0001534424-16-001222 Sample Contracts

SCHEDULE A TO THE ADMINISTRATION AGREEMENT
Administration Agreement • December 22nd, 2016 • Cavanal Hill 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:

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FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • December 22nd, 2016 • 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”).

Amendment to Sub-Administation agreement
Sub-Administation Agreement • December 22nd, 2016 • Cavanal Hill Funds

This AMENDMENT to SUB-ADMINSITRATION AGREEMENT (the “Amendment”) made as of December 1, 2016, among Cavanal Hill Investment Management, Inc., an Oklahoma corporation (the “Administrator”) and Citi 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.

DISTRIBUTOR FEE WAIVER AGREEMENT
Fee Waiver Agreement • December 22nd, 2016 • Cavanal Hill Funds

This Distributor Fee Waiver Agreement (the “Agreement”) is made effective as of December 31, 2016 (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 Cavanal Hill Distributors, Inc., an Oklahoma corporation (the “Distributor”), having an office at One Williams Center, 15th Floor, Tulsa, OK 74172-0172.

Amendment to FUND ACCOUNTING agreement
Fund Accounting Agreement • December 22nd, 2016 • Cavanal Hill Funds

This AMENDMENT to FUND ACCOUNTING AGREEMENT (the “Amendment”) made as of December 1, 2016, between Cavanal Hill Funds, a Massachusetts business trust (the “Trust”) and Citi 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.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 22nd, 2016 • Cavanal Hill Funds

THIS AGREEMENT is made as of this 31st day of December, 2016 by and among Cavanal Hill Funds (the “Fund”), and Cavanal Hill Investment Management, Inc. (the “Adviser”).

TERMINATION OF INVESTMENT ADVISER FEE WAIVER AGREEMENT
Waiver Agreement • December 22nd, 2016 • Cavanal Hill Funds

This Termination of the Investment Adviser Fee Waiver Agreement (the “Termination Agreement”) made as of December 31, 2016 (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 (the “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 “ Waiver Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO THE BOK FINANCIAL SERVICES SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • December 22nd, 2016 • Cavanal Hill Funds

This AMENDMENT to the BOK FINANCIAL SERVICES SHAREHOLDER SERVICING AGREEMENT (the “Amendment”) made as of December 1, 2016 to become effective on the Effective Date between CAVANAL HILL FUNDS, formerly known as American Performance Funds, a Massachusetts business trust (the “Trust”) and BOK FINANCIAL SERVICES, INC., an Oklahoma corporation, formerly known as BOSC, Inc., (“Service Provider”),to that certain Shareholder Servicing Agreement, dated February 1, 2007, between the Trust and Service Provider (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 TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 22nd, 2016 • Cavanal Hill Funds

This AMENDMENT (the “Amendment”) is made as of December 1, 2016 (to become effective on the Effective Date defined below) between CAVANAL HILL FUNDS, a Massachusetts business trust (the “Trust”) and FIS Investor Services, LLC, a Delaware limited liability company and formerly known as SunGard Investor Services, LLC (“FIS”), and is made to the Amended and Restated Transfer Agency Agreement, dated March 31, 2015, between the Trust and FIS (as successor and assign to Citi Fund Services Ohio, Inc.) (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. For the avoidance of any doubt, references in the Agreement to “Citi” shall be deemed references to FIS.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 22nd, 2016 • Cavanal Hill Funds • Massachusetts

THIS DISTRIBUTION AGREEMENT (the “Agreement”) made effective as of January 1, 2017, between Cavanal Hill Funds (the “Trust”), having an office at 3435 Stelzer Road, Columbus, Ohio 43219-3035, and Cavanal Hill Distributors, Inc. (the “Distributor”), having an office at One Williams Center, 15th Floor, Bank of Oklahoma Tower, Tulsa, Oklahoma 74172.

AMENDMENT TO THE BOKF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • December 22nd, 2016 • Cavanal Hill Funds

This AMENDMENT to the BOKF SHAREHOLDER SERVICING AGREEMENT (the “Amendment”) made as of December 30, 2016 to become effective on the Effective Date between CAVANAL HILL FUNDS, formerly known as American Performance Funds, a Massachusetts business trust (the “Trust”) and BOKF, NA, formerly known as BANK OF OKLAHOMA, N.A., a national banking association (“Service Provider”), to that certain Shareholder Servicing Agreement, dated January 1, 2007, between the Trust and Service Provider (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.

TERMINATION OF DISTRIBUTION AGREEMENT
Termination of Distribution Agreement • December 22nd, 2016 • Cavanal Hill Funds

This Termination of the Distribution Agreement (the “Termination Agreement”) made as of December 30, 2016 (the “Effective Date”) between CAVANAL HILL FUNDS, formerly known as American Performance Funds, a Massachusetts business trust (the “Trust”) and BOK FINANCIAL SECURITIES, INC. formerly known as BOSC, Inc., an Oklahoma corporation (the “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 “Distribution Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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