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Cavanal Hill Funds – ‘DEF 14C’ for 12/4/15

On:  Wednesday, 12/2/15, at 11:06am ET   ·   Effective:  12/2/15   ·   For:  12/4/15   ·   Accession #:  1534424-15-391   ·   File #:  811-06114

Previous ‘DEF 14C’:  ‘DEF 14C’ on / for 10/31/14   ·   Latest ‘DEF 14C’:  This Filing   ·   1 Reference:  By:  Cavanal Hill Funds – ‘NSAR-B’ on 10/31/16 for 8/31/16

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/02/15  Cavanal Hill Funds                DEF 14C    12/04/15    1:86K                                    Radius Fin’l Comp… Gp/FA
          → Government Securities Money Market Fund ⇒ Administrative (APCXX) — Institutional (APHXX) — Premier (APPXX) — Select (APSXX)
          → Tax-Free Money Market Fund ⇒ Administrative (APBXX) — Premier (ACPXX) — Reserve (APEXX) — Select (AIFXX)
          → U.S. Treasury Fund ⇒ Administrative (APGXX) — Institutional (APKXX) — Premier — Select (APNXX) — Service (APJXX)

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     DEF 14C Filing                                      HTML     58K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:

CAVANAL HILL FUNDS

3435 Stelzer Road

Columbus, Ohio 43219

(Name of Registrant As Specified In Charter)

Payment of Filing Fee (Check the appropriate box):

1) Title of each class of securities to which transaction applies: N/A

2) Aggregate number of securities to which transaction applies: N/A

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): N/A

4) Proposed maximum aggregate value of transaction: N/A

5) Total fee paid: N/A

[  ]    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid: N/A

2) Form, Schedule or Registration Statement No.: N/A

3) Filing Party: N/A

4) Date Filed: N/A

CAVANAL HILL FUNDS

Cavanal Hill U.S. Treasury Fund

Cavanal Hill Cash Management Fund

Cavanal Hill Tax-Free Money Market Fund

3435 Stelzer Road

Columbus, Ohio 43219-3035

1-800-762-7085

http://www.cavanalhillfunds.com

_______________________________________

INFORMATION STATEMENT IN CONNECTION WITH

ACTIONS TAKEN BY WRITTEN CONSENT

We are not asking you for a proxy,

and you are requested not to send us a proxy.

GENERAL

This Information Statement is being furnished to shareholders of record (the “Shareholders”) of the Cavanal Hill U.S. Treasury Fund, Cavanal Hill Cash Management Fund and the Cavanal Hill Tax-Free Money Market Fund (each a “Fund” and collectively, the “Funds”), each a series of the Cavanal Hill Funds, a Massachusetts business trust (the “Trust”), in connection with certain proposals (the “Proposals”) made by the Board of Trustees (the “Board,” the members of which are referred to herein as “Trustees”) of the Trust to the Shareholders for their consideration and action. The Board has received the written consent to the adoption of the Proposals from the Shareholders of a majority of the shares in the Funds (the “Consent”) and, in accordance with the Trust’s constituent instruments, the Proposals have, therefore, been approved on behalf of the Shareholders. Accordingly, the Proposals have been adopted and will be implemented. This Information Statement is provided to you for informational purposes.

The Proposals that were made by the Board and have been approved by the written consent of the Shareholders of a majority of the shares in the Trust are:

This Information Statement is being mailed or given to Shareholders on or about December 4, 2015.

The Board fixed the close of business on October 30, 2015 as the record date (the “Record Date”) for determination of Shareholders entitled to vote on the Proposals. Accordingly, Shareholders of record on such date are entitled to receive this Information Statement. As of the Record Date, the number of shares outstanding for the Funds is listed in the table below:

Article V of the Trust’s Amended and Restated Agreement and Declaration of Trust (the “Declaration”) grants Shareholders such power to vote as is provided for in the Bylaws of the Trust. Article 11, Section 11.4 of the Trust’s Bylaws permits any action that may be taken by Shareholders to be taken without a meeting if a majority of Shareholders entitled to vote on the matter consents to the action in writing and the written consent is filed with the records of the meeting of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. On November 5, 2015, the Shareholders of a majority of the shares consented to the adoption of the Proposals effective on the dates set forth above. Accordingly, the Proposals’ adoption shall become effective on the effective dates set forth above, with discontinuance of institutional sales of the Tax Free Money Market Fund effective January 1, 2016 and the remainder of the changes effective April, 2016.

THE BOARD, INCLUDING EACH OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS
APPROVE THE PROPOSALS.

______________________________________________________________

PROPOSALS

The following Proposals have been approved on behalf of the Shareholders in the Consent. Accordingly, the Proposals have been adopted and shall become effective as proposed, with discontinuance of institutional sales of the Tax Free Money Market Fund effective January 1, 2016, and the remainder of the changes effective April, 2016.

The Board has unanimously approved the proposed amendments and recommended to Shareholders that they approve the amendments. These approved changes were recommended in connection with the U.S. Securities and Exchange Commission amendments to Rule 2a-7 under the Investment Company Act of 1940, as amended, which governs money market funds and defines government and retail money market funds. The Trustees took this action for several reasons, including their belief that it is in the interest of the Trust to make the changes.

The principal changes adopted include the following:

The Board and the Shareholders of a majority of the shares in the Trust have authorized any and all other changes to the prospectus, Fund documents, policies and procedures that may be necessary as a result of the changes (“Associated Documents”), including corresponding risks associated with investment policy changes.

The Trustees recommended the proposed amendments, and the Shareholders of a majority of the shares on the Record Date have, via the Consent dated November 5, 2015, consented to the approval of the proposed amendments, the revised Investment Restrictions and Associated Documents in lieu of a Shareholder vote. Accordingly, the Investment Restrictions and Associated Documents have been approved and will be effective as set forth above, with the discontinuance of institutional sales of the Tax Free Money Market Fund effective January 1, 2016 and the remainder of the changes effective April, 2016.

ADDITIONAL INFORMATION

Proposals of Shareholders

The Declaration of Trust does not provide for annual shareholder meetings, and no such meetings are planned for 2015 or 2016. Any proposals from shareholders wishing to submit proposals for consideration for inclusion in a proxy statement for a future shareholders’ meeting (if any) must be received by the Trust within a reasonable period of time prior to printing and mailing proxy material for such meeting.

Cost of Solicitation

The Trust will pay the cost of preparing, printing and mailing this Information Statement and all other costs incurred with the solicitation of written consent, including any additional solicitation made by letter, telephone or otherwise.

Service Providers

Investment Adviser

Cavanal Hill Investment Management, Inc. (“Cavanal Hill Investment Management”) is the adviser for the Funds. Cavanal Hill Investment Management is a separate, wholly-owned subsidiary of BOKF, N.A. (“BOKF”). It began serving as Investment Adviser to the Funds on May 12, 2001. Cavanal Hill Investment Management, subject to the supervision of the Board of Trustees of the Funds, is responsible for providing research, investment decision making, strategizing and risk management, and day-to-day portfolio management. Cavanal Hill Investment Management is located at One Williams Center, 15th Floor, Tulsa, OK 74172-0172. As of September 30, 2015, Cavanal Hill Investment Management had approximately $7.3 billion in assets under management.

BOK is a subsidiary of BOK Financial Corporation, Inc. (“BOKF”). George B. Kaiser is the principal shareholder of the issued and outstanding common stock of BOKF. Subsidiaries of BOKF provide a full array of wealth management, trust, custody and administration, and commercial and retail banking services, as well as non-banking financial services. Non-banking subsidiaries provide various financial services, including mortgage banking, broker-dealer and investment advisory services, private equity and alternative investing, and credit, life, accident, and health insurance on certain loans originated by its subsidiaries. As of September 30, 2015, BOKF and its subsidiaries had approximately $67 billion in assets under management.

Administrator

Cavanal Hill Investment Management also serves as administrator to each Fund. The Administrator assists in supervising all operations of each Fund (other than those performed under the Investment Advisory, Custodian, Fund Accounting, and Transfer Agency Agreements for that Fund). The Administrator is an investment adviser registered with the SEC.

Sub-Administrator

Effective July 1, 2004, Citi became the Sub-Administrator to the Funds pursuant to an agreement between Cavanal Hill Investment Management and Citi. Pursuant to this agreement, Citi assumed many of the Administrator’s duties, for which Citi receives a fee, paid by the Administrator. Citi’s principal business offices are located at 3435 Stelzer Road, Columbus, Ohio 43219.

Distributor

BOSC, Inc., with its principal business offices at One Williams Center, Plaza SE, Bank of Oklahoma Tower, Tulsa, Oklahoma, 74172, serves as distributor to each Fund. The Distributor is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority, Inc.

Independent Public Accountants

KPMG LLP (“KPMG”) has been selected as the Funds’ Independent Registered Public Accounting Firm. KPMG’s address is 191 West Nationwide Boulevard, Suite 500, Columbus, Ohio 43215.

The Trust’s Audit Committee has considered whether the provision of non-audit services that were rendered to the Trust’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Funds that were not required to be pre-approved was compatible with maintaining the Independent Registered Public Accounting Firm’s independence.

Share Ownership Information

To the best of the Trust’s knowledge, as of the Record Date, the Officers and Trustees of Cavanal Hill Funds, as a group, owned less than 1% of the shares of any Fund of Cavanal Hill Funds.

The table below indicates each person known by Cavanal Hill Funds to own beneficially 5% or more of the shares of the following Funds of Cavanal Hill Funds on October 30, 2015.

IMPORTANT NOTICE REGARDING AVAILABILITY OF
INFORMATIONAL MATERIALS

Only one Information Statement is being delivered to multiple Shareholders sharing an address unless the Fund has received contrary instructions.

The most recent Annual Report of the Trust, including financial statements, for the fiscal year ended August 31, 2015 is available free of charge.

Please contact the Trust by writing to or calling Cavanal Hill Funds, 3435 Stelzer Road, Columbus, Ohio 43219-3035, 1-800-762-7085 to request a separate copy of the Information Statement or Annual Report, or to change your instructions related to the delivery of future materials.

This Information Statement and the Annual Report is available on the

Cavanal Hill Funds’ website by visiting http://www.cavanalhillfunds.com

This Information Statement should be kept for future reference.

INVESTMENT RESTRICTIONS

Unless otherwise specifically noted, the following investment restrictions are fundamental and, as such, may be changed with respect to a particular Fund only by a vote of a majority of the outstanding Shares of that Fund. These restrictions supplement the investment objective and policies of the Funds as set forth in the Prospectus. The fundamental investment restrictions have been adopted to avoid wherever possible the necessity of shareholder meetings unless otherwise required by the 1940 Act. Except with respect to the Fund’s restrictions governing the borrowing of money, if a percentage restriction is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in asset value will not constitute a violation of such restriction.

FUNDAMENTAL POLICIES

company” and shall be subject to the foregoing limitations. In addition, though not a fundamental investment restriction (and therefore subject to change without a Shareholder vote), to the extent required by rules of the U.S. Securities and Exchange Commission (the “SEC”), the U.S. Treasury Fund, the Tax-Free Money Market Fund and the Cash ManagementGovernment Securities Money Market Fund each generally apply the diversified company restriction with respect to 100% of their portfolios (rather than 75%). As a non-diversified fund, the World Energy Fund, is not subject to the foregoing limitations.

In addition, the Intermediate Tax-Free Bond Fund may not:

In addition, the U.S. Treasury Fund may not:

In addition, the Cash Management Fund may not:

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14C’ Filing		Date		Other Filings
		1/1/16
For Period End:		12/4/15
Filed on / Effective on:		12/2/15
		11/5/15
		10/30/15		N-MFP
		9/30/15		N-MFP
		8/31/15		24F-2NT,  N-CSR,  N-MFP,  NSAR-B,  NSAR-B/A
		7/1/04
		5/12/01
				List all Filings

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1 Subsequent Filing that References this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/31/16 Cavanal Hill Funds NSAR-B 8/31/16 4:56K Citi Fund Services/FA

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Filing Submission 0001534424-15-000391   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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