0000950152-07-008107 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • October 19th, 2007 • American Performance Funds • Massachusetts

AGREEMENT made as of August 2, 2007, between American Performance Funds (the “Trust”), having an office at 3435 Stelzer Road, Columbus, Ohio 43219, and BOSC, Inc. (“Distributor”), having an office at One Williams Center, Plaza Level, Bank of Oklahoma Tower, Tulsa, Oklahoma 74172.

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Portfolios: This Agreement shall apply to all Portfolios of the Trust either now or hereafter created. The current portfolios of the Trust are set forth below:
Sub-Administration Agreement • October 19th, 2007 • American Performance Funds

Pursuant to Article 4, in consideration of services rendered and expenses assumed pursuant to this Agreement, the Administrator will pay the Sub-Administrator on the first business day of each month, or at such time(s) as the Sub-Administrator shall request and the parties hereto shall agree, a fee computed daily at the annual rate of:

Exhibit (e)(2) BOSC, Inc., Distributor DEALER AGREEMENT Re: American Performance Funds Ladies and Gentlemen:
American Performance Funds • October 19th, 2007 • Oklahoma

As the distributor of the shares (“Shares”’) of each investment company portfolio (“Fund”), of the investment company or companies covered hereunder (collectively, “Company”) which may be amended by us from time to time, BOSC, Inc. (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

SCHEDULE A TO THE ADMINISTRATION AGREEMENT DATED AS OF JULY 1, 2004 BETWEEN AMERICAN PERFORMANCE FUNDS AND AXIA INVESTMENT MANAGEMENT, INC. (formerly BOK INVESTMENT ADVISERS, INC.)
The Administration Agreement • October 19th, 2007 • American Performance Funds

PORTFOLIOS: This Agreement shall apply to all Portfolios of the Trust either now or hereafter created. The current portfolios of the Trust are set forth below:

AMENDMENT No. 1 OMNIBUS FEE AGREEMENT
Omnibus Fee Agreement • October 19th, 2007 • American Performance Funds

This Amendment (“Amendment”) is dated May 1, 2007 between American Performance Funds (the “Trust”) a Massachusetts business trust and BISYS Fund Services, Ohio, Inc. (“BISYS”) an Ohio Corporation.

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • October 19th, 2007 • American Performance Funds

THIS AMENDMENT is made as of May 1, 2007, between American Performance Funds, a Massachusetts business trust (the “Trust”), and Bank of Oklahoma, N.A., a national banking association (the “Custodian”), to that certain Custodian Agreement dated September 5, 1990 (as amended, the “Agreement”).

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