0001534424-14-000029 Sample Contracts

FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • January 31st, 2014 • 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”).

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SCHEDULE A TO THE ADMINISTRATION AGREEMENT
Administration Agreement • January 31st, 2014 • 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:

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • January 31st, 2014 • Cavanal Hill Funds • Massachusetts

This Shareholder Servicing Agreement (the “Agreement”) is made as of January 1, 2007, by American Performance Funds, a Massachusetts business trust (the “Trust”) and Bank of Oklahoma, N.A., a National bank (the “Service Provider”) (each a “Party,” and collectively, the “Parties”).

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • January 31st, 2014 • Cavanal Hill Funds

This AMENDMENT to TRANSFER AGENCY AGREEMENT (the “Amendment”) made as of January 31, 2014 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.

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 31st, 2014 • Cavanal Hill Funds

This AMENDMENT to DISTRIBUTION AGREEMENT (the “Amendment”) made as of January 31, 2014 to become effective on 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
Administration Fee Waiver Agreement • January 31st, 2014 • Cavanal Hill Funds

This AMENDMENT to ADMINISTRATION FEE WAIVER AGREEMENT (the “Amendment”) made as of January 31, 2014 to become effective on 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
Fund Accounting Agreement • January 31st, 2014 • Cavanal Hill Funds

This AMENDMENT to FUND ACCOUNTING AGREEMENT (the “Amendment”) made as of January 31, 2014 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
Sub-Administration Agreement • January 31st, 2014 • Cavanal Hill Funds

This AMENDMENT to SUB-ADMINISTRATION AGREEMENT (the “Amendment”) made as of January 31, 2014 among CAVANAL HILL INVESTMENT MANAGEMENT, INC., formerly known as AXIA Investment Management, Inc., and BOK 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.

AMENDMENT TO INVESTMENT ADVISER FEE WAIVER AGREEMENT
Investment Adviser Fee Waiver Agreement • January 31st, 2014 • Cavanal Hill Funds

This AMENDMENT TO INVESTMENT ADVISER FEE WAIVER AGREEMENT (the “Amendment”) is made effective as of January 31, 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.

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