0000950152-07-009881 Sample Contracts

FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • December 28th, 2007 • American Performance Funds • Massachusetts

This Shareholder Servicing Agreement (the “Agreement”) is made as of , 2007, by American Performance Funds, a Massachusetts business trust (the “Trust”) and , a [jurisdiction/form of organization] (the “Service Provider”) (each a “Party,” and collectively, the “Parties”).

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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.)
Administration Agreement • December 28th, 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:

DISTRIBUTION AGREEMENT
Distribution Agreement • December 28th, 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.

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 28th, 2007 • American Performance Funds • Massachusetts

THIS AGREEMENT is made as of July 1, 2004 by and between BOK INVESTMENT ADVISERS, INC., an Oklahoma corporation (the “Administrator”), and BISYS FUND SERVICES OHIO, INC., an Ohio corporation (the “Sub-Administrator” or “BISYS”).

ADMINISTRATION AGREEMENT
Administration Agreement • December 28th, 2007 • American Performance Funds • Massachusetts

THIS AGREEMENT is made as of this 1st day of July, 2004 by and between AMERICAN PERFORMANCE FUNDS, a Massachusetts business trust (the “Trust”), and BOK INVESTMENT ADVISERS, INC., an Oklahoma corporation (the “Administrator”).

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 28th, 2007 • American Performance Funds

This Amendment (“Amendment”) is dated January 31, 2007 between American Performance Funds (the “Trust”) and BISYS Fund Services, Ohio, Inc. (“BISYS”). The parties hereby amend the Transfer Agency Agreement between the Trust and BISYS dated July 1, 2004 (as amended, the “Agreement”) as set forth below.

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • December 28th, 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”).

TRADE PROCESSING AGREEMENT
Trade Processing Agreement • December 28th, 2007 • American Performance Funds • Massachusetts

This Agreement is entered into as of October 31, 2003 by and among American Performance Funds (the “Trust”), a Massachusetts business trust, and BISYS Retirement Services, Inc. (“Retirement Services”), a Delaware corporation, with respect to each currently existing investment portfolio of the Trust and each investment portfolio of the Trust that may be established from time to time (such investment portfolios being individually referred to herein as the “Fund” and collectively as the “Funds.”)

TRADE PROCESSING AGREEMENT
Trade Processing Agreement • December 28th, 2007 • American Performance Funds • Massachusetts

This Agreement is entered into as of October 31, 2003 by and among American Performance Funds (the “Trust”), a Massachusetts business trust, and Bank of Oklahoma, N.A. (“Fiduciary”), a national banking association, with respect to each currently existing investment portfolio of the Trust and each investment portfolio of the Trust that may be established from time to time (such investment portfolios being individually referred to herein as the “Fund” and collectively as the “Funds.”)

AMENDMENT TO THE OMNIBUS FEE AGREEMENT, FUND ACCOUNTING AGREEMENT AND TRANSFER AGENCY AGREEMENT
Omnibus Fee Agreement, Fund Accounting Agreement and Transfer Agency Agreement • December 28th, 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.

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: Cash Management Fund Tax-Free Money Market Fund* Intermediate Tax-Free Bond Fund Short-Term...
Sub-Administration Agreement • December 28th, 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

COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • December 28th, 2007 • American Performance Funds • Ohio

AGREEMENT effective as of the 28th day of September, 2004, between AMERICAN PERFORMANCE FUNDS (the “Trust”), a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS FUND SERVICES OHIO, INC. (“BISYS”), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.

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