DISTRIBUTOR FEE WAIVER AGREEMENT
| Exhibit (e)(2) |
| DISTRIBUTOR |
| FEE WAIVER AGREEMENT |
This Distributor
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 0000 Xxxxxxx Xxxx, Xxxxxxxx,
XX 00000-0000, and BOSC, Inc., an Oklahoma corporation (the “Distributor”),
having an office at Xxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, XX 00000-0000. |
WHEREAS, the
Trust is registered as an open-end, diversified, management investment company under
the Investment Company Act of 1940, as amended, that consists of nine separate funds
offered in various classes (the “Funds”) as of the Effective Date; and |
WHEREAS, the
Distributor is registered as a Broker-Dealer with FINRA, and serves as Distributor
for the Trust pursuant to that certain Distribution Agreement dated August 2, 2007,
between the Funds’ and the Distributor (the “Distribution Agreement”); |
WHEREAS, the
Distributor is entitled to receive the Fees described in Schedule A in accordance
with the Distribution Agreement; |
WHEREAS, the
Trust and the Distributor have from time to time entered into contractual agreements
and voluntary arrangements whereby the Distributor has agreed to waive, cap or otherwise
limit the fees that it would otherwise be entitled to under the Distribution Agreement; |
WHEREAS, the
Trust and the Distributor have determined that it is appropriate and in the best
interest of the Trust and its shareholders to maintain the distribution expenses
of the Funds at a level below the level to which the Funds may legally be subject. |
NOW THEREFORE,
in consideration of the premises and mutual covenants herein contained, it is agreed
between the parties hereto as follows: |
| 1. | Prior Agreements. |
|
This Agreement supersedes and replaces all prior agreements (whether contractual
or voluntary, “Prior Agreements”) between the Trust and the Distributor
to the extent that any such prior agreement limits, caps or waives the fees otherwise
due to the Distributor pursuant to the Distribution Agreement. In all other respects,
the Prior Agreements shall remain in full force and effect, unless any such Prior
Agreement is rendered moot as a result of this Agreement. |
|
| 2. | Waivers. |
|
The Trust and the Distributor hereby agree that the following Waivers shall apply
to the Funds: |
|
| Name of Fund | Waiver |
| Cavanal Hill Cash Management Fund -Administrative Shares | Annual rate
of thirteen one-hundredths of one percent (.13%) of Administrative Shares of Cavanal
Hill Cash Management Fund’s average daily net assets. |
| Cavanal Hill Cash Management Fund -Service Shares | Annual rate
of fifteen one-hundredths of one percent (.15%) of Service Shares of Cavanal Hill
Cash Management Fund’s average daily net assets. |
| Cavanal Hill U.S. Treasury Fund -Service Shares | Annual rate
of fifteen one-hundredths of one percent (.15%) of Service Shares of Cavanal Hill
U.S. Treasury Fund’s average daily net assets. |
| Cavanal Hill Tax Free Money Market Fund -Service Shares | Annual rate
of fifteen one-hundredths of one percent (.15%) of Service Shares of Cavanal Hill
Tax Free Money Market Fund’s average daily net assets. |
| 3. | Term and Termination. |
|
This Agreement shall become effective on the Effective Date and, unless sooner terminated
as provided herein, this Agreement shall continue in effect until December 30, 2012,
and thereafter shall continue in effect for successive periods of twelve months.
This Agreement may be terminated only upon the written agreement of the Trust and
the Distributor; provided, however, this Agreement will automatically terminate
with respect to any Fund (or class) upon termination of the Distribution Agreement
for such Fund (or class). |
|
| 4. | Future Waivers. |
|
This Agreement shall not limit or control any future decision by the Distributor
to grant a voluntary waiver to any of the Funds. |
|
| 5. | Interpretation. |
|
Nothing herein contained shall be deemed to require the Distributor, 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 or the Fund. |
|
| 6. | Entire Agreement; Amendment. |
|
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter herein. This Agreement may be amended only by a written instrument
signed by each of the parties hereto. |
|
|
A copy of the Agreement and Declaration of Trust of the Trust, as amended, file with
the Secretary of The Commonwealth of Massachusetts and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Trust as Trustees and
not individually, and that the obligations of or arising out of this instrument
are not binding upon any of the Trustees or shareholders individually but are binding
only upon the assets and property of the Trust. |
|
|
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunder duly authorized, effective as of the Effective Date. |
|
| BOSC, Inc. | Cavanal Hill Funds |
| By: | By: |
| /s/ Xxxxx X. Xxxxxx | /s/ Xxxxx X. Xxxxxxxxxx |
| Name: Xxxxx X. Xxxxxx | Name: Xxxxx X. Xxxxxxxxxx |
| Title: Chief Executive Officer | Title: President |
