AMENDMENT TO DISTRIBUTION AGREEMENT
| Exhibit (e)(3) |
| AMENDMENT TO DISTRIBUTION AGREEMENT |
This AMENDMENT to DISTRIBUTION AGREEMENT (the “Amendment”) made as of August 10, 2011 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. |
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 Distributor serves as distributor of the shares of beneficial interest of each series of the Trust pursuant to the Agreement; |
WHEREAS, Distributor and the Trust wish to enter into this Amendment to the Agreement in order to add an additional Fund and additional Classes to the Agreement and revise the fees payable to Distributor hereunder; |
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 Distributor 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 Registration Statement for the Cavanal Hill Funds that was filed June 10, 2011 becomes effective with the Securities and Exchange Commission. |
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| 2. | Funds. | |
Schedule A of Schedule B (the “Distribution and Shareholder Services Plan”) of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule A. |
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| 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. |
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(b) Distributor represents that it has full power and authority to enter into and perform this Amendment. |
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| 4. | 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. |
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(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. |
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(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment. |
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(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. |
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* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Distribution Agreement to be duly executed on the day and year first above written to become effective on the Effective Date.
| CAVANAL HILL FUNDS | |
| By:__/s/ Xxxxx X. Xxxxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxxxx | |
| Title: President | |
| BOSC, INC. | |
| By:_/s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | |
| Title: Chief Executive Officer |
Schedule A
to the
Amended and Restated
Distribution and Shareholder Services Plan
Dated August
2, 2007
Amendment Dated August 10, 2011
| Name of Fund | Compensation* | |
| Cavanal Hill Cash Management Fund - Premier Shares + | Annual rate
of fifty one-hundredths of one percent (.50%) of Premier Shares of Cavanal Hill
Cash Management Fund’s average daily net assets. |
|
| Cavanal Hill Cash Management Fund - Administrative Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of Administrative Shares of
Cavanal Hill Cash Management Fund’s average daily net assets. |
|
| Cavanal Hill Cash Management Fund - Service Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of Service Shares of Cavanal
Hill Cash Management Fund’s average daily net assets. |
|
| Cavanal Hill U.S. Treasury Fund - Premier Shares + | Annual rate
of fifty one-hundredths of one percent (.50%) of Premier Shares of Cavanal Hill
U.S. Treasury Fund’s average daily net assets. |
|
| Cavanal Hill U.S. Treasury Fund - Administrative Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of Administrative Shares of
Cavanal Hill U.S. Treasury Fund’s average daily net assets. |
|
| Cavanal Hill U.S. Treasury Fund - Service Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of Service Shares of Cavanal
Hill U.S. Treasury Fund’s average daily net assets. |
|
| Cavanal Hill Tax Free Money Market Fund - Premier Shares + | Annual rate
of fifty one-hundredths of one percent (.50%) of Premier Shares of Cavanal Hill
Tax Free Money Market Fund’s average daily net assets. |
|
| Cavanal Hill Tax Free Money Market Fund - Administrative Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of Administrative Shares of
Cavanal Hill Tax Free Money Market Fund’s average daily net assets. |
|
| Cavanal Hill Tax Free Money Market Fund - Service Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of Service Shares of Cavanal
Hill Tax Free Money Market Fund’s average daily net assets. |
|
| Cavanal Hill Bond Fund - A Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of A Shares of Cavanal Hill
Bond Fund’s average daily net assets. |
|
| Cavanal Hill Bond Fund - No Load Investor Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of No Load Investor Shares of
Cavanal Hill Bond Fund’s average daily net assets. |
| Cavanal Hill Intermediate Bond Fund - A Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of A Shares of Cavanal Hill
Intermediate Bond Fund’s average daily net assets. |
|
| Cavanal Hill Intermediate Bond Fund - No Load Investor Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of No Load Investor Shares of
Cavanal Hill Intermediate Bond Fund’s average daily net assets. |
|
| Cavanal Hill U.S. Large Cap Equity Fund - A Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of A Shares of Cavanal Hill
U.S. Large Cap Equity Fund’s average daily net assets. |
|
| Cavanal Hill U.S. Large Cap Equity Fund - No Load Investor Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of No Load Investor Shares of
Cavanal Hill U.S. Large Cap Equity Fund’s average daily net assets. |
|
| Cavanal Hill Short-Term Income Fund - A Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of A Shares of Cavanal Hill
Short-Term Income Fund’s average daily net assets. |
|
| Cavanal Hill Short-Term Income Fund - No Load Investor Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of No Load Investor Shares of
Cavanal Hill Short-Term Income Fund’s average daily net assets. |
|
| Cavanal Hill Balanced Fund - A Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of A Shares of Cavanal Hill
Balanced Fund’s average daily net assets. |
|
| Cavanal Hill Balanced Fund - No Load Investor Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of No Load Investor Shares of
Cavanal Hill Balanced Fund’s average daily net assets. |
|
| Cavanal Hill Intermediate Tax-Free Bond Fund - A Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of A Shares of Cavanal Hill
Intermediate Tax-Free Bond Fund’s average daily net assets. |
|
| Cavanal Hill Intermediate Tax-Free Bond Fund - No Load Investor Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of No Load Investor Shares of
Cavanal Hill Intermediate Tax-Free Bond Fund’s average daily net assets. |
|
| Cavanal Hill Opportunistic Fund - A Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of A Shares of Cavanal Hill
Opportunistic Fund’s average daily net assets. |
|
| Cavanal Hill Opportunistic Fund - No Load Investor Shares | Annual rate
of twenty-five one-hundredths of one percent (.25%) of No Load Investor Shares of
Cavanal Hill Opportunistic Fund’s average daily net assets. |
| * | All fees are computed daily and paid monthly. | |
| + | As of the
Effective Date, these funds have not commenced operations. Until each such Fund
commences operation, services will not be rendered and expense will not be incurred
under this Agreement. |
|
Exhibit (g)(3)
Schedule A
to the Custodian Agreement
between Cavanal Hill Funds
and
BOKF,
NA (f/k/a Bank of Oklahoma, N.A.)
September 5, 1990
As Amended August 10, 2011
Name of Fund
Cavanal Hill U. S.
