0001534424-12-000381 Sample Contracts

AMENDMENT TO INVESTMENT ADVISER FEE WAIVER AGREEMENT
Fee Waiver Agreement • December 21st, 2012 • Cavanal Hill Funds

This AMENDMENT TO INVESTMENT ADVISER FEE WAIVER AGREEMENT (the “Amendment”) is made effective as of September 17, 2012 (the “Effective Date”) between CAVANAL HILL FUNDS, formerly known as American Performance Funds, a Massachusetts business trust (the “Trust”) and CAVANAL HILL INVESTMENT MANAGEMENT, INC., an Oklahoma corporation (“Adviser”), to that certain Investment Adviser Fee Waiver Agreement, dated December 31, 2010, between the Trust and Adviser (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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AMENDMENT TO
Transfer Agency Agreement • December 21st, 2012 • Cavanal Hill Funds

This AMENDMENT to TRANSFER AGENCY AGREEMENT (the “Amendment”) made as of September 17, 2012 between CAVANAL HILL FUNDS, formerly known as American Performance Funds, a Massachusetts business trust (the “Trust”) and CITI FUND SERVICES OHIO, INC., formerly known as BISYS Fund Services Ohio, Inc., an Ohio corporation (“Citi”), to that certain Transfer Agency Agreement, dated July 1, 2004, between the Trust and Citi (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • December 21st, 2012 • Cavanal Hill Funds • Massachusetts

This Shareholder Servicing Agreement (the “Agreement”) is made as of _________, 20___, by Cavanal Hill Funds, a Massachusetts business trust (the “Trust”) and ______________________________, a [jurisdiction/form of organization] (the “Service Provider”) (each a “Party,” and collectively, the “Parties”).

DISTRIBUTOR FEE WAIVER AGREEMENT
Fee Waiver Agreement • December 21st, 2012 • Cavanal Hill Funds

This Distributor Fee Waiver Agreement (the “Agreement”) is made effective as of September 17, 2012 (the “Effective Date”), between the Cavanal Hill Funds, a Massachusetts business trust (the “Trust”), having an office at 3435 Stelzer Road, Columbus, OH 43219-3035, and BOSC, Inc., an Oklahoma corporation (the “Distributor”), having an office at One Williams Center, 15th Floor, Tulsa, OK 74172-0172.

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 21st, 2012 • Cavanal Hill Funds

This AMENDMENT to DISTRIBUTION AGREEMENT (the “Amendment”) made as of September 17, 2012 (the “Effective Date”) between CAVANAL HILL FUNDS, formerly known as American Performance Funds, a Massachusetts business trust (the “Trust”) and BOSC, INC. (“Distributor”), to that certain Distribution Agreement, dated August 2, 2007, between the Trust and Distributor (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO ADMINISTRATION
Fee Waiver Agreement • December 21st, 2012 • Cavanal Hill Funds

This AMENDMENT to ADMINISTRATION FEE WAIVER AGREEMENT (the “Amendment”) made as of September 17, 2012 ( the “Effective Date”) between CAVANAL HILL FUNDS, formerly known as American Performance Funds, a Massachusetts business trust (the “Trust”) and CAVANAL HILL INVESTMENT MANAGEMENT, INC., an Oklahoma corporation (“Administrator”), to that certain Administration Fee Waiver Agreement, dated December 31, 2010, between the Trust and Administrator (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO
Fund Accounting Agreement • December 21st, 2012 • Cavanal Hill Funds

This AMENDMENT to FUND ACCOUNTING AGREEMENT (the “Amendment”) made as of September 17, 2012 between CAVANAL HILL FUNDS, formerly known as American Performance Funds, a Massachusetts business trust (the “Trust”) and CITI FUND SERVICES OHIO, INC., formerly known as BISYS Fund Services Ohio, Inc., an Ohio corporation (“Citi”), to that certain Fund Accounting Agreement, dated July 1, 2004, between the Trust and Citi (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO
Sub-Administration Agreement • December 21st, 2012 • Cavanal Hill Funds

This AMENDMENT to SUB-ADMINISTRATION AGREEMENT (the “Amendment”) made as of September 17, 2012 among CAVANAL HILL INVESTMENT MANAGEMENT, INC., formerly known as AXIA Investment Management, Inc., and BOKF INVESTMENT ADVISERS, INC., both Oklahoma corporations (collectively, the “Administrator”) and CITI FUND SERVICES OHIO, INC., formerly known as BISYS Fund Services Ohio, Inc., an Ohio corporation (“Citi”), to that certain Sub-Administration Agreement, dated July 1, 2004, between the Administrator and Citi (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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