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Frederic Dorwart, Lawyers PLLC

Attorneys at Law

Old City Hall Telephone (918) 583-9922

124 East Fourth Street Facsimile (918) 584-2729

Tulsa, Oklahoma 74103

MEMORANDUM

    date:
    July
15, 2024

 subject: Responses to Comments from SEC regarding the Cavanal Hill Funds’ (“CHF” or the “Registrant”)
Registration Statement filed on Form N-14 on June 14, 2024 (333-280205; Accession No. 0001213900-24-052733)

    from:
    Jacob
Calvani, Frederic Dorwart, Lawyers, Fund Counsel

    to:
    Megan Miller, Securities Exchange Commission
(“SEC”)

    cc:
    Bill King, Cheryl Briggs, Catherine Dunn,
Mathew Stephani

The following comments were provided by Ms. Megan
Miller in a phone conversation with Jacob Calvani, Legal Counsel to CHF, on June 25, 2024. Please see CHF’s responses to the comments
and let us know if you have any further questions. We believe that the disclosure changes and responses discussed in this letter are fully
responsive to the Staff’s comments, and resolve any matters raised. It is anticipated that the Fund will seek acceleration of effectiveness
of its Registration Statement, as amended, as soon as practicable after the filing of the next pre-effective amendment.

Comment #1: Check accession numbers for
accuracy on the financial statements for the annual and semi-annual reports.

Fund Response: Accession
numbers have been updated.

Comment #2: Please confirm that the fees
are current in accordance with Form N-14, Item 3(a).

Fund Response: Confirmed. Fees
are current.

Comment #3: Please explain why the full
amount of shareholder servicing fees are not being waived in some instances.

Fund Response: Not every shareholder
servicing client is affiliated and thus different amounts are waived.

Comment #4: In the “Examples of Fund
Expenses” tables, please include 3 years in accordance with Item (3), instruction 4(a).

Fund Response: Tables
revised to include 3 year data.

Comment #5: Please reflect any deferred
sales charge or load by assuming redemption of entire account at the end of the year in which the sales charge load is due (Item 3, instruction
4(b))

Fund Response: The sales load
is already included as a 2% front load. Deferred load ony applies to cover dealer concessions for purchases over $200,000.00.

Comment #6: Please consider including the
dollar amount of the cost absorbed by the Adviser in “Expenses of the Merger.”

Fund Response: The
following statement has been added to the section “Expenses of the Merger”:

“Expenses borne by CHIM
in connection with the Merger are estimated to be approximately $115,000.00.”

Comment #7: In the lead in to pro forma
capitalization table, please include a disclaimer stating that the Acquiring Fund shares actually delivered to Target Fund shareholders
upon the consummation of the Merger may differ than the number estimated in the pro forma capitalization table included in the Registration
Statement.

Fund Response: The
following disclaimer has been added:

“The following data
is provided for informational purposes only. No assurance can be given as to how many shares will be received upon consummation of the
Merger. The actual number of shares received by Target Fund shareholders upon consummation of the Merger may differ from the projections
provided below.”

Comment #8: Please confirm that there have
been no material changes since the most recent balance sheet date that should be reflected in the pro forma capitalization table.

Fund Response: Confirmed,
there have been no material changes since the most recent balance sheet date that should be reflected in the pro forma capitalization
table.

Comment #9: Cap table: Share adjustments
depicting the issuance of shares of the Acquiring Fund in exchange for the Target Fund shares should be shown. Please update accordingly
(typically a footnote or separate column).

Fund Response: Share
adjustment column added to pro forma cap table

LEGAL COMMENTS

The following comments were provided by Mr. Aaron
Brodsky in a phone conversation with Jacob Calvani, Legal Counsel to CHF, on July 9, 2024. Please see CHF’s responses to the comments
and let us know if you have any further questions. We believe that the disclosure changes and responses discussed in this letter are fully
responsive to the Staff’s comments, and resolve any matters raised. It is anticipated that the Fund will seek acceleration of effectiveness
of its Registration Statement, as amended, as soon as practicable after the filing of the next pre-effective amendment.

Comment #1: In connection with the disclosure
regarding the key benefits of the merger, please describe why the combined fund will have greater long-term product viability.

Fund Response: The disclosure regarding
the long-term product viability of the combined fund has been revised to read as follows:

“The Acquiring Fund has a larger asset base and a shorter duration.
The size of a fund can influence decisions regarding continuing viability. Longer term investments in a high interest rate environment
can also influence viability, and, in turn, the size of a fund. Each of the Acquiring Fund and Target Fund have seen recent reductions
in size, with the Target Fund affected to a greater extent. Management believes that a single fund will benefit the larger combined asset
base and may provide operational efficiencies. By acting now to merge the Target Fund with the larger, and shorter duration, Acquiring
Fund will offer, greater long-term product viability than if the Target Fund and Acquiring Fund were to remain separate.”

Comment #2: Please also describe how the
funds’ respective durations factored into the merger decision.

Fund Response: The following disclosure
has been added to the section “What do we view as key benefits of the Merger?””

“The Acquiring Fund has outperformed the Target Fund in recent
times due in large part to the high interest rate environment, which negatively impacts funds with longer durations more than it does
funds with shorter durations. As rates have remained high, the Registrant determined that merging the Target Fund, with its less favorable
investment duration in a high rate environment, into the Acquiring Fund, with its more favorable investment duration in a high rate environment.
Further, the resulting combined fund, with a larger asset base and a duration more favorable in a higher interest rate period, was preferable
to liquidating the Target Fund altogether.”

Comment #3: Under the heading “what
do we view as key benefits of the merger,” there is a reference to “market conditions,” please disclose the market conditions
and please include an explanation as to why CHIM believes the Acquiring Fund’s recent superior performance will continue.

Fund Response: The applicable disclosure
has been revised to read as follows:

“The Acquiring Fund has outperformed the Target Fund for each
of the trailing 1, 3, 5, and 10 year periods and in each of the periods ended December 31, 2022, and December 31, 2023. CHIM acknowledges
that, from each fund’s inception through the period ended December 31, 2021, the Target Fund posted better performance than the
Acquiring Fund. However, given the persistent high interest rate environment affecting each of the Acquiring Fund and the Target Fund,
CHIM anticipates that the Acquiring Fund’s recent comparably superior performance will continue while interest rates remain high.”

Comment #4: The first bullet under “why
has board approved merger” indicates that the investment objective and principal strategy are substantively identical. Please revise
this statement and similar statements elsewhere in the filing to address disclosures in the filing list several differences that may be
substantive.

Fund Response: The Registrant has replaced
the words “substantively identical” with the words “materially similar” throughout the filing.

The Registrant had used the words “substantively identical”
in its initial filing to indicate that the wording of the investment objective and principal strategy are very similar and in practice,
each fund pursues its objective, through its strategy, in a manner that is functionally equivalent. To be more specific, one difference
in wording includes seeking income and capital appreciation versus total return. The words on paper are not identical but definitionally,
income generation is one of the key components of the total return equation; the other, is capital appreciation. Another wording difference
is a statement that the Acquiring Fund normally invests at least 65% of net assets in interest bearing bonds. In practice, the same is
true for the Target Fund. It has, since inception, held at least 65% of its net assets in interest bearing bonds. One acknowledged difference
is the duration of the funds, which directly impacts turnover (other things being equal, shorter duration results in higher turnover).
Shareholders of the Target Fund were given more than 60 days’ notice of the change in duration associated with the merger. As noted
elsewhere, in a high interest rate environment, a shorter duration is a benefit to investors.

Comment #5: Please disclose that the target
fund’s fee waivers will not apply to the acquiring fund post-merger if accurate.

Fund Response: The second sentence of the
third bullet point in the section titled “Why has the Board approved the Merger?” has been revised to read as follows:

“However, the total annual fund operating expenses of the Acquiring
Fund are currently 21 bps higher than those of the Target Fund because of the Target Fund’s higher fee waivers, which will not apply
to the Acquiring Fund after consummation of the Merger. The existing contractual agreement from the Adviser to waive or reimburse certain
expenses for the Target Fund expires on December 31, 2024.”

Comment #6: In connection with disclosure
under the investment objective and strategy comparison heading, please delete the term “substantively identical” with respect
to the investment objective and please use a different phrase or otherwise explain how having a primary objective of income and a secondary
objective of capital appreciation is not materially different than having a primary investment objective of total return. (page 3)

Fund Response: The Registrant has replaced
the words “substantively identical” with the words “materially similar” throughout the filing.

As noted in the Fund Response to Comment #4, income generation is one
of the key components of the total return equation; the other, is capital appreciation. In terms of the operation of the surviving fund,
the elements of total return, seeking income and also capital appreciation will continue to be pursued.

Comment #7: Under the principal risk comparison
heading (page 5) please provide a narrative comparison of risk including explanation of why including why portfolio turnover risk is a
principal risk for the Acquiring Fund but not the Target Fund, please also revise discussion to include duration risk between the funds.

Fund Response: The following statement has
been added to the first paragraph under the heading “Principal Risk Comparison”:

““Portfolio Turnover Risk” presents itself as a principal
risk when a fund, such as the Acquiring Fund, holds its investments for a shorter specified period resulting in comparatively increased
turnover, and thus applies to the Acquiring Fund rather than the Target Fund because the Acquiring Fund has a shorter duration (less than
three-and-one-half years) than does the Target Fund (three to five years). Shareholders of the Target Fund were provided with more than
30 days advance notice of the intended change in duration associated with the proposed merger. The Portfolio Turnover Risk is a direct
result of that change.”

Comment #8: Under the fund performance
comparison heading, please confirm that the performance presented for Acquiring Fund and Target Fund is for the same time periods.

Fund Response: The performance presented
for the Acquiring Fund and the Target Fund are for the same periods (calendar years ending 12/31). The Registrant also provided performance
for Q12024 for each fund in footnotes.

Comment #9: Under the fund performance
comparison heading on page 7, there is a reference to the Acquiring Fund using the ICE BofA Merill Lynch 1-5 year U.S. Corporate Government
Index as a benchmark. Recent SEC rules define a broad-based index as one that represents the overall applicable domestic or international
equity or debt markets. The index listed in the disclosure appears to represent a subset of the overall debt market. Please confirm that
the fund will utilize an index that complies with the new rules by the compliance date for those new rules.

Fund Response: The Acquiring Fund has added
an index that complies with the new definition of broad-based indices.

Comment #10: In connection with fee table
on page 9, please disclose that Acquiring Fund fee waivers extend for one year from the effective date of the N-14.

Fund Response: The final sentence of the
narrative provided in connection with the fee table on page 9 has been revised to read as follows:

“If the Merger is consummated, the termination date will be extended
until the one-year anniversary of the effective date of this Prospectus/Information Statement.”

Comment #11: On page 12 of the
filing, there is a statement to the effect that the principal risks of the Target and Acquiring Funds are identical except with
respect to “Portfolio Turnover Risk” listed in connection with Acquiring Fund’s limited duration. Please confirm
that this is accurate.

Fund Response: The principal investment
risks for each of the Target Fund and Acquiring Fund were pulled directly from their respective prospectuses. The Acquiring Fund has one
additional risk, being the “Portfolio Turnover Risk,” because its shorter duration means that it turns over investments more
quickly than does the Target Fund. It is a direct result of the change in duration. Otherwise, the principal risks of the Target and Acquiring
Funds are identical, meaning the statement on page 12 is accurate.

Comment #12: On page 16 under the “board
consideration” heading, there is a reference to the funds having identical objectives and strategies. Please consider and revise
“identical investments” language here and elsewhere, as appropriate.

Fund Response: The use of the word “identical”
when used in comparing investment strategies and principal risks, along with the phrase “substantively identical” when used
in the same context, have been replaced with the phrase “materially similar” throughout the filing. With respect to the example
given in Comment #12, the disclosure was intended to illustrate that, although the Target Fund does not state that it normally invests
65% of its net assets in interest-bearing bonds, it has, since inception, normally held at least 65% of its net assets in interest-bearing
bonds. The relevant disclosure has been revised to read as follows:

“With respect to item (iii) in the preceding paragraph, the Acquiring
Fund normally invests at least 65% of its net assets in interest-bearing bonds; the Target Fund has also invested at least 65% of its
net assets in interest-bearing bonds since inception.

Comment #13: The disclosure on page 15
references the reasonableness of the Acquiring Fund’s higher fees. Please disclose why the Acquiring Fund’s higher fees are
reasonable in view of its recent performance.

Fund Response: The final sentence of the
third paragraph of the subsection “Portfolio Management” in the section titled “Board Considerations” has been
revised to read as follows:

“Shareholders of the Target Fund will pay higher overall fees
after the Merger, in large part because fee waivers that have been in place for the Target Fund, which expire on December 31, 2024, have
not applied to the Acquiring Fund, due to its relative superior performance. The Board considered the recommendation of C