AMENDMENT TO INVESTMENT ADVISER FEE WAIVER AGREEMENT

Exhibit (d)(4)

AMENDMENT TO INVESTMENT ADVISER
FEE WAIVER AGREEMENT

This AMENDMENT TO INVESTMENT ADVISER FEE WAIVER AGREEMENT (the “Amendment”) is made as of December 16, 2014 (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.

WHEREAS, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940 (the “1940 Act”), as amended, that consists of nine separate funds (the “Funds”) offered in various classes (the “Classes”) as of the date hereof;

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 (the “1940 Act”), as amended, and serves as investment adviser for the Trust pursuant to that certain Investment Advisory Agreement dated May 12, 2001, between the Trust’s and the Adviser’s predecessors in interest (the “Investment Advisory Agreement”);

WHEREAS, Adviser and the Trust wish to enter into this Amendment to the Agreement in order to update the waivers applicable to the fees payable to Adviser under the Investment Advisory Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and Adviser hereby agree as follows:

1. Effective Date.

The effective date of this Amendment (the “Effective Date”) shall be the date upon which the Post-Effective Amendment to the Registration Statement for the Cavanal Hill Funds that was filed October 31, 2014 becomes effective with the Securities and Exchange Commission and shall continue in effect until February 28, 2015, and thereafter for successive periods of twelve months.

2. Funds.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule A.

3. Representations and Warranties.

(a)   The Trust represents (i) that it has full power and authority to enter into and perform this Amendment and (ii) that this Amendment will be presented to the Board of Trustees of the Trust (the “Board”) for the Board’s review and approval.

(b)   Adviser represents that it has full power and authority to enter into and perform this Amendment.

4. Future Waivers.

This Amendment shall not limit or control any future decision by the Adviser to grant a voluntary waiver of any of the Funds.

5. Interpretation.

Nothing herein contained shall be deemed to require the Adviser, the Trust or any Fund (or Class) to take any action contrary to the Trust’s Declaration of Trust or Bylaws, each as in effect from time to time, or any applicable statutory or regulatory requirement, including without limitation any requirements under the 1940 Act, to which it is subject or by which it is bound, or relieve or deprive the Trust’s Board of Trustees of its responsibility for or control of the conduct of the affairs of the Trust of the Funds.

6. Miscellaneous.

(a)   This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Agreement. Except as set forth herein, the Agreement shall remain in full force and effect.

(b)   Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.

(c)   Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

(d)   This Amendment may be executed in counterparts, each of which shall be an original but all which, taken together, shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Investment Adviser Fee Waiver Agreement to be duly executed and to become effective on the Effective Date.

	CAVANAL HILL FUNDS
	By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxxx
	Title:	President
	CAVANAL HILL INVESTMENT MANAGEMENT, INC.
	By:	/s/ J. Xxxxx Xxxxxxxxx
	Name:	J. Xxxxx Xxxxxxxxx
	Title:	Senior Vice President

Schedule A
To the Investment Adviser Fee Waiver Agreement

Effective December 31, 2014

Fund		Share Class		Ticker	Investment Advisory Fee (Annual rate in one- hundredths of one percent of average daily net assets)		Waiver (Annual rate in one- hundredths of one percent of average daily net assets)
Cavanal Hill Tax-Free Money Market Fund		Administrative		APBXX	15		10
		Institutional		APEXX	15		10
		Select		AIFXX	15		10
		Premier		ACPXX	15		10
Cavanal Hill U.S. Treasury Money Market Fund		Administrative		APGXX	15		10
		Service		APJXX	15		10
		Institutional		APKXX	15		10
		Select*			15		10
		Premier*			15		10
Cavanal Hill Cash Management Fund		Administrative		APCXX	15		10
		Institutional		APHXX	15		10
		Select*			15		10
		Premier		APPXX	15		10
Cavanal Hill Intermediate Tax-Free Bond Fund		A		AATFX	55		35
		No Load Investor		APTFX	55		35
		Institutional		AITEX	55		35
Cavanal Hill Short Term Income Fund		A		AASTX	55		40
		No Load Investor		APSTX	55		40
		Institutional		AISTX	55		40
Cavanal Hill Intermediate Bond Fund		A		AAIBX	55		35
		No Load Investor		APFBX	55		35
		Institutional		AIFBX	55		35
Cavanal Hill Bond Fund		A		AABOX	55		35
		No Load Investor		APBDX	55		35
		Institutional		AIBNX	55		35
Cavanal Hill Balanced Fund		A		AABAX	74		39
		C		AACBX	74		39
		No Load Investor		APBAX	74		39
		Institutional		AIBLX	74		39
Cavanal Hill U.S. Large Cap Equity Fund		A		AAEQX	69		29
		C		AACEX	69		29
		No Load Investor		APEQX	69		29
		Institutional		AIEQX	69		29
Cavanal Hill Opportunistic Fund		A		AAOPX	135		To the extent that expenses (excluding extraordinary expenses and acquired fund fees and expenses) do not exceed 152bps, plus class-specific fees
		C		AACOX	135
		No Load Investor		APOPX	135
		Institutional		AIOPX	000

Xxxxxxx Xxxx World Energy Fund	A	AAWEX	70	A minimum of 10 bps and to such extent expenses (excluding extraordinary expenses and acquired fund fees and expenses) do not exceed 115bps, plus class-specific fees
	C	ACWEX	70
	No Load Investor	XXXXX	00
	Xxxxxxxxxxxxx	XXXXX	00

* As of the Effective Date, these Classes are not offered for sale and no shares are outstanding. Until such Class has shares outstanding, services will not be rendered and expense will not be incurred for such Class under this Agreement.