asset value of each of the Institutional Money Market Funds is
expected to remain at a constant $1.00 per share, although there is no
assurance that this will be maintained.
Buy and Sell Prices. When you buy shares, you pay the net asset value next
determined after your order is received. When you sell shares, you receive the
net asset value next determined after your order is received.
DIVIDENDS AND CAPITAL GAINS
As a mutual fund shareholder, you may receive capital gains and/or income from
your investment. The Institutional Money Market Funds declare dividends daily
and pay income dividends monthly. The Funds distribute capital gains they have
realized, if any, at least once a year.
We will automatically reinvest any income and capital gains distributions you
are entitled to in additional shares of your Fund(s) unless you notify our
Distributor
<PAGE> 16
PROSPECTUS
13
that you want to receive your distributions in cash. To do so, send a letter
with your request, including your name and account number to:
American Performance Funds
c/o BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219
Your request will become effective for distributions having record dates after
our Distributor receives your request. Note that the Internal Revenue Service
treats dividends paid in additional Fund shares the same as it treats dividends
paid in cash.
TAXES
Your mutual fund investments may have a considerable impact on your tax
situation. We've summarized some of the main points you should know below. Note,
however, that the following is general information and will not apply to you if
you are investing through a tax-deferred account such as an IRA or a qualified
employee benefit plan. In addition, if you are not a resident of the United
States, you may have to pay taxes besides those described here, such as U.S.
withholding and estate taxes.
- Important Note: If you have not done so already, be sure to provide us with
your correct taxpayer identification number OR certify that it is correct.
Unless we have that information, the Funds may be required by law to withhold
31% of the taxable distributions you would otherwise be entitled to receive
from your Fund investments as well as any proceeds you would normally receive
from selling Fund shares.
We will send you a statement each year showing the tax status of all your
distributions. The laws governing taxes change frequently, however, so please
consult your tax adviser for the most up-to-date information and specific
guidance regarding your particular tax situation. You can find more information
about the potential tax consequences of mutual fund investing in our Statement
of Additional Information.
- Taxes on Fund Distributions. You may owe taxes on Fund distributions even if
they represent income or capital gains the Fund earned before you invested in
it (for example, if such income or capital gains were included in the price
you initially paid for your shares). Note that you will generally have to pay
taxes on Fund distributions whether you received them in the form of cash or
additional Fund shares. The Internal Revenue Service treats most mutual fund
distributions as ordinary income. One exception is gains from the sale of
assets held by a Fund for more than one year, which, for an individual
shareholder are typically taxed at a lower rate than ordinary income
regardless of how long such shareholder has held Fund shares.
<PAGE> 17
PROSPECTUS
14
YOUR ACCOUNT
- State and Local Taxes. In addition to federal taxes, you may have to pay state
and local taxes on the dividends or capital gains, if any, you receive from a
Fund, as well as on capital gains, if any, you realized from selling or
exchanging Fund shares.
- Dividends and Short-Term Capital Gains. The IRS treats any dividends and
short-term capital gains you receive from the Funds as ordinary income.
- Funds Investing in Foreign Securities: If your Fund invests in foreign
securities, the income those securities generate may be subject to foreign
withholding taxes, which may decrease their yield. Foreign governments may
also impose taxes on other payments or gains your Fund earns on these
securities. In general, shareholders in these Funds will not be entitled to
claim a credit or deduction for these foreign taxes on their U.S. tax return.
(There are some exceptions, however; please consult your tax adviser for more
information.) In addition, foreign investments may prompt a fund to distribute
ordinary income more frequently and/or in greater amounts than purely domestic
funds, which could increase your tax liability.
The portfolio managers of the Funds do not actively consider tax consequences
when making investment decisions. From time to time, the Funds may realize
capital gains as by-products of ordinary investment activities. As a result, the
amount and timing of Fund distributions may vary considerably from year to year.
THESE TAX CONSIDERATIONS MAY OR MAY NOT APPLY TO YOU. PLEASE CONSULT YOUR TAX
ADVISER TO DETERMINE WHETHER THESE CONSIDERATIONS ARE RELEVANT TO YOUR
PARTICULAR INVESTMENTS AND TAX SITUATION. MORE INFORMATION ABOUT TAXES IS IN OUR
STATEMENT OF ADDITIONAL INFORMATION.
<PAGE> 18
PROSPECTUS
15
FLAG LOGO
AMERICAN PERFORMANCE FUNDS
Investment Management
INVESTMENT ADVISER
Bank of Oklahoma, N.A. serves as the investment
adviser to each of the Funds and, subject to the
supervision of Board of Trustees of the American
Performance Funds, is responsible for the
day-to-day management of their investment
portfolios.
As of , Bank of Oklahoma,
N.A. had $ in assets under management.
Bank of Oklahoma, N.A. is a subsidiary of BOK
Financial Corporation ("BOK Financial"). BOK
Financial is controlled by its principal
shareholder, George B. Kaiser. Through Bank of
Oklahoma, N.A. and its other subsidiaries, BOK
Financial provides a full array of trust,
commercial banking and retail banking. 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.
<PAGE> 19
PROSPECTUS
16
FLAG LOGO
AMERICAN PERFORMANCE FUNDS
Investment
Practices and Risks
INVESTMENT PRACTICES
The Funds invest in a variety of securities and employ a number of investment
techniques. Each security and technique involves certain risks. What follows is
a more comprehensive list of the securities and techniques used by the Funds, as
well as the risks inherent in their use. For a more complete discussion, see the
Statement of Additional Information. Following the table is a more complete
discussion of risk. Refer to the "Fund Summaries" section for a description of
each Fund's principal investment strategy and risks.
<TABLE>
<CAPTION>
FUND NAME FUND CODE
<S> <C>
, Institutional U.S. Treasury Fund 1
, Institutional Cash Management Fund 2
</TABLE>
<TABLE>
<CAPTION>
INSTRUMENT FUND CODE RISK TYPE
<S> <C> <C>
AMERICAN DEPOSITORY RECEIPTS 2 , Market
(ADRS): , Political
ADRs are foreign shares of a , Foreign
company held by a U.S. bank that Investment
issues a receipt evidencing
ownership. Dividends are paid in
U.S. dollars.
-------------------------------------------------------------------------
ASSET-BACKED SECURITIES: 2 , Pre-payment
Securities secured by company , Credit
receivables, home equity loans, , Interest Rate
truck and auto loans, leases, , Regulatory
credit card receivables and other
securities backed by other types of
receivables or other assets.
-------------------------------------------------------------------------
BANKERS' ACCEPTANCES: 2 , Credit
Bills of exchange or time drafts , Liquidity
drawn on and accepted by a , Interest Rate
commercial bank. Maturities are
generally six months or less.
</TABLE>
<PAGE> 20
PROSPECTUS
17
<TABLE>
<CAPTION>
INSTRUMENT FUND CODE RISK TYPE
<S> <C> <C>
CALL AND PUT OPTIONS: 2 , Credit
A call option gives the buyer the , Market
right to buy, and obligates the , Leverage
seller of the option to sell, a
security at a specified price. A
put option gives the buyer the
right to sell, and obligates the
seller of the option to buy a
security at a specified price. The
Funds will sell only covered call
and secured put options.
-------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT: 2 , Credit
Negotiable instruments with a , Liquidity
stated maturity. , Interest Rate
-------------------------------------------------------------------------
COMMERCIAL PAPER: 2 , Credit
Secured and unsecured short-term , Liquidity
promissory notes issued by , Interest Rate
corporations and other entities , Foreign
including foreign entities. Investment
Maturities generally vary from a
few days to nine months.
-------------------------------------------------------------------------
ILLIQUID SECURITIES: 1, 2 , Liquidity
Each Fund may invest up to 10% of , Market
its net assets in securities that
are illiquid. Illiquid securities
are those securities which cannot
be disposed of in the ordinary
course of business, seven days or
less, at approximately the value at
which the Fund has valued the
securities.
-------------------------------------------------------------------------
LOAN PARTICIPATION INTERESTS: 2 , Interest Rate
Loan participation interests are , Liquidity
interests in bank loans made to , Credit
corporations. In these arrangements
the bank transfers the cash stream
of the underlying bank loan to the
participating investor.
</TABLE>
<PAGE> 21
PROSPECTUS
18
INVESTMENT
PRACTICES AND RISKS
<TABLE>
<CAPTION>
INSTRUMENT FUND CODE RISK TYPE
<S> <C> <C>
MONEY MARKET INSTRUMENTS: 2 , Interest Rate
Investment-grade, U.S. , Credit
dollar-denominated debt securities
that have remaining maturities of
one year or less. These securities
may include U.S. government
obligations, commercial paper and
other short-term corporate
obligations, repurchase agreements
collateralized with U.S. government
securities, certificates of
deposit, bankers' acceptances, and
other financial institution
obligations. These securities may
carry fixed or variable interest
rates.
-------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES: 1, 2 , Pre-payment
Debt obligations secured by real , Credit
estate loans and pools of loans. , Interest Rate
These include collateralized , Regulatory
mortgage obligations and real
estate mortgage investment
conduits.
-------------------------------------------------------------------------
MUNICIPAL SECURITIES: 2 , Credit
Securities issued by a state or , Political
political subdivision to obtain , Interest Rate
funds for various public purposes. , Regulatory
-------------------------------------------------------------------------
REPURCHASE AGREEMENTS: 1, 2 , Credit
The purchase of a security and the
simultaneous commitment to return
the security to the seller at an
agreed upon price on an agreed upon
date. This is treated as a loan by
a Fund.
-------------------------------------------------------------------------
REVERSE REPURCHASE AGREEMENTS: 1, 2 , Credit
The sale of a security and the , Leverage
simultaneous commitment to buy the
security back at an agreed upon
price on an agreed upon date. This
is treated as a borrowing by a
Fund.
-------------------------------------------------------------------------
RESTRICTED SECURITIES: 2 , Liquidity
Securities not registered under the , Market
Securities Act of 1933, such as
privately placed commercial paper
and Rule 144A securities.
</TABLE>
<PAGE> 22
PROSPECTUS
19
<TABLE>
<CAPTION>
INSTRUMENT FUND CODE RISK TYPE
<S> <C> <C>
SECURITIES LENDING: 1, 2 , Leverage
The lending of up to 33 1/3% of a , Liquidity
Fund's total assets. In return the , Credit
Fund will receive cash, other
securities, and/or letters of
credit.
-------------------------------------------------------------------------
TIME DEPOSITS: 2 , Liquidity
Non-negotiable receipts issued by a , Credit
bank in exchange for the deposit of , Interest Rate
funds.
-------------------------------------------------------------------------
TREASURY RECEIPTS: 1, 2 , Interest Rate
Treasury receipts, Treasury
investment growth receipts, and
certificates of accrual of Treasury
securities.
-------------------------------------------------------------------------
U.S. GOVERNMENT AGENCY SECURITIES: 1, 2 , Interest Rate
Securities issued by agencies and , Credit
instrumentalities of the U.S.
government. These include Ginnie
Mae, Fannie Mae, and Freddie Mac.
-------------------------------------------------------------------------
U.S. TREASURY OBLIGATIONS: 1, 2 , Interest Rate
Bills, notes, bonds, separately
traded registered interest and
principal securities, and coupons
under bank entry safekeeping.
-------------------------------------------------------------------------
VARIABLE AND FLOATING RATE 2 , Credit
INSTRUMENTS: , Liquidity
Obligations with interest rates , Interest Rate
which are reset daily, weekly,
quarterly or some other period and
which may be payable to the Fund on
demand.
-------------------------------------------------------------------------
WHEN-ISSUED SECURITIES: 1, 2 , Interest Rate
Contract to purchase securities at , Leverage
a fixed price for delivery at a , Liquidity
future date. , Credit
</TABLE>
<PAGE> 23
PROSPECTUS
20
INVESTMENT
PRACTICES AND RISKS
INVESTMENT RISKS
Below is a more complete discussion of the types of risks inherent in the
securities and investment techniques listed above as well as those risks
discussed in "What are the main risks of investing in this Fund?" Because of
these risks, the value of the securities held by each Fund may fluctuate, as
will the value of your investment in the Fund. Certain investments and Funds are
more susceptible to these risks than others.
, Credit Risk
The risk that the issuer of a security, or the counterparty to a contract,
will default or otherwise become unable to honor a financial obligation.
Credit risk is generally higher for non-investment grade securities. The price
of a security can be adversely affected prior to actual default as its credit
status deteriorates and the probability of default rises.
, Foreign Investment Risk
The risk associated with higher transaction costs, delayed settlements,
currency controls and adverse economic developments. This also includes the
risk that fluctuations in the exchange rates between the U.S. dollar and
foreign currencies may negatively affect an investment. Adverse changes in
exchange rates may erode or reverse any gains produced by foreign currency
denominated investments and may widen any losses. Exchange rate volatility
also may affect the ability of an issuer to repay U.S. dollar denominated
debt, thereby increasing credit risk. Foreign securities may also be affected
by incomplete or inaccurate financial information on companies, social
upheavals or political actions ranging from tax code changes to governmental
collapse. These risks are more significant in emerging markets.
, Interest Rate Risk
The risk that debt prices overall will decline over short or even long periods
due to rising interest rates. A rise in rates typically causes a fall in
values while a fall in rates typically causes a rise in values. Interest rate
risk should be modest for shorter-term securities, moderate for
intermediate-term securities, and high for longer-term securities.
<PAGE> 24
PROSPECTUS
21
, Leverage Risk
The risk associated with securities or practices that multiply small index or
market movements into large changes in value. Leverage is often associated
with investments in derivatives, but also may be embedded directly in the
characteristics of other securities. Leverage risk is hedged when a derivative
(a security whose value is based on another security or index) is used as a
hedge against an opposite position that a Fund also holds, any loss generated
by the derivative should be substantially offset by gains on the hedged
investment, and vice versa. Hedges are sometimes subject to imperfect matching
between the derivative and underlying security, and there can be no assurance
that a Fund's hedging transactions will be effective.
, Liquidity Risk
The risk that certain securities may be difficult or impossible to sell at the
time and the price that would normally prevail in the market. The seller may
have to lower the price, sell other securities instead or forego an investment
opportunity, any of which could have a negative effect on Fund management or
performance. This includes the risk of missing out on an investment
opportunity because the assets necessary to take advantage of it are tied up
in less advantageous investments.
, Management Risk
The risk that a strategy used by a Fund's portfolio manager may fail to
produce the intended result. This includes the risk that changes in the value
of a hedging instrument will not match those of the asset being hedged.
Incomplete matching can result in unanticipated risks.
, Market Risk
The risk that the market value of a security may move up and down, sometimes
rapidly and unpredictably. These fluctuations may cause a security to be worth
less than the price originally paid for it, or less than it was worth at an
earlier time. Market risk may affect a single issuer,
<PAGE> 25
PROSPECTUS
22
INVESTMENT
PRACTICES AND RISKS
industrial sector of the economy or the market as a whole. Finally, key
information about a security or market may be inaccurate or unavailable. This
is particularly relevant to investments in foreign securities.
, Political Risk
The risk of losses attributable to unfavorable governmental or political
actions, seizure of foreign deposits, changes in tax or trade statutes, and
governmental collapse and war.
, Pre-Payment/Call Risk
The risk that the principal repayment of a security will occur at an
unexpected time. Prepayment risk is the chance that the repayment of a
mortgage will occur sooner than expected. Call risk is the possibility that
during periods of falling interest rates, a bond issuer will "call" -- or
repay -- its high-yielding bond before the bond's maturity date. Changes in
pre-payment/call rates can result in greater price and yield volatility.
Pre-payments/calls generally accelerate when interest rates decline. When
mortgage and other obligations are pre-paid, a Fund may have to reinvest in
securities with a lower yield. In this event, the Fund would experience a
decline in income -- and the potential for taxable capital gains. Further,
with early prepayment, a Fund may fail to recover any premium paid, resulting
in an unexpected capital loss. Prepayment/call risk is generally low for
securities with a short-term maturity, moderate for securities with an
intermediate-term maturity, and high for securities with a long-term maturity.
, Regulatory Risk
The risk associated with Federal and state laws which may restrict the
remedies that a lender has when a borrower defaults on loans. These laws
include restrictions on foreclosures, redemption rights after foreclosure,
Federal and state bankruptcy and debtor relief laws, restrictions on "due on
sale" clauses, and state usury laws.
<PAGE> 26
PROSPECTUS
23
FLAG LOGO
AMERICAN PERFORMANCE FUNDS
Glossary of Investment Terms
DIVIDENDS
Payment to shareholders of income from interest or dividends generated by a
fund's investments.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a fund's
investments.
LIQUIDITY
The degree of a security's marketability (that is, how quickly the security can
be sold at a fair price and converted to cash).
MONEY MARKET FUND
A mutual fund that seeks to provide income, liquidity, and a stable share price
by investing in very short-term, liquid investments.
MONEY MARKET INSTRUMENTS
Short-term, liquid investments (usually with a maturity of 13 months or less)
which include U.S. Treasury bills, bank certificates of deposit (CDs),
repurchase agreements, commercial paper, and bankers' acceptances.
MUTUAL FUND
An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
OPERATING EXPENSES
The percentage of a fund's average net assets used to pay its expenses.
Operating expenses include investment advisory fees, distribution/service
(12b-1) fees, and administration fees.
SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater fund's
volatility, the wider the fluctuations between its high and low prices.
YIELD
Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE> 27
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<PAGE> 28
[This page intentionally left blank.]
<PAGE> 29
FLAG LOGO
AMERICAN PERFORMANCE FUNDS
More Information
INVESTMENT ADVISER
Bank of Oklahoma, N.A.
Bank Oklahoma Tower
Tulsa, Oklahoma 74103
DISTRIBUTOR & ADMINISTRATOR
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio
43219-3035
LEGAL COUNSEL
Ropes & Gray
1301 K Street, N.W.
Suite 800 East
Washington, DC 20005
More information about the Funds is available without charge through the
following:
STATEMENT OF ADDITIONAL INFORMATION (SAI)
More detailed information about the American
Performance Funds is included in our SAI. The
SAI has been filed with the SEC and is
incorporated by reference into this prospectus.
This means that the SAI, for legal purposes, is
a part of this prospectus.
ANNUAL AND SEMI-ANNUAL REPORTS
These reports list the Funds' holdings and
contain information on the market conditions and
investment strategies that significantly
affected the American Performance Funds'
performance during the last year.
TO OBTAIN THE SAI, ANNUAL OR SEMI-ANNUAL
REPORTS, OR MORE INFORMATION:
BY TELEPHONE:
Call 1-800-762-7085
BY MAIL:
American Performance Funds
3435 Stelzer Road
Columbus, Ohio 43219-3035
BY INTERNET:
http://www.apfunds.com
FROM THE SEC:
You can also obtain the SAI, the Annual and
Semi-Annual Reports, and other information about
the American Performance Funds, from the SEC's
web site (http://www.sec.gov). You may review
and copy documents at the SEC Public Reference
Room in Washington, DC (for information call
1-202-942-8090). You may request documents by
mail from the SEC, upon payment of a duplicating
fee, by writing to: Securities and Exchange
Commission, Public Reference Section, 450 5th
Street, N.W., Washington, DC 20549-0102 or by
sending an e-mail to: [email protected].
American Performance Funds' Investment Company
Act registration number is 811-6114.
AP312100
<PAGE> 30
STATEMENT OF ADDITIONAL INFORMATION
AMERICAN PERFORMANCE FUNDS
AMERICAN PERFORMANCE INSTITUTIONAL MONEY MARKET FUNDS
__________, 2000
This Statement of Additional Information is not a Prospectus, but should be read
in conjunction with the Prospectuses for the American Performance Institutional
Money Market Funds dated ________, 2000. This Statement of Additional
Information is incorporated in its entirety into that Prospectus. A copy of the
Prospectus for the American Performance Funds (the "Funds") may be obtained by
writing to the Funds at 3435 Stelzer Road, Columbus, Ohio 43219, or by
telephoning (800) 762-7085.
<PAGE> 31
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
Page
<S> <C>
THE FUNDS..................................................................................................1
INVESTMENT OBJECTIVE AND POLICIES..........................................................................1
ADDITIONAL INFORMATION ON FUND INSTRUMENTS........................................................3
Asset-Backed Securities..................................................................3
Bank Obligations.........................................................................3
Foreign Investments......................................................................4
Loan Participation.......................................................................4
Mortgage-Related Securities..............................................................5
Private Placement Investments............................................................6
Puts ................................................................................7
Repurchase Agreements....................................................................8
Reverse Repurchase Agreements............................................................8
Securities Lending.......................................................................8
U.S. Government Obligations..............................................................9
Variable Amount and Floating Rate Notes..................................................9
When-Issued Securities..................................................................10
INVESTMENT RESTRICTIONS..........................................................................11
PORTFOLIO TURNOVER...............................................................................14
ADDITIONAL TAX INFORMATION CONCERNING THE FUNDS .................................................14
VALUATION.................................................................................................16
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION............................................................18
MANAGEMENT AND SERVICE PROVIDERS OF THE FUNDS.............................................................19
TRUSTEES AND OFFICERS............................................................................19
INVESTMENT ADVISER...............................................................................21
DISTRIBUTION.....................................................................................24
GLASS-STEAGALL ACT...............................................................................25
PORTFOLIO TRANSACTIONS...........................................................................26
ADMINISTRATOR....................................................................................29
SUB-ADMINISTRATOR................................................................................30
DISTRIBUTOR......................................................................................30
CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTANT....................................................30
AUDITORS.........................................................................................32
LEGAL COUNSEL....................................................................................32
ADDITIONAL INFORMATION....................................................................................32
</TABLE>
-i-
<PAGE> 32
<TABLE>
<CAPTION>
<S> <C>
DESCRIPTION OF SHARES............................................................................32
SHAREHOLDER AND TRUSTEE LIABILITY................................................................33
CALCULATION OF PERFORMANCE DATA ...............................................................34
PERFORMANCE COMPARISONS..........................................................................36
MISCELLANEOUS....................................................................................38
FINANCIAL STATEMENTS......................................................................................41
APPENDIX .................................................................................................42
</TABLE>
-ii-
<PAGE> 33
-iii-
<PAGE> 34
THE FUNDS
The American Performance Funds (the "Funds") is a diversified open-end
management investment company. The Funds presently consist of twelve series of
units of beneficial interest ("Shares"). This Statement of Additional
Information relates to two of these Funds: the American Performance
Institutional U.S. Treasury Fund (the "U.S. Treasury Fund") and the American
Performance Institutional Cash Management Fund (the "Cash Management Fund"). The
Trust's other ten Funds, which are offered through separate prospectuses and
have a separate Statement of Additional Information, are:
American Performance U.S. Treasury Fund (the "U.S. Treasury Fund")
American Performance Cash Management Fund (the "Cash Management Fund")
American Performance Bond Fund (the "Bond Fund")
American Performance Intermediate Bond Fund (the "Intermediate Bond
Fund")
American Performance Intermediate Tax-Free Bond Fund (the "Intermediate
Tax-Free Bond Fund")
American Performance Short-Term Income Fund (the "Short-Term Income
Fund")
American Performance Equity Fund (the "Equity Fund")
American Performance Balanced Fund (the "Balanced Fund")
American Performance Growth Equity Fund (the "Growth Equity Fund")
American Performance Small Cap Equity Fund ("Small Cap Equity Fund")
The Institutional U.S. Treasury Fund and the Institutional Cash
Management Fund are sometimes referred to as the "Institutional Money Market
Funds," the U.S. Treasury Fund and the Cash Management Fund are sometimes
referred to as the "Money Market Funds," the Bond Fund, the Intermediate Bond
Fund, the Intermediate Tax-Free Bond Fund, and the Short- Term Income Fund are
sometimes referred to as the "Bond Funds," and the Equity Fund, the Balanced
Fund, the Growth Equity Fund, and the Small Cap Equity Fund are sometimes
referred to as the "Equity Funds." The information contained in this document
expands upon subjects discussed in the Prospectuses for the Funds. An investment
in a Fund should not 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 THE FUNDS
-----------------------------------
All securities or instruments in which either of the Institutional
Money Market Funds invests are valued based on the amortized cost valuation
technique pursuant to Rule 2a-7 under the Investment Company Act of 1940, as
amended (the "1940 Act"). All instruments in which either of the Institutional
Money Market Funds invests will have remaining maturities of 397 days or less,
although instruments subject to repurchase agreements and certain variable or
B-1
<PAGE> 35
floating rate obligations may bear longer maturities. The average
dollar-weighted maturity of the securities in each of the Institutional Money
Market Funds will not exceed 90 days. Obligations purchased by the Institutional
Money Market Funds are limited to U.S. dollar- denominated obligations which the
Board of Trustees has determined present minimal credit risks.
The Institutional Cash Management Fund will invest only in issuers or
instruments that at the time of purchase (1) have received the highest
short-term rating by at least two nationally recognized statistical ratings
organizations ("NRSROs") (e.g., "A-1" by Standard & Poor's Corporation ("S&P")
and "Prime-1" by Moody's Investors Services, Inc. ("Moody's")); or (2) are
single rated and have received the highest short-term rating by a NRSRO; or (3)
are unrated, but are determined to be of comparable quality by the Investment
Adviser pursuant to guidelines approved by the Board of Trustees and subject to
the ratification of the Board of Trustees. See the Appendix for definitions of
the foregoing instruments and rating systems.
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. Concentration in obligations issued by commercial banks
and bank holding companies will involve a greater exposure to economic,
business, political, or regulatory changes that are generally adverse to banks
and bank holding companies. Such changes could include significant changes in
interest rates, general declines in bank asset quality, including real estate
loans, and the imposition of costly or otherwise burdensome government
regulations or restrictions. The Fund will not purchase securities issued by
Bank of Oklahoma, N.A. ("BOK" or "Adviser") or any of its affiliates.
Obligations issued or guaranteed by U.S. government agencies or
instrumentalities in which the Institutional Cash Management Fund may invest can
vary significantly in terms of the credit risk involved. Obligations of certain
agencies and instrumentalities of the U.S. government such as the Government
National Mortgage Association and the Export-Import Bank of the United States,
are supported by the full faith and credit of the U.S. Treasury; others, such as
those of the Federal National Mortgage Association, are supported by the right
of the issuer to borrow from the U.S. Treasury; others, such as those of the
Student Loan Marketing Association, are supported by the discretionary authority
of the U.S. government to purchase the agency's obligations; still others, such
as those of the Federal Farm Credit Banks or the Federal Home Loan Mortgage
Corporation, 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. The Institutional Cash Management Fund will invest in
the obligations of such agencies or instrumentalities only when the Adviser
deems the credit risk with respect thereto to be minimal.
B-2
<PAGE> 36
ADDITIONAL INFORMATION ON FUND INSTRUMENTS
------------------------------------------
ASSET-BACKED SECURITIES
-----------------------
The Institutional Cash Management Fund may invest in securities backed
by automobile receivables and credit-card receivables and other securities
backed by other types of receivables or other assets. Credit support for
asset-backed securities may be based on the underlying assets and/or provided
through credit enhancements by a third party. Credit enhancement techniques
include letters of credit, insurance bonds, limited guarantees (which are
generally provided by the issuer), senior-subordinated structures and
over-collateralization. The Fund will only purchase an asset-backed security if
it is rated within the three highest ratings categories assigned by an NRSRO
(E.G., at least "A" by S&P or Moody's). Asset-backed securities are generally
considered to be illiquid.
BANK OBLIGATIONS
----------------
The Institutional Cash Management Fund 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.
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 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.
B-3
<PAGE> 37
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 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.
FOREIGN INVESTMENTS
-------------------
The Institutional Cash Management Fund may, subject to its 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. Special U.S. tax considerations
may apply to a Fund's foreign investments.
LOAN PARTICIPATION
------------------
The Institutional 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 the underlying
corporate borrower. The secondary market, if any, for these loan participations
is extremely limited and any such
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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. The Institutional Cash Management Fund
intends to limit investments in loan participation interests to 5% of its total
assets.
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.
Mortgage-related securities, for purposes of the Funds' Prospectus 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 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
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<PAGE> 39
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.
The Institutional U.S. Treasury Fund will invest only in
mortgage-related securities backed by the full faith and credit of the U.S.
government.
The Institutional Cash Management Fund also may invest in
collateralized mortgage obligations structured on pools of mortgage pass-through
certificates or mortgage loans. The Institutional Cash Management Fund will only
invest in collateralized mortgage obligations which meet the quality
requirements of Rule 2a-7 under the 1940 Act. Collateralized mortgage
obligations will be purchased only if rated at the time of purchase in one of
the three highest rating categories by an NRSRO or, if not rated, found by the
Adviser under guidelines established by the Funds' Board of Trustees to be of
comparable quality.
PRIVATE PLACEMENT INVESTMENTS
-----------------------------
The Institutional Cash Management 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.
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<PAGE> 40
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 Adviser
determines, by continuous reference to the appropriate trading markets and
pursuant to guidelines approve by the Board of Trustees, that any Section 4(2)
paper held by a 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 Adviser, pursuant to the guidelines approved by the
Board of Trustees, will carefully monitor the Funds' investments in these
securities, focusing on such important factors, among others, as valuation,
liquidity, and availability of information. Investments in Section 4(2) paper
could have the effect of reducing a Fund's liquidity to the extent that
qualified institutional buyers become for a time not interested in purchasing
these restricted securities.
PUTS
----
The Institutional 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 Institutional 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 the 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 the 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.
The Fund intends to enter into puts only with dealers, banks, and
broker-dealers which, in the Adviser's opinion, present minimal credit risks.
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<PAGE> 41
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 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. Repurchase agreements are
considered to be loans by an investment company under the 1940 Act.
REVERSE REPURCHASE AGREEMENTS
-----------------------------
Each 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, a 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 a 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 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 a Fund 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.
SECURITIES LENDING
------------------
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<PAGE> 42
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 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 Adviser has determined are creditworthy
under guidelines established by the Funds' Board of Trustees. Each Fund will
limit securities loans to 33 1/3% of the value of its total assets.
U.S. GOVERNMENT OBLIGATIONS
---------------------------
The Institutional 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. The Institutional Cash Management Fund 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. The Institutional Cash
Management Fund will invest in the obligations of such agencies or
instrumentalities only when the Adviser believes that the credit risk with
respect thereto is minimal.
VARIABLE AMOUNT AND FLOATING RATE NOTES
---------------------------------------
Variable amount and floating rate notes: Commercial paper eligible for
investment by the Institutional Cash Management Fund 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 Adviser or under guidelines established by the Funds'
Board of Trustees to be of comparable quality, at the time of purchase, to rated
instruments which are eligible for purchase under the Fund's investment
policies. In making such determinations, the Adviser will consider the earning
power, cash flow and other liquidity ratios
B-9
<PAGE> 43
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 amount master demand notes in which the Institutional Cash
Management Fund may invest are unsecured demand notes that permit the
indebtedness thereunder to vary, and provide for periodic adjustments in the
interest rate according to the terms of the instrument. Because master demand
notes are direct lending arrangements between the Institutional Cash Management
Fund and the issuer, they are not normally traded. Although there is no
secondary market for the notes, the Institutional Cash Management Fund may
demand payment of principal and accrued interest at any time. The period of time
remaining until the principal amount actually can be recovered under a variable
amount master demand note generally shall not exceed seven days. To the extent
such maximum period were exceeded, the note in question would be considered
illiquid. While the notes are not typically rated by credit rating agencies,
issuers of variable amount master demand notes (which are normally
manufacturing, retail, financial, and other business concerns) must satisfy the
same criteria as set forth above for commercial paper. The Institutional Cash
Management Fund will invest in variable amount master demand notes only where
such notes are determined by its Adviser pursuant to guidelines established by
the Funds' Board of Trustees to be of comparable quality to rated issuers or
instruments eligible for investment by the Institutional Cash Management Fund.
The Adviser will consider the earning power, cash flow, and other liquidity
ratios of the issuers of such notes and will continuously monitor their
financial status and ability to meet payment on demand. In determining average
dollar-weighted portfolio maturity, a variable amount master demand note will be
deemed to have a maturity equal to the longer of the period of time remaining
until the next readjustment of the interest rate or the period of time remaining
until the principal amount can be recovered from the issuer through demand.
Variable or floating rate notes with stated maturities of more than one
year may, based on the amortized cost valuation technique pursuant to Rule 2a-7
under the 1940 Act, be deemed to have shorter maturities in accordance with such
Rule.
WHEN-ISSUED SECURITIES
----------------------
Each 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. A Fund relies on the seller to consummate the trade and
will generally not pay for such securities or start earning interest on them
until they are
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<PAGE> 44
received. When a 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. Failure
of the seller to consummate the trade may result in the Fund incurring a loss or
missing an opportunity to obtain a price considered to be advantageous.
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. Each 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 exceed 25% of the value of its assets, a Fund's liquidity and the ability
of the Adviser to manage it might be severely affected. No Fund intends to
purchase when-issued securities for speculative purposes but only in furtherance
of its investment objective.
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.
The Institutional Money Market Funds may not:
1. Purchase securities on margin, sell securities short, or participate
on a joint or joint and several basis in any securities trading account.
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.
4. Purchase participation or other direct interests in oil, gas or
mineral exploration or development programs or leases (although investments by
the Institutional Cash Management Fund 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.
6. Purchase or retain securities of any issuer if the officers or
Trustees of the Funds or the officers or directors of its 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. Purchase or sell real estate, including limited partnership
interests.
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<PAGE> 45
8. Buy common stocks or voting securities, or state, municipal, or
private activity bonds.
9. Purchase securities of any one issuer, other than obligations issued
or guaranteed by the U.S. government (and, with respect to the Cash Management
Fund, other than obligations issued or guaranteed by the U.S. government or its
agencies or instrumentalities) if, as a result, with respect to 75% of its
portfolio, more than 5% of the value of each Fund's total assets would be
invested in such issuer.*
10. Borrow money or issue senior securities, except that each Fund may
borrow from banks and 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 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 such Fund's total assets at
the time of its borrowing. Neither Fund will purchase securities while its
borrowings (including reverse repurchase agreements) exceed 5% of the total
assets of such Fund.
11. Make loans, except that each Fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
portfolio securities in accordance with its investment objective and policies,
and may enter into repurchase agreements.
12. Enter into repurchase agreements with maturities in excess of seven
days if such investment, together with other instruments in such Fund which are
not readily marketable, exceeds 10% of such Fund's net assets.
13. Invest in securities of other investment companies except as they
may be acquired as part of a merger, consolidation, reorganization, or
acquisition of assets.
In addition, the Institutional U.S. Treasury Fund may not:
--------
* In addition, although not a fundamental investment restriction (and therefore
subject to change without a Shareholder vote), to the extent required by rules
of the Securities and Exchange Commission the Institutional U.S. Treasury Fund
and the Institutional Cash Management Fund each generally apply the above
restriction with respect to 100% of their portfolios.
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<PAGE> 46
1. Purchase securities other than U.S. Treasury bills, notes and other
obligations backed by the full faith and credit of the U.S. government, some of
which may be subject to repurchase agreements.
2. Purchase any securities which would cause more than 25% of the value
of each 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. For example, gas, gas transmission, electric and
gas, electric, and telephone will each be considered a separate industry.
In addition, the Institutional Cash Management Fund may not:
1. Write or sell puts, calls, straddles, spreads or combinations
thereof except that the Institutional Cash Management Fund may acquire puts with
respect to obligations in its portfolio and sell those puts in conjunction with
a sale of those obligations.
2. Acquire a put, if, immediately after such acquisition, over 5% of
the total value of the Institutional Cash Management Fund's assets would be
subject to puts from such issuer (except that the 5% limitation is inapplicable
to puts that, by their terms, would be readily exercisable in the event of a
default in payment of principal or interest on the underlying securities). For
the purpose of this investment restriction and the investment restriction
immediately below, a put will be considered to be from the party to whom the
Institutional Cash Management Fund will look for payment of the exercise price.
3. Acquire a put that, by its terms, would be readily exercisable in
the event of a default in payment of principal and interest on the underlying
security or securities if immediately after that acquisition the value of the
security or securities underlying that put, when aggregated with the value of
any other securities issued or guaranteed by the issuer of the put, would exceed
10% of the total value of the Institutional Cash Management Fund's assets.
4. 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, bankers' acceptances,
B-13
<PAGE> 47
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.
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
Institutional 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 receive certain favorable tax treatments. Fund turnover will not be
a limiting factor in making portfolio decisions. High turnover rates will
generally result in higher transaction costs to a Fund and may result in
additional tax consequences (including an increase in short-term capital gains
which are generally taxed to individual shareholders at ordinary income tax
rates) to a Fund's Shareholders.
ADDITIONAL TAX INFORMATION CONCERNING 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 regulated investment company (a "RIC") under
Subchapter M 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, and (2) 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 securities
B-14
<PAGE> 48
of other RICs) or of two or more issuers that the Fund controls and that are
engaged in the same, similar or related trades or businesses. These requirements
may 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 90%
of the sum of its taxable net investment income, its net tax-exempt income and
the excess, if any, of net short-term capital gains over net long-term capital
losses for such year. Each Fund intends to make sufficient distributions to
Shareholders to meet this requirement.
Distributions from a Fund (other than exempt-interest dividends, as
discussed below) generally will be taxable to shareholders as ordinary income to
the extent derived from the Fund's investment income and short-term capital
gains. Distributions of long-term capital gains will be taxable to shareholders
as such, regardless of how long a shareholder has held shares of the Fund.
Dividends and distributions on a Fund's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when a Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed. Such realized gains may be required to be
distributed even when a Fund's net asset value also reflects unrealized losses.
The Code imposes a non-deductible 4% 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 at least equal to the sum of 98% of their
"ordinary income" (as defined) for the calendar year plus 98% of their capital
gain net income for the one-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. A
dividend paid to Shareholders by a Fund in January of a year generally is deemed
to have been paid by the Fund on December 31 of the preceding year, if the
dividend was declared and payable to Shareholders of record on a date in
October, November or December of that preceding year. If distributions during a
calendar year by a Fund did not meet the 98% threshold, that particular Fund
would be subject to this 4% excise tax on the undistributed amounts. Each Fund
generally intends to make distributions sufficient to avoid the imposition of
this 4% excise tax.
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. These rules may
accelerate income to the Fund, defer losses to the Fund, cause
B-15
<PAGE> 49
adjustments in the holding periods of the Fund's assets, convert short-term
capital losses into long-term capital losses, convert long-term capital gains
into short-term capital gains, or otherwise affect the character of the Fund's
income. Consequently, the amount, timing, and character of distributions to
Shareholders could be affected. 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 foregoing is only a summary of some of the important federal tax
considerations generally affecting purchasers of Shares of each Fund. Further
tax information regarding the Intermediate Tax-Free Bond Fund is included in the
next 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, including the potential application of foreign, state and local
taxes.
The foregoing discussion is 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.
VALUATION
The Institutional 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 Institutional 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 Institutional Money
B-16
<PAGE> 50
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, 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 value of portfolio securities of (i) the Institutional U.S.
Treasury Fund and the Institutional Cash Management Fund determined for the
shadow pricing of such assets under Rule 2a-7(c)(7) will be determined according
to the following Security Valuation Procedures:
A. If available, based on price obtained from one of the
following independent pricing services: Muller Data
Corporation, J.J. Kenney Co., Inc., Merrill Lynch &
Co., Inc., Interactive Data Corporation, Bloomberg
L.P., and Reuters Limited;
B. If a security cannot be valued pursuant to paragraph
(A) hereof, based on quotes from at least two
broker/dealers or market makers identified by the
Funds' Adviser, such quotes to be obtained by the
Funds' Fund Accountant, if such quotes are available;
or
C. If a security cannot be valued pursuant to paragraphs
(A) and (B) hereof, based on a price determined by
the Funds' Pricing Committee.
Securities, the principal market for which is not a securities
exchange, will be valued based on bid quotations in such principal market.
Short-term securities are valued at amortized cost, which approximates current
value.
The Pricing Committee conducts its pricing activities in the manner
established by the Security Valuation Procedures. The Security Valuation
Procedures are reviewed and approved by the Funds' Board of Trustees at least
annually.
B-17
<PAGE> 51
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. In addition to purchasing Shares
directly from the Distributor, Shares may be 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 Funds'
Distribution and Shareholder Services Plan. Customers purchasing Shares of the
Funds may include officers, directors, or employees of the Adviser and its
affiliates.
<TABLE>
<CAPTION>
FEE TABLE
---------
Intermediate Intermediate Short-Term Growth Small Cap
Bond Bond Tax-free Income Equity Balanced Equity Equity
Fund Fund Bond Fund Fund Fund Fund Fund Fund
---- ------------ --------- ------------ ---------- -------- ------ -------
SHAREHOLDER TRANSACTION EXPENSES(1)
--------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Load
Imposed on Purchases(2) 4.00% 3.00% 3.00% 2.00% 5.00% 5.00% 5.00% 5.00%
(as a percentage of offering price)
Maximum Sales Load Imposed
on Reinvested Dividends 0% 0% 0% 0% 0% 0% 0% 0%
(as a percentage of offering price)
Deferred Sales Load(3) 0% 0% 0% 0% 0% 0% 0% 0%
(as a percentage of original purchase
price or redemption proceeds, if
applicable)
Redemption Fees(4) 0% 0% 0% 0% 0% 0% 0% 0%
(as a percentage of amount redeemed,
if applicable)
Exchange Fees $0 $0 $0 $0 $0 $0 $0 $0
</TABLE>
------------
(1) Participating organizations may charge a Customer's account fees
for automatic investment and other investment and trust services provided in
connection with investment in the Funds.
(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 any of the
Bond Investment Funds within their trust accounts and purchase additional Shares
outside of their trust relationships; (7) investors within wrap accounts; (8)
investors who purchase in connection with 401(k) plans, 403(b) plans, and other
employer-sponsored, qualified retirement plans; and (9) investors who purchase
in connection with non-transactional fee fund programs and programs offered by
fee-based financial planners and other types of financial institutions.
B-18
<PAGE> 52
(3) A Contingent Deferred Sales Load of 1.00% for the Bond Fund, the
Equity Fund, the Balanced Fund, the Growth Equity Fund, and the Small Cap Equity
Fund, 0.75% for the Intermediate Bond Fund and Intermediate Tax-Free Bond Fund,
and 0.50% for the Short-Term Income Fund will be assessed against the proceeds
of any redemption request relating to Shares of that Fund which were purchased
without a sales charge in reliance upon the waiver accorded to purchases in the
amount of $1 million or more, but only where such redemption request is made
within one year of the date the Shares were purchased.
(4) 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.
The Funds may suspend the right of redemption or postpone the date of
payment for Shares during any period when (a) trading on the NYSE is restricted
by applicable rules and regulations of the SEC, (b) the NYSE is closed for other
than customary weekend and holiday closings, (c) the SEC has by order permitted
such suspension, or (d) an emergency exists as determined by the SEC.
The Institutional 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.)
MANAGEMENT AND SERVICE PROVIDERS OF THE FUNDS
TRUSTEES AND OFFICERS
---------------------
The names of the trustees and the officers of the Funds, their
addresses, and principal occupations during the past five years are as follows:
<TABLE>
<CAPTION>
Position(s) Held Principal Occupation
Name, Address, and Age With the Funds During Past 5 Years
---------------------- -------------- -------------------
<S> <C> <C>
Walter B. Grimm*, 54 Chairman, From June, 1992 to present,
3435 Stelzer Road President, and employee of BISYS Fund Services.
Columbus, OH 43219 Trustee
</TABLE>
B-19
<PAGE> 53
<TABLE>
<CAPTION>
<S> <C> <C>
Michael J. Hall, 55 Trustee From September, 1998 to present, Vice
10701 E. Ute Street President Finance and Chief Financial
Tulsa, Oklahoma 74116 Officer and Director, Matrix Service
Company; from December 1995 to November,
1997, Vice President and Chief Financial
Officer, Worldwide Sports & Recreation,
Inc.; from January, 1994 to November, 1997,
Vice President and Chief Financial Officer,
Pexco Holdings, Inc.
I. Edgar Hendrix, 54 Trustee From June, 1983 to May, 1999, Vice President
8 East 3rd Street and Treasurer, Parker Drilling Co.; May 1999
Tulsa, Oklahoma 74103 to present, Financial Consultant.
Perry A. Wimpey, 67 Trustee From January, 1992 to present, Local Financial
4843 S. 69th East Ave. and Regulatory Consultant.
Tulsa, Oklahoma 74145
Alaina V. Metz, 32 Assistant Secretary From June, 1995 to present, employee of
3435 Stelzer Road BISYS Fund Services; from May 1989 to June
Columbus, OH 43219 1995, Supervisor, Mutual Fund Legal
Department, Alliance Capital Management.
Jeffrey Shiverdecker, 37 Treasurer From July, 1996 to present, employee of
3435 Stelzer Road BISYS Fund Services; from December 1990 to
Columbus, OH 43219 July 1996, Manager, Investor Fiduciary Trust
Company; from October 1980 to 1990,
Production Engineer, The Coca-Cola Company.
Jeffrey Cusick, 40 Vice President and From July, 1995 to present, employee of
3435 Stelzer Road Secretary BISYS Fund Services; from September 1993 to
Columbus, OH 43219 July 1995, Assistant Vice President,
Federated Administration Services; from 1989
to September 1993, Client Services Manager,
Federated Administration
</TABLE>
B-20
<PAGE> 54
Services.
----------------
* Mr. Grimm is considered to be 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 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 for acting as Administrator
and may receive additional income under the Distribution Plan of the Funds.
COMPENSATION TABLE (1)
----------------------
<TABLE>
<CAPTION>
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 $0 None None $0
Michael J. Hall $9,250 None None $9,250
Perry A. Wimpey $9,250 None None $9,250
I. Edgar Hendrix $9,250 None None $9,250
</TABLE>
(1) Figures are for the Funds' fiscal year ended August 31, 1999.
CODE OF ETHICS
--------------
Each Fund, Bank of Oklahoma, N.A., and BISYS Fund Services have adopted
codes of ethics ("Codes") under Rule 17j-1 of the Investment Company Act, and
these Codes permit personnel subject to the Codes to invest in securities,
including securities that may be purchased or held by each Fund.
INVESTMENT ADVISER
------------------
Investment advisory services are provided to each of the Funds by BOK,
pursuant to an Investment Advisory Agreement.
BOK, the largest trust company headquartered in the State of Oklahoma,
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 Oklahoma, Arkansas, Texas and New Mexico 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
B-21
<PAGE> 55
management, administration and recordkeeping of pension plans, thrift plans,
401(k) plans and master trust plans. BOK has experience in providing investment
advisory service to the Funds and experience in managing collective investment
funds with investment portfolios and objectives 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 September 30, 1999, BOK had approximately $7.42 billion in assets under
management.
Subject to the general supervision of the Funds' Board of Trustees and
in accordance with the investment objective and restrictions of each of the
Funds, BOK reviews, supervises, and provides general investment advice regarding
each of the Funds' investment programs. Subject to the general supervision of
the Funds' Board of Trustees and in accordance with the investment objective and
restrictions of each of the Funds, BOK makes all final decisions with respect to
portfolio securities of each of the Funds, places orders for all purchases and
sales of the portfolio securities of each of the Funds, and maintains each
Fund's records directly relating to such purchases and sales.
For the services provided and expenses assumed pursuant to the
Investment Advisory Agreement with the Funds, the 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 Adviser or (2) the average daily net assets of each such Fund
as follows: the Institutional U.S. Treasury Fund and the Institutional Cash
Management Fund - fifteen one-hundredths of one percent (0.15%) annually; the
U.S. Treasury Fund and the Cash Management Fund - forty one-hundredths of one
percent (0.40%) annually; the Equity Fund and the Small Cap Equity Fund and the
Growth Equity Fund - sixty- nine one-hundredths of one percent (0.69%) annually;
the Balanced Fund -seventy-four one- hundredths of one percent (0.74%) 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
(0.55%) annually. (See "SALES CHARGES," "DISTRIBUTION," and "GENERAL INFORMATION
--Custodian and Transfer Agent.") BOK may periodically waive all or a portion of
its fee with respect to any Fund to increase the net income of such Fund
available for distribution as dividends.
B-22
<PAGE> 56
The Funds paid BOK the following fees for investment advisory services:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
August 31, 1999 August 31, 1998 August 31, 1997
--------------- --------------- ---------------
Additional Additional Additional
Amount Amount Amount
Paid Waived Paid Waived Paid Waived
---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Fund $1,664,869 $0 $1,495,245 $0 $984,884 $0
Cash Management Fund 1,862,255* 200,753 1,630,192* 0 1,476,099* 0
Bond Fund 198,756 113,576 162,521 92,870 114,994 65,711
Intermediate Bond Fund 307,478 175,703 284,465 162,552 224,198 128,113
Intermediate Tax-Free Bond Fund 106,891 61,081 100,362 57,350 95,309 54,462
Short-Term Income Fund 0 298,363 0 117,712 0 80,882
Equity Fund 952,423 361,923 974,200 370,196 604,087 229,553
Balanced Fund 161,661 226,590 46,817 236,504 0 196,422
Growth Equity Fund 580,464 220,577 287,102 109,099 - -
Small Cap Equity Fund 0 21,596 - - - -
Aggressive Growth Fund 43,409 16,495 188,145 81,755 225,838 85,818
</TABLE>
* Of this amount, AMR Investment Services, Inc. received $497,875 for the fiscal
year ended August 31, 1999, $954,195 for the fiscal year ended August 31, 1998,
and $553,537 for the fiscal year ended August 31, 1997.
Until April 30, 1999, sub-investment advisory services were provided to
the Cash Management Fund by AMR Investment Services, Inc. ("AMR") pursuant to a
Sub-Investment Advisory Agreement between BOK and AMR. For the services provided
and the expenses assumed pursuant to the Sub-Advisory Agreement, AMR received a
fee from BOK, computed daily and paid monthly, at the annual rate of not less
than fifteen one-hundredths of one percent (0.15%) nor more than forty
one-hundredths of one percent (0.40%) of the average daily net assets of the
Cash Management Fund.
The Investment 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 and a
majority of the Trustees who are not parties to the Investment Advisory
Agreement, or interested persons (as defined in 1940 Act) of any party to the
Investment Advisory Agreement by votes cast in person at a meeting called for
such purpose.
The Investment Advisory Agreement is 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. The Investment Advisory Agreement also terminates
automatically in the event of any assignment, as defined in the 1940 Act.
The Investment Advisory Agreement provides that the Adviser 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 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.
B-23
<PAGE> 57
From time to time, advertisements, supplemental sales literature and
information furnished to present or prospective shareholders of the Funds may
include descriptions of the Adviser including, but not limited to, (i) a
description of the adviser's operations; (ii) descriptions of certain personnel
and their functions; and (iii) statistics and rankings related to the adviser's
operations.
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 (with the
exception of the institutional money market 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 (0.25%) 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
B-24
<PAGE> 58
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 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 lower operating
expenses, the Distributor may voluntarily reduce its fees under the Distribution
Plan.
The Distributor received the following amounts under the Distribution
Plan:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
AUGUST 31, 1999 AUGUST 31, 1998
--------------- ---------------
Additional Additional Additional
Amount Amount Amount
Paid Waived Paid Waived Paid Waived
---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Fund $0 $1,040,542 $0 $934,531 $0 $615,553
Cash Management Fund 0 1,289,379 0 1,018,870 0 922,562
Bond Fund 141,969 0 116,086 0 82,138 0
Intermediate Bond Fund 219,627 0 203,189 0 160,141 0
Intermediate Tax-Free Bond Fund 0 76,352 0 71,687 0 68,078
Short-Term Income Fund 69,143 66,742 0 53,506 0 36,765
Equity Fund 476,212 0 487,100 0 302,044 0
Balanced Fund 0 131,166 0 95,717 0 66,359
Growth Equity Fund 290,232 0 - - - -
Small Cap Equity Fund 0 7,824 - - - -
Aggressive Growth Fund 21,704 - 112,919 0 - -
</TABLE>
Substantially all of the amount received by the Distributor under the
Distribution Plan during the last fiscal year, the periods from September 1,
1998 to August 31, 1999, was spent on compensation to dealers. BISYS retained
0.49% and spent this amount on printing and mailing of prospectuses. The total
amount spent on compensation to dealers during the last fiscal year was
$1,213,049. The total amount retained by BISYS during the last fiscal year was
$5,838.
B-25
<PAGE> 59
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 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.
B-26
<PAGE> 60
PORTFOLIO TRANSACTIONS
----------------------
Pursuant to the Investment Advisory Agreement, 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 Institutional Money Market Funds, the Money Market Funds,
and the Bond 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
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 Adviser generally seeks competitive spreads or commissions, the Funds
may not necessarily pay the lowest spread or commission available on each
transaction, for reasons discussed below.
During the fiscal year ended August 31, 1999, the Funds paid aggregate
brokerage commissions as follows:
Equity Fund $558,258
Aggressive Growth Fund $104,769
Balanced Fund $104,663
Growth Equity Fund $236,072
Small Cap Equity Fund $ 25,692
During the fiscal year ended August 31, 1998, the Funds paid aggregate
brokerage commissions as follows:
Equity Fund $279,771
Aggressive Growth Fund $118,045
Balanced Fund $ 56,206
Growth Equity Fund $ 61,297
During the fiscal year ended August 31, 1997, the Funds paid aggregate
brokerage commissions as follows:
Equity Fund $212,467
Aggressive Growth Fund $ 37,432
Balanced Fund $ 26,379
B-27
<PAGE> 61
Allocation of transactions, including their frequency, to various
dealers is determined by the 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 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 Adviser and does not reduce the
advisory fees payable to the Adviser. Such information may be useful to the
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 Adviser, the Distributor,
or their affiliates except as may be permitted under the 1940 Act, and will not
give preference to correspondents of an 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
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 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 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 the Investment Advisory Agreement, in making
investment recommendations for the Funds, the 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 Adviser or their respective parents or
subsidiaries or affiliates unless legally required to do so and, in dealing with
its commercial customers, the 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.
B-28
<PAGE> 62
ADMINISTRATOR
-------------
BISYS Fund Services Ohio ("BISYS") serves as general manager and
administrator (the "Administrator") to each Fund pursuant to the Management and
Administration Agreement (the "Administration Agreement"). The Administrator
assists in supervising all operations of each Fund (other than those performed
under the Investment Advisory, Custodian, Fund Accounting, and Transfer Agency
Agreements for that Fund). The Administrator is a broker- dealer registered with
the SEC and is a member of the National Association of Securities Dealers, Inc.
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 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 SEC, 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, 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 (0.20%) 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.
BISYS received the following fees for management and administrative
services:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
August 31, 1999 August 31, 1998 August 31, 1997
--------------- --------------- ---------------
Paid Paid Paid
---- ---- ----
<S> <C> <C> <C>
U.S. Treasury Fund $832,442 $747,624 $492,442
Cash Management Fund 958,511 815,098 738,049
Bond Fund 113,576 92,870 65,711
Intermediate Bond Fund 175,704 162,552 128,113
Intermediate Tax-Free Bond Fund 61,081 57,350 54,462
Short-Term Income Fund 108,497 42,805 29,412
Equity Fund 380,973 389,681 241,635
Balanced Fund 104,934 76,574 53,087
Growth Equity Fund 232,188 114,841 -
Small Cap Equity Fund 6,259 - -
Aggressive Growth Fund 14,453 86,058 90,335
</TABLE>
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
B-29
<PAGE> 63
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, BOK became the Sub-Administrator to the Funds
pursuant to an agreement between the Administrator and BOK. Pursuant to this
agreement, BOK 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 (0.05%) of each Fund's average net assets.
BOK received the following fees for Sub-Administration services:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
August 31, 1999 August 31, 1998 August 31, 1997
--------------- --------------- ---------------
Paid Paid Paid
---- ---- ----
<S> <C> <C> <C>
U.S. Treasury Fund $20,611 $373,811 $123,111
Cash Management Fund 239,628 407,548 184,512
Bond Fund 15,270 63,848 16,428
Intermediate Bond Fund 27,124 111,754 32,028
Intermediate Tax-Free Bond Fund 43,926 39,428 13,616
Short-Term Income Fund 28,394 29,428 7,353
Equity Fund 26,234 336,099 60,409
Balanced Fund 95,243 70,830 13,272
Growth Equity Fund 58,047 99,050 -
Small Cap Equity Fund 1,565 - -
Aggressive Growth Fund 2,891 74,225 22,584
</TABLE>
DISTRIBUTOR
-----------
BISYS serves as distributor to each of the Funds pursuant to its
Distribution Agreement with the Funds.
CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTANT
---------------------------------------------
Cash and securities owned by each of the Funds are held by BOK as
custodian. Under the Custodian Agreement 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 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.
B-30
<PAGE> 64
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 (0.03%) 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.
BISYS Fund Services Ohio, Inc. serves as transfer agent to each of the
Funds pursuant to a Transfer Agency Agreement with the Funds. 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 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. an annual fee of two one-hundredths of one percent
(0.02%) of each Fund's average daily net assets. In addition to the annual per
fund fee, BISYS is entitled to receive an annual per account fee of $15.00 for
each IRA account and the following annual fees:
<TABLE>
<CAPTION>
RETAIL - LOAD RETAIL - NO-LOAD INSTITUTIONAL
<S> <C> <C> <C>
Daily Dividend: $25.00 per account $21.00 per account $17.00 per account
Annual Dividend: $23.00 per account $19.00 per account $15.00 per account
</TABLE>
BISYS Fund Services Ohio, Inc. is also entitled to be reimbursed for
out-of-pocket expenses in providing services under the Transfer Agency
Agreement.
BISYS Fund Services Ohio, Inc. serves as fund accountant for each Fund
pursuant to a Fund Accounting Agreement with the Funds. 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 from each Fund as follows:
three one-hundredths of one percent (0.03%) of average net assets up to $150
million; two one-hundredths of one percent (0.02%) of average net assets in
excess of $150 million up to $250 million; one and one-half one-hundredths of
one percent (0.015%) of average net assets in excess of $250 million. BISYS Fund
Services Ohio, Inc. is also entitled to be reimbursed for
B-31
<PAGE> 65
out-of-pocket expenses in providing services under the Fund Accounting
Agreement. 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.
AUDITORS
--------
KPMG LLP, Two Nationwide Plaza, Columbus, Ohio, 43215, serves as
independent public accountants for the Funds.
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
---------------------
Each Fund is a separate series of a Massachusetts business trust which
was organized on October 1, 1987 and began active operations in August of 1990.
The 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 twelve series
of Shares which represent interests in the Institutional U.S. Treasury Fund, the
Institutional Cash Management Fund, the U.S. Treasury Fund, the Cash Management
Fund, the Bond Fund, the Intermediate Bond Fund, the Intermediate Tax-Free Bond
Fund, the Short- Term Income Fund, the Equity Fund, the Balanced Fund, the
Growth Equity Fund and the Small Cap Equity Fund. The Aggressive Growth Fund was
liquidated on February 19, 1999. The 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, 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
B-32
<PAGE> 66
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 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 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.
B-33
<PAGE> 67
CALCULATION OF PERFORMANCE DATA
-------------------------------
Yields based on the seven-day period ended August 31, 1999 (the "base
period") were as follows:
U.S. Treasury Fund 4.54%
Cash Management Fund 4.75%
Effective yields based on the base period were as follows:
U.S. Treasury Fund 4.64%
Cash Management Fund 4.87%
Each Institutional Money Market Fund's and 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 Institutional Money Market Fund's and 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.
Yields based on the thirty-day period ended August 31, 1999 ("30-day
base period") were as follows:
<TABLE>
<CAPTION>
FUND WITH SALES LOAD WITHOUT SALES LOAD
<S> <C> <C>
Bond Fund 6.09% 6.34%
Intermediate Bond Fund 5.77% 5.95%
Intermediate Tax-Free Bond Fund 3.95% 4.07%
Short-Term Income Fund 6.05% 6.17%
</TABLE>
The 30-day yield of each Bond 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) to the 6th power -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.
B-34
<PAGE> 68
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%.
The average annual total return of each Bond Fund and Equity 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.
The average annual total returns for the one-year period ended August
31, 1999 were as follows:
FUND WITH SALES LOAD WITHOUT SALES LOAD
Bond Fund -4.21% -0.19%
Intermediate Bond Fund -1.28% 1.73%
Intermediate Tax-Free Bond Fund -2.82% 0.19%
Short-Term Income Fund 1.55% 3.66%
Equity Fund 21.54% 27.92%
Balanced Fund 12.60% 18.51%
Growth Equity Fund 35.10% 42.19%
Small Cap Equity Fund -0.51% 4.77%
The average annual total returns for the five-year period ended
August 31, 1999 were as follows:
FUND WITH SALES LOAD WITHOUT SALES LOAD
Bond Fund 5.52% 6.39%
Intermediate Bond Fund 5.13% 5.78%
Intermediate Tax-Free Bond Fund 4.43% 5.06%
B-35
<PAGE> 69
Equity Fund 19.52% 20.74%
Growth Equity Fund 26.38% 27.69%
The average annual total returns for the period from commencement of
operations through August 31, 1999 were as follows:
<TABLE>
<CAPTION>
FUND COMMENCEMENT OF OPERATIONS WITH SALES LOAD WITHOUT SALES LOAD
<S> <C> <C> <C>
Bond Fund September 28, 1990 5.29% 5.73%
Intermediate Bond Fund September 28, 1990 6.99% 7.48%
Intermediate Tax-Free Bond Fund May 29, 1992 5.29% 5.73%
Short-Term Income Fund October 19, 1994 5.61% 6.04%
Equity Fund September 28, 1990 15.12% 15.79%
Balanced Fund June 1, 1995 14.28% 15.67%
Growth Equity Fund(1) June 30, 1994 26.15% 27.41%
Small Cap Equity Fund February 17, 1999 -0.51%* 4.77%*
</TABLE>
* Aggregate total return for the period.
(1) The performance data for the Growth Equity Fund includes the
performance history of its predecessor fund, a common trust fund, for the period
from June 30, 1994 until the Growth Equity Fund commenced operations on November
3, 1997. The predecessor fund was not registered under the 1940 Act and
therefore was not subject to certain investment restrictions, limitations and
diversification requirements imposed by the 1940 Act and the Code. If the
predecessor fund had been subject to such requirements under the 1940 Act and
the Code its performance may have been adversely affected.
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.
B-36
<PAGE> 70
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, 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 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
B-37
<PAGE> 71
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
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 SEC 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 SEC. Copies of such information may be obtained from the Commission's
website at http://www.sec.gov or 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
B-38
<PAGE> 72
representation other than those contained in the Prospectus and Statement of
Additional Information.
As of _____, 2000, 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 __% of the U.S. Treasury Fund's Shares, __% of the Cash
Management Fund's Shares,__% of the Bond Fund's Shares, __% of the Intermediate
Bond Fund's Shares,__% of the Intermediate Tax-Free Bond Fund's Shares, __% of
the Short-Term Income Fund's Shares,__% of the Equity Fund's Shares,__% of the
Balanced Fund's Shares,__% of the Growth Equity Fund's Shares, and __% of the
Small Cap Equity Fund's Shares. As of _____, 2000 Bank of Oklahoma, N.A. and its
bank affiliates possessed, on behalf of its underlying accounts, voting or
investment power with respect to __% of the U.S. Treasury Fund's Shares, __%of
the Cash Management Fund's Shares, __% of the Bond Fund's Shares,__% of the
Intermediate Bond Fund's Shares, __% of the Intermediate Tax-Free Bond Fund's
Shares, __% of the Short-Term Income Fund's Shares,__% of the Equity Fund's
Shares, __% of the Balanced Fund's Shares, __% of the Growth Equity Fund's
Shares, and __% of the Small Cap Equity 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.
As of ________, 2000, the trustees and officers of the Funds, as a
group, owned less than one percent of the Shares of each of the Funds.
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
_______, 2000:
<TABLE>
<CAPTION>
Amount of Beneficial Percent
Name and Address Ownership (Shares) of Fund
---------------- ------------------ -------
<S> <C> <C>
U.s. Treasury Fund
------------------
NABANK and Co.
P.O. Box 2180
Tulsa, OK 74192
Cash Management Fund
--------------------
NABANK and Co.
P.O. Box 2180
Tulsa, OK 74192
Bond Fund
---------
</TABLE>
B-39
<PAGE> 73
NABANK and Co.
P.O. Box 2180
Tulsa, OK 74192
Intermediate Bond Fund
----------------------
NABANK and Co.
P.O. Box 2180
Tulsa, OK 74192
Intermediate Tax-free Bond Fund
-------------------------------
NABANK and Co.
P.O. Box 2180
Tulsa, OK 74192
Short Term Income Fund
----------------------
NABANK and Co.
All Reinvest Account
P.O. Box 2180
Tulsa, OK 74192
NABANK and Co.
Income
Cash/CG/Reinvest
P.O. Box 2180
Tulsa, OK 74192
Equity Fund
-----------
NABANK and Co.
P.O. Box 2180
Tulsa, OK 74192
Balanced Fund
-------------
NABANK and Co.
P.O. Box 2180
Tulsa, OK 74192
B-40
<PAGE> 74
Growth Equity Fund
------------------
NABANK and Co.
P.O. Box 2180
Tulsa, OK 74192
Small Cap Equity Fund
---------------------
NABANK and Co.
P.O. Box 2180
Tulsa, OK 74192
FINANCIAL STATEMENTS
The Independent Auditors' Report, Financial Highlights, and Financial
Statements included in the American Performance Funds' Annual Report for the
fiscal year ended August 31, 1999, are incorporated by reference into this
Statement of Additional Information. A copy of the Annual Report dated as of
August 31, 1999 and the Semi-Annual Report dated as of February 28, 1999 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-41
<PAGE> 75
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 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-42
<PAGE> 76
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 An obligation rated AAA has the highest rating assigned by
S&P. The obligor's capacity to meet its financial commitment
on the obligation is extremely strong.
AA An obligation rated AA differs from the highest-rated
obligations only in small degree. The obligor's capacity to
meet its financial commitment on the obligation is very
strong.
A An obligation rated A is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories.
However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity
of the obligor to meet its financial commitment on the
obligation.
Obligations rated BB, B, CCC, CC, and C are regarded as having
significant speculative characteristics. BB indicates the
least degree of speculation and C the highest. While such
obligations will likely have some quality and protective
characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
BB An obligation rated BB is less vulnerable to nonpayment than
other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or
economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the
obligation.
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.
B-43
<PAGE> 77
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.
Description of the three highest long-term debt ratings by Fitch IBCA (plus or
minus signs are used with a rating symbol to indicate the relative position of
the credit within the rating category):
AAA Obligations which have the highest rating assigned by Fitch
IBCA. Capacity for timely repayment principal and interest is
extremely strong relative to other obligors in the same
country.
AA Obligations for which capacity for timely repayment of
principal and interest is very strong relative to other
obligors in the same country. The risk attached to these
obligations differs only slightly from the country's highest
rated debt.
A Obligations for which capacity for timely repayment of
principal and interest is strong relative to other obligors in
the same country. However, adverse changes in business,
economic or financial conditions are more likely to affect the
capacity for timely repayment than for obligations in higher
rated categories.
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 ability for repayment of senior short-term
debt obligations. Prime-1 repayment ability will often
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.
B-44
<PAGE> 78
-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 ability 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 A short-term obligation rated A-1 is rated in the highest
category by S&P. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category,
certain obligations are designated with a plus sign (+). This
indicates that the obligor's capacity to meet its financial
commitment on these obligations is extremely strong.
A-2 A short-term obligation rated A-2 is somewhat more susceptible
to the adverse effects of changes in circumstances and
economic conditions than obligations in higher rating
categories. However, the obligor's capacity to meet its
financial commitment on the obligation is satisfactory.
A-3 A short-term obligation rated A-3 exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity
of the obligor to meet its financial commitment on the
obligation.
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):
B-45
<PAGE> 79
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
issues as to investment grade. Risk factors are larger and
subject to more variation. Nevertheless, timely payment is
expected.
Fitch IBCA's description of its three highest short-term debt ratings:
Fl Obligations assigned this rating have the highest capacity for
timely repayment under Fitch IBCA's national rating scale for
that country, relative to other obligations in the same
country. Where issues possess a particularly strong credit
feature, a "+" is added to the assigned rating.
F2 Obligations supported by a strong capacity for timely
repayment relative to other obligors in the same country.
However, the relative degree of risk is slightly higher than
for issues classified as 'Al' and capacity for timely
repayment may be susceptible to adverse changes in business,
economic, or financial conditions.
F3 Obligations supported by an adequate capacity for timely
repayment relative to other obligors in the same country. Such
capacity is more susceptible to adverse changes in business,
economic, or financial conditions than for obligations in
higher categories.
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.
B-46
<PAGE> 80
MIG-2/VMIG-2 This designation denotes high quality.
Margins of protection are ample although not
so large as in the preceding group.
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.
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 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 the obligation is more susceptible to adverse
developments (both internal and external) than those
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-47
<PAGE> 81
REGISTRATION STATEMENT
OF
AMERICAN PERFORMANCE FUNDS
ON
FORM N-1A
PART C. OTHER INFORMATION
Item 23. EXHIBITS
(a) 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).
(b)(1) 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).
(b)(2) 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).
(b)(3) 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).
(c) 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).
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).
<PAGE> 82
(d)(1) 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).
(d)(2) Investment Advisory Agreement between Registrant and Bank
of Oklahoma, N.A. dated July 25, 1997 is incorporated by
reference to Exhibit (d)(2) to Post-Effective Amendment
No. 20 to the Funds' Registration Statement (filed October
29, 1999).
(d)(3) Sub-Investment Advisory Agreement between Bank of
Oklahoma, N.A. and AMR Investment Services, Inc. dated
June 16, 1997 is incorporated by reference to Exhibit 5(b)
to Post-Effective Amendment No. 16 to the Funds'
Registration Statement (filed December 17, 1997).
(d)(4) Amended Schedule A dated January 21, 1999 to the
Investment Advisory Agreement between Registrant and Bank
of Oklahoma, N.A. dated July 25, 1997 is incorporated by
reference to Exhibit (d)(4) to Post-Effective Amendment
No. 20 to the Funds' Registration Statement (filed October
29, 1999).
(e)(1) 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).
(e)(2) Amended Schedules A and B dated January 21, 1999 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 (e)(2) to Post-Effective Amendment
No. 20 to the Funds' Registration Statement (filed October
29, 1999).
(f) None.
(g)(1) 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).
(g)(2) Amended Schedule A dated January 21, 1999 to Custodian
Agreement dated September 5, 1990 between Registrant and
Bank of Oklahoma,
C-2
<PAGE> 83
N.A. is incorporated by reference to Exhibit (g)(2) to
Post-Effective Amendment No. 20 to the Funds' Registration
Statement (filed October 29, 1999).
(h)(1) 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).
(h)(2) Administration Agreement between Registrant and BISYS Fund
Services Ohio, Inc. dated September 15, 1999 is
incorporated by reference to Exhibit (h)(2) to
Post-Effective Amendment No. 20 to the Funds' Registration
Statement (filed October 29, 1999).
(h)(3) 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).
(h)(4) Transfer Agency Agreement between Registrant and BISYS
Fund Services Ohio, Inc. dated September 15, 1999 is
incorporated by reference to Exhibit (h)(4) to
Post-Effective Amendment No. 20 to the Funds' Registration
Statement (filed October 29, 1999).
(h)(5) 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 incorporated by reference to
Exhibit 9(d) to Post-Effective Amendment No. 15 to the
Funds' Registration Statement (filed June 24, 1997).
(h)(6) Fund Accounting Agreement between Registrant and BISYS
Fund Services Ohio, Inc. dated September 15, 1999, is
incorporated by reference to Exhibit (h)(6) to
Post-Effective Amendment No. 20 to the Funds' Registration
Statement (filed October 29, 1999).
(h)(7) Sub-Administration Agreement between BISYS Fund Services,
Limited Partnership and Bank of Oklahoma, N.A. dated July
25, 1997 is incorporated by reference to Exhibit 9(f) to
Post-Effective Amendment No. 16 to the Funds' Registration
Statement (filed December 17, 1997).
C-3
<PAGE> 84
(h)(8) Sub-Administration Agreement between BISYS Fund Services,
Ohio, Inc. and Bank of Oklahoma, N.A. dated September 15,
1999, is incorporated by reference to Exhibit (h)(8) to
Post-Effective Amendment No. 20 to the Funds' Registration
Statement (filed October 29, 1999).
(i) Opinion of Ropes & Gray is filed herewith.
(j)(2) Consent of Ropes & Gray is filed herewith.
(k) Omitted Financial Statements: None.
(l) 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).
(m)(1) 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).
(m)(2) 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).
(m)(3) 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).
(m)(4) Amended Schedule A to Amended and Restated Distribution
and Shareholder Services Plan dated October 1, 1993, is
incorporated by reference to Exhibit (m)(4) to
Post-Effective Amendment No. 20 to the Funds' Registration
Statement (filed October 29, 1999).
(o) None.
(p)(1) Code of Ethics for the American Performance Funds.
C-4
<PAGE> 85
(p)(2) Code of Ethics for Bank of Oklahoma, N.A.
(p)(3) Code of Ethics for BISYS Fund Services.
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT
There are no persons controlled or under common control with the
Registrant.
Item 25. 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-5
<PAGE> 86
Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Bank of Oklahoma, N.A. ("BOK") serves as Registrant's investment
adviser.
To the knowledge of Registrant, none of the directors or officers of
BOK 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 who are engaged
in any other business, profession, vocation or employment of a
substantial nature.
<TABLE>
<CAPTION>
BANK OF OKLAHOMA, N.A.
Name and Position With Other
Bank of Oklahoma Substantial Type of
N.A. Occupation Business
--------------------- ---------- --------
<S> <C> <C>
W. Wayne Allen Chairman and Chief Executive Officer, Oil
Director Phillips Petroleum Company, 18 Phillips
Building, Bartlesville, OK 74004
Keith E. Bailey Chairman, President and Chief Executive Oil, Gas and
Director Officer, The Williams Companies, Inc., Telecommunications
P.O. Box 2400, Tulsa, OK 74102
Glenn A. Cox (Retired President and Chief Operating Oil
Director Officer, Phillips Petroleum Company),
401 SE Dewey, Suite 318, Bartlesville,
OK 74003
Dr. Robert H. Donaldson (Former President, University of Tulsa), Education
Director 6449 S. Richmond, Tulsa, OK 74136
</TABLE>
C-6
<PAGE> 87
<TABLE>
<CAPTION>
<S> <C> <C>
James O. Goodwin Chief Executive Officer, The Oklahoma Publishing
Director Eagle Publ. Co., 624 East Archer, Tulsa,
OK 74120
D. Joseph Graham Vice President and Chief Financial Oil
Director Officer, Kaiser-Francis Oil Company,
P.O. Box 21468, Tulsa, OK 74121-1468
V. Burns Hargis None
Director and Vice Chairman
Eugene A. Harris None
Director and Executive
Vice President
E. Carey Joullian IV President, Mustang Fuel Corporation, Energy
Director 2000 Classen Blvd., 800E, Oklahoma
City, OK 73106-6036
George B. Kaiser President and Owner, Kaiser-Francis Oil Oil
Director and Co., P.O. Box 21468, Tulsa, OK 74121-
Chairman of the Board 1468
David R. Lopez President, Oklahoma Southwestern Bell Telecommunications
Director Telephone, 800 North Harvey, Oklahoma
City, OK 73102
Stanley A. Lybarger None
Director, President and
Chief Executive Officer
(Retired Chairman and Chief Executive Oil
Frank A. McPherson Officer Kerr-McGee Corporation), The
Director Oil Center, 2601 Northwest Expressway,
Suite 805E, Oklahoma City, OK 73112
</TABLE>
C-7
<PAGE> 88
<TABLE>
<CAPTION>
<S> <C> <C>
J. Larry Nichols Chief Executive Officer and President, Energy
Director Devon Energy Corporation, 20 North
Broadway, Suite 1500, Oklahoma City,
OK 73102-8260
James W. Pielsticker President, Arrow Trucking Company, Trucking
Director 4230 South Elwood, P.O. Box 3750,
Tulsa, OK 74101
E.C. "Kip" Richards Senior Vice President of Operations, Oil
Director Sooner Pipe and Supply Corporation,
MidContinent Tower, 10th Floor, 401 S.
Boston, Tulsa, OK 74103
L. Francis Rooney, III Chairman and Chief Executive Officer, Construction
Director Manhattan Construction Company, 111
W. 5th Street, Suite 1000, Tulsa, OK
74103-4253
James A. White None
Director, Executive Vice
President and Chief
Financial Officer
</TABLE>
The address of Bank of Oklahoma, N.A. is P.O. Box 2300, Tulsa, Oklahoma 74192
The address of the BOK Financial Corporation is One Williams Center, Bank of
Oklahoma Tower, Tulsa, Oklahoma 74192
C-8
<PAGE> 89
Item 27. PRINCIPAL UNDERWRITER
(a) BISYS Fund Services, Limited Partnership acts as distributor
and administrator for Registrant. BISYS Fund Services also
distributes the securities of the following investment
companies: Alpine Equity Trust, AmSouth Mutual Funds, The BB&T
Funds, The Coventry Group, ESC Strategic Funds, Inc., The
Eureka Funds, Fifth Third Funds, Governor Funds, Hirtle
Callaghan Trust, HSBC Funds Trust, HSBC Mutual Funds Trust,
The Infinity Mutual Funds, Inc., INTRUST Funds Trust, Magna
Funds, Mercantile Mutual Funds, Inc., Meyers Investment Trust,
MMA Praxis Mutual Funds, M.S.D.&T. Funds, Pacific Capital
Funds, Puget Sound Alternative Investment Series Trust, The
Republic Funds Trust, The Republic Advisor Funds Trust, Sefton
Funds, The Sessions Group, SSgA International Liquidity Fund,
Summit Investment Trust, Variable Insurance Funds, The Victory
Portfolios, The Victory Variable Insurance Funds, and Vintage
Mutual Funds, Inc.
(b) Partners of BISYS Fund Services as of the date of this Part C
are as follows:
<TABLE>
<CAPTION>
Positions and Positions and
Name and Principal Offices with Offices with
Business Address BISYS Fund Services Registrant
------------------- ------------------- ---------------
<S> <C> <C>
BISYS Fund Services, Inc. Sole General Partner None
3435 Stelzer Road
Columbus, Ohio 43219
WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, NJ 07424
</TABLE>
Each of these corporations is a subsidiary of The BISYS Group, Inc., 150 Clove
Road, Little Falls, NJ 07424.
Item 28. 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 former Sub-Investment Adviser).
(3) BISYS Fund Services, LP, 3435 Stelzer Road, Columbus, Ohio
43219 (records relating to its functions as Administrator and
Distributor).
C-9
<PAGE> 90
(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 29. MANAGEMENT SERVICES
N/A.
Item 30. 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-10
<PAGE> 91
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Amendment No. 22 to the Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Washington, District of Columbia on
the 25th day of September 2000.
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. 22 to the Registration Statement has been signed
below by the following persons in the capacity and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman, President
*/s/Walter B. Grimm and Trustee September 25, 2000
-------------------
Walter B. Grimm
*/s/Jeffrey Shiverdecker Treasurer September 25, 2000
------------------------
Jeffrey Shiverdecker
*/s/Michael J. Hall Trustee September 25, 2000
-------------------
Michael J. Hall
*/s/Perry A. Wimpey Trustee September 25, 2000
-------------------
Perry A. Wimpey
*/s/I. Edgar Hendrix Trustee September 25, 2000
--------------------
I. Edgar Hendrix
</TABLE>
* By: /s/Alan G. Priest
-----------------------
Alan G. Priest, As
Attorney-in-Fact Pursuant
to Powers of Attorney Filed Herewith.
<PAGE> 92
POWER OF ATTORNEY
-----------------
Michael J. Hall, 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: July 25, 1997 /s/ Michael J. Hall
------------------------
Michael J. Hall
<PAGE> 93
POWER OF ATTORNEY
-----------------
Perry A. Wimpey, 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: July 25, 1997 /s/ Perry A. Wimpey
------------------------
Perry A. Wimpey
<PAGE> 94
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 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, 1997 /s/ I. Edgar Hendrix
-------------------------
I. Edgar Hendrix
<PAGE> 95
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 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, 1997 /s/ Walter B. Grimm
------------------------
Walter B. Grimm
<PAGE> 96
POWER OF ATTORNEY
-----------------
Jeffrey Shiverdecker, whose signature appears below, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, and Alyssa
Albertelli, 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: October 29, 1999 /s/ Jeffrey Shiverdecker
--------------------------
Jeffrey Shiverdecker
<PAGE> 97
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE NO.
--------- ----------- --------
(i) Opinion of Ropes & Gray.
(j)(2) Consent of Ropes & Gray.
(p)(1) Code of Ethics for American Performance Funds
(p)(2) Code of Ethics for Bank of Oklahoma, N.A.
(p)(3) Code of Ethics for BISYS Funds Services
