AMENDMENT TO ADMINISTRATION FEE WAIVER AGREEMENT
Exhibit (h)(4)
AMENDMENT TO ADMINISTRATION
FEE WAIVER AGREEMENT
AMENDMENT made as of April 28, 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 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.
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 Administrator serves as administrator for the Trust pursuant to that certain
Administration Agreement dated July 1, 2004, between the Trust’s and the Administrator’s predecessors in interest (the “Administration Agreement”);
WHEREAS,
Administrator and the Trust wish to enter into this Amendment to the Agreement in
order to add additional Classes to the Agreement and specify the waivers applicable
to the fees payable to Administrator under the Administration 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 Administrator 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 February 11, 2011 becomes effective with the Securities and
Exchange Commission. |
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2. | Funds. | ||
Schedule A 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)
Administrator represents that it has full power and authority to enter into
and perform this Amendment. |
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4. | Future Waivers. | ||||
This Amendment shall not limit or control any future decision by the Administrator
to grant a voluntary waiver of any of the Funds. |
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6. | Interpretation. | ||||
Nothing herein contained shall be deemed to require the Administrator, 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. |
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7. | 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 Administration Fee Waiver 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: | Executive Vice President | ||
CAVANAL HILL INVESTMENT | |||
MANAGEMENT, INC. | |||
By: | /s/ J. Xxxxx Xxxxxxxxx | ||
Name: | J. Xxxxx Xxxxxxxxx | ||
Title: | Senior Vice President |
Schedule A
To the Administration
Fee Waiver Agreement
Fund | Share Class | Ticker | Administration
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 | 12 | 10 |
Service | APDXX | 12 | 10 | |
Institutional | APEXX | 12 | 10 | |
Select | AIFXX | 12 | 10 | |
Premier | 12 | 10 | ||
Cavanal
Hill U.S. Treasury Money Market Fund |
Administrative | APGXX | 12 | 7 |
Service | APJXX | 12 | 7 | |
Institutional | APKXX | 12 | 7 | |
Select | 12 | 7 | ||
Premier | 12 | 7 | ||
Cavanal
Hill Cash Management Fund |
Administrative | APCXX | 12 | 7 |
Service | APFXX | 12 | 7 | |
Institutional | APHXX | 12 | 7 | |
Select | 12 | 7 | ||
Premier | 12 | 7 | ||
Cavanal
Hill Intermediate Tax-Free Bond Fund |
A | AATFX | 20 | 10 |
No Load Investor | APTFX | 20 | 10 | |
Institutional | AITEX | 20 | 10 | |
Cavanal
Hill Short Term Income Fund |
A | AASTX | 20 | 10 |
No Load Investor | APSTX | 20 | 10 | |
Institutional | AISTX | 20 | 10 | |
Cavanal
Hill Intermediate Bond Fund |
A | AAIBX | 20 | 10 |
No Load Investor | APFBX | 20 | 10 | |
Institutional | AIFBX | 20 | 10 | |
Cavanal Hill Bond Fund | A | AABOX | 20 | 10 |
No Load Investor | APBDX | 20 | 10 | |
Institutional | AIBNX | 20 | 10 | |
Cavanal Hill Balanced Fund | A | AABAX | 20 | 10 |
No Load Investor | APBAX | 20 | 10 | |
Institutional | AIBLX | 20 | 10 | |
Cavanal
Hill U.S. Large Cap Equity Fund |
A | AAEQX | 20 | 10 |
No Load Investor | APEQX | 20 | 10 | |
Institutional | AIEQX | 20 | 10 |