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EXHIBIT (i)
Opinion of Ropes & Gray
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Ropes & Gray
1301 K Street, NW. Suite 800 East
Washington, DC 2005
September 25, 2000
American Performance Funds
3435 Stelzer Road
Columbus, Ohio 43219
Gentlemen:
You have registered under the Securities Act of 1933, as amended (the
"1933 Act") an indefinite number of shares of beneficial interest ("Shares")
of the American Performance Funds ("Trust"), as permitted by Rule 24f-2 under
the Investment Company Act of 1940, as amended (the "1940 Act"). You propose
to file a post-effective amendment on Form N-1A (the "Post-Effective
Amendment") to your Registration Statement as required by Section 10(a)(3) of
the 1933 Act and the Rules thereunder and Section 8(b) of the 1940 Act and the
rules thereunder. The purpose of this filing is to provide unaudited financial
statements for the American Performance Growth Equity Fund and to modify an
investment policy with respect to the American Performance Intermediate Bond
Fund.
We have examined your Agreement and Declaration of Trust on file in the
office of the Secretary of The Commonwealth of Massachusetts and the Clerk of
the City of Boston. We have also examined a copy of your Bylaws and such other
documents, receipts and records as we have deemed necessary for the purpose of
this opinion.
Based upon the foregoing, we are of the opinion that the issue and sale
of the authorized but unissued Shares of each Fund of the Trust described in
said Registration Statement (each a "Series") have been duly authorized under
Massachusetts law. Upon the original issue and sale of your authorized but
unissued Shares and upon receipt of the authorized consideration therefor in
an amount not less than the net asset value of the Shares established and in
force at the time of their sale, the Shares issued will be validly issued,
fully paid and non-assessable.
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American Performance Funds
September 25, 2000
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The American Performance Funds is an entity of the type commonly known
as a "Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Agreement and Declaration of Trust
provides for indemnification out of the property of a particular series of
Shares for all loss and expenses of any shareholder of that series held
personally liable solely by reason of his being or having been a shareholder.
Thus, the risk of shareholder liability is limited to circumstances in which
that series of Shares itself would be unable to meet its obligations.
We understand that this opinion is to be used in connection with the
filing of the Post-Effective Amendment. We consent to the filing of this
opinion with and as part of your Post-Effective Amendment.
Sincerely,
/s/ Ropes & Gray
