0001209286-10-000670 Sample Contracts

CAVANAL HILL FUNDS (formerly, AMERICAN PERFORMANCE FUNDS) SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • December 29th, 2010 • Cavanal Hill Funds • Massachusetts

This Second Amended and Restated Agreement and Declaration of Trust made as of January 26, 2010 hereby amends and restates in its entirety the Agreement and Declaration of Trust dated October 1, 1987 (as amended and restated August 20, 1990 and as further amended December 1, 2008), by the Trustees hereunder (the “Trustees”).

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FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • December 29th, 2010 • Cavanal Hill Funds • Massachusetts

This Shareholder Servicing Agreement (the “Agreement”) is made as of_____, 2007, 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”).

ADMINISTRATION FEE WAIVER AGREEMENT
Administration Fee Waiver Agreement • December 29th, 2010 • Cavanal Hill Funds

This Administration Fee Waiver Agreement (the “Agreement”) is made effective as of December 31, 2010 (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 Investment Management, Inc., an Oklahoma corporation (the “Administrator”), having an office at One Williams Center, 15th Floor, Tulsa, OK 74172-0172.

INVESTMENT ADVISER FEE WAIVER AGREEMENT
Investment Adviser Fee Waiver Agreement • December 29th, 2010 • Cavanal Hill Funds

This Investment Adviser Fee Waiver Agreement (the “Agreement”) is made effective as of December 31, 2010 (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 Investment Management, Inc., an Oklahoma corporation (the “Adviser”), having an office at One Williams Center, 15th Floor, Tulsa, OK 74172-0172.

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