MUTUAL FUNDS TRANSFER AGENCY AGREEMENT
AGREEMENT made as of August 9, 1994 by and between The
Excelsior Funds (the "Fund"), an open-end diversified management investment
company and Mutual Funds Service Company (the "Transfer Agent"), a Delaware
Corporation.
WITNESSETH
WHEREAS, the Fund is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain the Transfer Agent to
provide certain transfer agent services with respect to the Fund, and the
Transfer Agent is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints the Transfer Agent to
provide transfer agent services for the Fund, subject to the supervision of the
Board of Trustees of the Fund (the "Board"), for the period and on the terms set
forth in this Agreement. The Transfer Agent accepts such appointment and agrees
to furnish the services set forth herein in return for the compensation as
provided in Schedule A to this Agreement. The Fund will initially consist of the
portfolios, funds and/or classes of shares (each an "Investment Fund";
collectively the
"Investment Funds") listed in Schedule B, attached hereto. The Fund shall notify
the Transfer Agent in writing of each additional Investment Fund established by
the Fund. Each new Investment Fund shall be subject to the provisions of this
Agreement, except to the extent that the provisions (including those relating to
the compensation and expenses payable by the Fund and its Investment Funds) may
be modified with respect to each new Investment Fund in writing by the Fund and
the Transfer Agent at the time of the addition of the new Investment Fund.
2. REPRESENTATIONS AND WARRANTIES.
(a) The Transfer Agent represents and warrants to the
Fund that:
(i) the Transfer Agent is a corporation
organized and existing and in good
standing under the laws of the State of
Delaware;
(ii) the Transfer Agent is duly qualified to
carry on its business in the State of
New York;
(iii) the Transfer Agent is empowered under
applicable laws and by its Charter
Document and By-Laws to enter into and
perform this Agreement;
(iv) all requisite corporate proceedings have
been taken to authorize the Transfer
Agent to enter into and perform this
Agreement;
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(v) the Transfer Agent has, and will continue
to have, access to the facilities,
personnel and equipment required to fully
perform its duties and obligations
hereunder;
(vi) no legal or administrative proceedings
have been instituted or threatened which
would impair the Transfer Agent's ability
to perform its duties and obligations
under this Agreement; and
(vii) the Transfer Agent's entrance into this
Agreement shall not cause a material
breach or be in material conflict with
any other agreement or obligation of the
Transfer Agent or any law or regulation
applicable to the Transfer Agent;
(b) The Fund represents and warrants to the Transfer
Agent that:
(i) the Fund is an open-end diversified
management investment company duly
organized as a business trust under the
laws of the State of Delaware;
(ii) the Fund is empowered under applicable
laws and by its Charter Document and
By-Laws to enter into and perform this
Agreement;
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(iii) all requisite proceedings have been taken
to authorize the Fund to enter into and
perform this Agreement;
(iv) the Fund is an investment company
properly registered under the 1940 Act;
(v) a registration statement under the
Securities Act of 1933, as amended ("1933
Act") and the 1940 Act on Form N-1A has
been filed and will be effective and will
remain effective during the term of this
Agreement, and all necessary filings
under the laws of the states will have
been made and will be current during the
term of this Agreement;
(vi) no legal or administrative proceedings
have been instituted or threatened which
would impair the Fund's ability to
perform its duties and obligations under
this Agreement; and
(vii) the Fund's entrance into this Agreement
shall not cause a material breach or be
in material conflict with any other
agreement or obligation of the Fund or
any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. The Fund will promptly
furnish to the Transfer Agent such copies, properly certified or
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authenticated, of contracts, documents and other related information that the
Transfer Agent may request or requires to properly discharge its duties. Such
documents may include but are not limited to the following:
(a) Resolutions of the Board authorizing the
appointment of the Transfer Agent to provide
certain transfer agency services to the Fund and
approving this Agreement;
(b) The Fund's Charter Document;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form
N-8A under the 1940 Act as filed with the
Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits,
as amended, on Form N-1A (the "Registration
Statement") under the 1933 Act and the 1940 Act, as
filed with the SEC;
(f) Copies of the Investment Advisory Agreement
between the Fund and its investment adviser (the
"Advisory Agreement");
(g) Opinions of counsel and auditors' reports;
(h) The Fund's Prospectus(es) and Statement(s) of
Additional Information relating to all Investment
Funds and all amendments and supplements thereto
(such Prospectus(es) and Statement(s) of Additional
Information and supplements thereto, as
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presently in effect and as from time to time
hereafter amended and supplemented, herein called
the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from
time to time including securities lending agreements,
futures and commodities account agreements, brokerage
agreements, and options agreements.
4. SERVICES PROVIDED BY THE TRANSFER AGENT.
(a) The Transfer Agent will provide the following
services subject to the control, direction and supervision of the Board and in
compliance with the objectives, policies and limitations set forth in the Fund's
Registration Statement, Charter Document and By-Laws; applicable laws and
regulations; and all resolutions and policies implemented by the Board;
(i) Transfer Agency
A detailed description of the above service is contained in Schedule C to this
Agreement.
(ii) Dividend Disbursing. The Transfer Agent
will serve as the Fund's dividend disbursing agent. The Transfer Agent will
prepare and mail checks, place wire transfers of credit income and capital gain
payments to shareholders. The Fund will advise the Transfer Agent of the
declaration of any dividend or distribution and the record and payable date
thereof at least five (5) days prior to the record date. The Transfer Agent
will, on or before the payment date of any such dividend or
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distribution, notify the Fund's Custodian of the estimated amount required to
pay any portion of such dividend or distribution payable in cash, and on or
before the payment date of such distribution, the Fund will instruct its
Custodian to make available to the Transfer Agent sufficient funds for the cash
amount to be paid out. If a shareholder is entitled to receive additional shares
by virtue of any such distribution or dividend, appropriate credits will be made
to each shareholder's account and/or certificates delivered where requested. A
shareholder not electing issuance of certificates will receive a confirmation
from the Transfer Agent indicating the number of shares credited to his/her
account. (b) The Transfer Agent will also:
(i) provide office facilities with respect to
the provision of the services
contemplated herein (which may be in the
offices of the Transfer Agent or a
corporate affiliate of the Transfer
Agent);
(ii) provide the services of individuals to
serve as officers of the Fund who will be
designated by the Transfer Agent and
elected by the Board subject to
reasonable Board approval;
(iii) provide or otherwise obtain personnel
sufficient, in the Transfer Agent's sole
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discretion, for provision of the services
contemplated herein;
(iv) furnish equipment and other materials,
which the Transfer Agent in its sole
discretion, believes are necessary or
desirable for provision of the services
contemplated herein; and
(v) keep records relating to the services
provided hereunder in such form and
manner as set forth in Schedule C, and as
the Transfer Agent may otherwise deem
appropriate or advisable, all in
accordance with the 1940 Act. To the
extent required by Section 31 of the 1940
Act and the rules thereunder, the
Transfer Agent agrees that all such
records prepared or maintained by the
Transfer Agent relating to the services
provided hereunder are the property of
the Fund and will be preserved for the
periods prescribed under Rule 31a-2 under
the 1940 Act, maintained at the Fund's
expense, and made available in accordance
with such Section and rules. The Transfer
Agent further agrees to surrender
promptly to the Fund upon its request and
cease to retain in its records and files
those records and
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documents created and maintained by the
Transfer Agent pursuant to this Agreement.
5. FEES; EXPENSES; EXPENSE REIMBURSEMENT.
(a) As compensation for the services rendered to the
Fund pursuant to this Agreement, the Fund shall pay the Transfer Agent monthly
fees determined as set forth in Schedule A to this Agreement. Such fees are to
be billed monthly and shall be due and payable upon receipt of the invoice. Upon
any termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.
(b) For the purpose of determining fees calculated as a
function of the Fund's assets, the value of the Fund's assets and net assets
shall be computed as required by its Prospectuses, generally accepted accounting
principles and resolutions of the Board.
(c) The Transfer Agent will from time to time employ or
associate with such person or persons as may be appropriate to assist the
Transfer Agent in the performance of this Agreement. Such person or persons may
be officers and employees who are employed or designated as officers by both the
Transfer Agent and the Fund. The compensation of such person or persons for such
employment shall be paid by the Transfer Agent and no obligation will be
incurred by or on behalf of the Fund in such respect.
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(d) The Transfer Agent will bear all of its own expenses in
connection with the performance of the services under this Agreement except as
otherwise expressly provided herein. The Fund agrees to promptly reimburse the
Transfer Agent for any equipment and supplies specially ordered by or for the
Fund through the Transfer Agent and for any other expenses not contemplated by
this Agreement that the Transfer Agent may incur on the Fund's behalf at the
Fund's request or as consented to by the Fund. Such other expenses to be
incurred in the operation of the Fund and to be borne by the Fund, include, but
are not limited to: taxes; interest; brokerage fees and commissions; salaries
and fees of officers and directors who are not officers, directors, shareholders
or employees of the Service Agent, or the Fund's investment adviser or
distributor; SEC and state Blue Sky registration and qualification fees, levies,
fines and other charges; advisory and administration fees; charges and expenses
of custodians; insurance premiums including fidelity bond premiums; auditing and
legal expenses; costs of maintenance of corporate existence; expenses of
typesetting and printing of prospectuses for regulatory purposes and for
distribution to current shareholders of the Fund (the Fund's distributor to bear
the expense of all other printing, production, and distribution of prospectuses,
statements of additional information, and marketing materials); expenses of
printing and production costs of shareholders' reports and proxy statements and
materials; costs and expenses of Fund stationery and forms; costs and
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expenses of special telephone and data lines and devices; costs associated with
corporate, shareholder, and Board meetings; and any extraordinary expenses and
other customary Fund expenses. In addition, the Service Agent may utilize one or
more independent pricing services, approved from time to time by the Board, to
obtain securities prices and to act as backup to the primary pricing services,
in connection with determining the net asset values of the Fund, and the Fund
will reimburse the Service Agent for the Fund's share of the cost of such
services based upon the actual usage, or a pro-rata estimate of the use, of the
services for the benefit of the Fund.
(e) The Fund may request additional services, additional
processing, or special reports. Such requests may be provided by the Transfer
Agent at additional charges. In this event, the Fund shall submit such requests
in writing together with such specifications as may be reasonably required by
the Transfer Agent, and the Transfer Agent shall respond to such requests in the
form of a price quotation. The Fund's written acceptance of the quotation must
be received prior to implementation of such request. Additional services will be
charged at the Transfer Agent's standard rates.
(f) All fees, out-of-pocket expenses, or additional charges of
the Transfer Agent shall be billed on a monthly basis and shall be due and
payable upon receipt of the invoice.
The Transfer Agent will render, after the close of each month
in which services have been furnished, a statement
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reflecting all of the charges for such month. Charges remaining unpaid after
thirty (30) days shall bear interest in finance charges equivalent to, in the
aggregate, the Prime Rate (as determined by U.S. Trust Company of New York) plus
two (2) points per year and all costs and expenses of effecting collection of
any such sums, including reasonable attorneys' fees, shall be paid by the Fund
to the Transfer Agent.
In the event that the Fund is more than sixty (60) days
delinquent in its payments of monthly xxxxxxxx in connection with this Agreement
(with the exception of specific amounts which may be contested in good faith by
the Fund), this Agreement may be terminated upon thirty days' written notice to
the Fund by the Transfer Agent. The Fund must notify the Transfer Agent in
writing of any contested amounts within thirty (30) days of receipt of a billing
for such amounts. Disputed amounts are not due and payable while they are being
investigated.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Transfer
Agent agrees on behalf of itself and its employees to treat confidentially and
as proprietary information of the Fund, all records and other information
relative to the Fund's prior, present or potential shareholders, and to not use
such records and information for any purpose other than performance of the
Transfer Agent's responsibilities and duties hereunder. The Transfer Agent may
seek a waiver of such confidentiality provisions by furnishing reasonable prior
notice to the Fund and obtaining approval in writing from the Fund, which
approval shall
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not be unreasonably withheld and may not be withheld where the Transfer Agent
may be exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities.
Waivers of confidentiality are automatically effective without further action by
the Transfer Agent with respect to Internal Revenue Service levies, subpoenas
and similar actions, or with respect to any request by the Fund.
7. DUTIES, RESPONSIBILITIES, AND LIMITATION OF LIABILITY.
(a) In the performance of its duties hereunder, the Transfer
Agent shall be obligated to exercise due care and diligence, and to act in good
faith in performing the services provided for under this Agreement. In
performing its services hereunder, the Transfer Agent shall be entitled to rely
on any oral or written instructions, notices or other communications from the
Fund and its custodians, officers and directors, investors, agents and other
service providers which the Transfer Agent reasonably believes to be genuine,
valid and authorized. The Transfer Agent shall also be entitled to consult with
and rely on the advice and opinions of outside legal counsel retained by the
Fund, as necessary or appropriate.
(b) The Transfer Agent shall not be liable for any error of
judgment or mistake of law or for any loss or expense suffered by the Fund, in
connection with the matters to which this Agreement relates, except for a loss
or expense solely
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caused by or resulting from willful misfeasance, bad faith or gross negligence
on the Transfer Agent's part in the performance of its duties or from reckless
disregard by the Transfer Agent of its obligations and duties under this
Agreement. The Transfer Agent's liability under this Agreement for any cause
whatsoever shall be limited to the total amount of fees paid to the Transfer
Agent under this Agreement for the prior year. Any person, even though also an
officer, director, partner, employee or agent of the Transfer Agent, who may be
or become an officer, director, partner, employee, or agent of the Fund, shall
be deemed when rendering services to the Fund or acting on any business of the
Fund (other than services or business in connection with the Transfer Agent's
duties hereunder) to be rendering such services to or acting solely for the Fund
and not as an officer, director, partner, employee or agent or person under the
control or direction of the Transfer Agent even though paid by the Transfer
Agent.
(c) Subject to Paragraph 7(b) above, the Transfer Agent shall
not be responsible for, and the Fund shall indemnify and hold the Transfer Agent
harmless from and against, any and all losses, damages, costs, reasonable
attorneys' fees and expenses, payments, expenses and liabilities arising out of
or attributable to:
(i) all actions of the Transfer Agent or its
officers or agents required to be taken
pursuant to this Agreement;
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(ii) the reliance on or use by the Transfer
Agent or its officers or agents of
information, records, or documents which
are received by the Transfer Agent or its
officers or agents and furnished to it or
them by or on behalf of the Fund, and
which have been prepared or maintained by
the Fund or any third party on behalf of
the Fund;
(iii) the Fund's refusal or failure to comply
with the terms of this Agreement or the
Fund's lack of good faith, or its
actions, or lack thereof, involving
negligence or willful misfeasance;
(iv) the breach of any representation or
warranty of the Fund hereunder;
(v) the taping or other form of recording of
telephone conversations or other forms of
electronic communications with investors
and shareholders, or reliance by the
Transfer Agent on telephone or other
electronic instructions of any person
acting on behalf of a shareholder or
shareholder account for which telephone
or other electronic services have been
authorized;
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(vi) the reliance on or the carrying out by
the Transfer Agent or its officers or
agents of any proper instructions
reasonably believed to be duty
authorized, or requests of the Fund or
recognition by the Transfer Agent of any
share certificates which are reasonably
believed to bear the proper signatures of
the officers of the Fund and the proper
countersignature of any transfer agent or
registrar of the Fund;
(vii) any delays, inaccuracies, errors in or
omissions from data provided to the
Transfer Agent by data and pricing
services;
(viii) the offer or sale of shares by the Fund
in violation of any requirement under the
Federal securities laws or regulations or
the securities laws or regulations of any
state, or in violation of any stop order
or other determination or ruling by any
Federal agency or any state agency with
respect to the offer or sale of such
shares in such state resulting from
activities, actions, or omissions by the
Fund's distributor or existing or arising
out of activities, actions or omissions
by or on
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behalf of the Fund prior to the effective
date of this Agreement; and
(ix) the compliance by the Fund, its
investment adviser, and its distributor
with applicable securities, tax,
commodities and other laws, rules and
regulations.
8. TERM. This Agreement shall become effective on the date
first herein above written. This Agreement may be modified or amended from time
to time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated by either party on 90 days' prior notice.
Upon termination of this Agreement, the Fund shall pay to the Transfer Agent
such compensation and any reimbursable expenses as may be due under the terms
hereof as of the date of termination or the date that the provision of services
ceases, whichever is later.
9. HIRING OF EMPLOYEES. The Fund and the Transfer Agent agree
that they will not enter into discussions of employment or make offers of
employment to each others' employees without written approval from the other.
10. NOTICES. Any notice required or permitted hereunder shall
be in writing and shall be deemed to have been given when delivered in person or
by certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
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If to the Fund:
Excelsior Funds
0 Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx
Fax: (000) 000-0000
If to the Transfer Agent:
Mutual Funds Service Company
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Xxxx Xxxxxxxx, General Counsel
Fax: (000) 000-0000
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.
11. ASSIGNABILITY. This Agreement shall not be assigned by any
of the parties hereto without the prior consent in writing of the other party;
provided, however, that the Transfer Agent may in its own discretion and without
limitation or prior consent of the Fund, whenever and on such terms and
conditions as the Transfer Agent deems necessary or appropriate, subcontract,
delegate or assign its rights, duties, obligations and liabilities to
subsidiaries or affiliates of the Transfer Agent; provided, further, that any
such subcontract, agreement or understanding shall not discharge the Transfer
Agent or its affiliates or subsidiaries, as the case may be, from its
obligations hereunder. Similarly, the Transfer Agent or its affiliated
subcontractor, designee, or assignee may at its discretion, without notice to
the Fund, enter into such
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subcontracts, agreements and understandings, whenever and on such terms and
conditions as the Transfer Agent or they deem necessary or appropriate to
perform services hereunder, with non-affiliated third parties; provided, that
such subcontract, agreement or understanding shall not discharge the Transfer
Agent, or its subcontractor, designee, or assignee, as the case may be, from the
Transfer Agent's obligations hereunder. The Transfer Agent or its affiliated
subcontractor, designee, or assignee shall, however, be discharged from the
Transfer Agent's obligations hereunder, if the Fund or its sponsor, investment
adviser or distributor require the Transfer Agent or its affiliated
subcontractor, designee, or assignee to enter into any subcontract, agreement or
understanding to perform services hereunder with any non-affiliated third party;
and the Fund shall indemnify and hold harmless the Transfer Agent and its
affiliated subcontractor, designee, or assignee from and against, any and all
losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities arising out of or attributable to such subcontract,
agreement or understanding.
12. WAIVER. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver nor shall it deprive such party of the right thereafter to insist upon
strict adherence to that term or any term of this Agreement. Any waiver must be
in writing signed by the waiving party.
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13. FORCE MAJEURE. The Transfer Agent shall not be responsible
or liable for any failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its control, including without limitation, acts of God, earthquakes,
fires, floods, wars, acts of civil or military authorities, or governmental
actions, nor shall say such failure or delay give the Fund the right to
terminate this Agreement.
14. USE OF NAME. The Fund and the Transfer Agent agree not to
use the other's name nor the names of such other's affiliates, designees, or
assignees in any prospectus, sales literature, or other printed material written
in a manner not previously, expressly approved in writing by the other or such
other's affiliates, designees, or assignees except where required by the SEC or
any state agency responsible for securities regulation.
15. AMENDMENTS. This Agreement may be modified or amended from
time to time by mutual written agreement between the parties. No provision of
this Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
16. SEVERABILITY. If any provision of this Agreement is
invalid or unenforceable, the balance of the Agreement shall remain in effect,
and if any provision is inapplicable to any
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person or circumstance it shall nevertheless remain applicable to
all other persons and circumstances.
17. GOVERNING LAW. This Agreement shall be governed by the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below as of the date first
written above.
EXCELSIOR FUNDS
Attest: By:
----------------------- ------------------------------
Name: Name:
----------------------- ------------------------------
Title:
-----------------
MUTUAL FUNDS SERVICE COMPANY
Attest: By:
----------------------- ------------------------------
Name: Name:
----------------------- ------------------------------
Title:
-----------------
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MUTUAL FUNDS TRANSFER AGENCY AGREEMENT
EXCELSIOR FUNDS
SCHEDULE A
FEES AND EXPENSES
$18,000 per annum/per Fund.
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MUTUAL FUNDS TRANSFER AGENCY AGREEMENT
EXCELSIOR FUNDS
SCHEDULE B
LISTING OF INVESTMENT FUNDS SUBJECT TO THIS AGREEMENT
Excelsior Equity Index Fund
Excelsior Bond Index Fund
Excelsior Small Capitalization Fund
Excelsior Balanced Fund
Excelsior Equity Growth Fund
Excelsior Value Equity Income Fund
Excelsior Income Fund
Excelsior Equity Fund
Excelsior Total Return Bond Fund
Excelsior International Equity Fund
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MUTUAL FUNDS TRANSFER AGENCY AGREEMENT
EXCELSIOR FUNDS
SCHEDULE C
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency
services the Transfer Agent shall provide to the Fund.
A. Shareholder Recordkeeping. Maintain records showing for each Fund shareholder
the following: (i) name, address and tax identifying number; (ii) number of
shares of each Investment Fund; (iii) historical information including, but not
limited to, dividends paid and date and price of all transactions including
individual purchases and redemptions; and (iv) any dividend reinvestment order,
application, dividend address and correspondence relating to the current
maintenance of the account.
B. Shareholder Issuance. Record the issuance of shares of each Investment Fund.
Except as specifically agreed in writing between the Transfer Agent and the
Fund, the Transfer Agent shall have no obligation when countersigning and
issuing and/or crediting shares to take cognizance of any other laws relating to
the issue and sale of such shares except insofar as policies and procedures of
the Stock Transfer Association recognize such laws.
C. Purchase Orders. Process all orders for the purchase of shares of the Fund in
accordance with the Fund's current registration statement. Upon receipt of any
check or other
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payment for purchase of shares of the Fund from an investor, the Transfer Agent
will (i) stamp the envelope with the date of receipt, (ii) forthwith process the
same for collection, (iii) determine the amounts thereof due the Fund, and
notify the Fund of such determination and deposit, such notification to be given
on a daily basis of the total amounts determined and deposited to the Fund's
custodian bank account during such day. The Transfer Agent shall then credit the
share account of the investor with the number of Investment Fund shares to be
purchased made on the date such payment is received by the Transfer Agent, as
set forth in the Fund's current prospectus and shall promptly mail a
confirmation of said purchase to the investor, all subject to any instructions
which the Fund may give to the Transfer Agent with respect to the timing or
manner of acceptance of orders for shares relating to payments so received by
it.
D. Redemption Orders. Receive and stamp with the date of receipt all
requests for redemptions or repurchase of shares held in certificate or
non-certificate form, and process redemptions and repurchase requests as
follows: (i) if such certificate or redemption request complies with the
applicable standards approved by the Fund, the Transfer Agent shall on each
business day notify the Fund of the total number of shares presented and covered
by such requests received by the Transfer Agent on such day; (ii) on or prior to
the seventh calendar day succeeding any such requests received by the Transfer
Agent shall notify the
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Custodian, subject to instructions from the Fund, to transfer moneys to such
account as designated by the Transfer Agent for such payment to the redeeming
shareholder of the applicable redemption or repurchase price; (iii) if any such
certificate or request for redemption or repurchase does not comply with
applicable standards, the Transfer Agent shall promptly notify the investor of
such fact, together with the reason therefor, and shall effect such redemption
at the Fund's price next determined after receipt of documents complying with
said standards of, at such other time as the Fund shall so direct.
E. Telephone Orders. Process redemptions, exchanges and transfers of Fund shares
upon telephone instructions from qualified shareholders in accordance with the
procedures set forth in the Fund's current prospectus. The Transfer Agent shall
be permitted to redeem, exchange and/or transfer Fund shares from any account
for which such services have been authorized.
F. Transfer for Shares. Upon receipt by the Transfer Agent of documentation in
proper form to effect a transfer of shares, including in the case of shares for
which certificates have been issued the share certificates in proper form for
transfer, the Transfer Agent will register such transfer on the Fund's
shareholder record maintained by the Transfer Agent pursuant to instructions
received from the transferor, cancel the certificates representing such shares,
if any, and if so requested, countersign, register, issue and mail by first
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class mail new certificates for the same or a smaller whole number of shares.
G. Shareholder Communications and Meeting. Address and mail all communications
by the Fund to its shareholders promptly following the delivery by the Fund of
the material to be mailed. Prepare shareholder lists, mail and certify as to the
mailing of proxy materials, receive the tabulated proxy cards, render periodic
reports to the Fund on the progress of such tabulation, and provide the Fund
with inspectors of election at any meeting of shareholders.
H. Share Certificates. If a shareholder of the Fund requests a certificate
representing his shares, the Transfer Agent will countersign and mail by first
class mail with receipt confirmed, a share certificate to the investor at
his/her address as it appears on the Fund's transfer books. The Transfer Agent
shall supply, at the expense of the Fund, a supply of blank share certificates.
The certificates shall be properly signed, manually or by facsimile, as
authorized by the Fund, and shall bear the Fund's seal or facsimile; and
notwithstanding the death, resignation or removal of any officers of the Fund
authorized to sign certificates, the Transfer Agent may, until otherwise
directed by the Fund, continue to countersign certificates which bear the manual
or facsimile signature of such officer.
I. Returned Checks. In the event that any check or other order for the payment
of money is returned unpaid for any reason, the Transfer Agent will take such
steps, including redepositing the
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check for collection or returning the check to the investor, as the Transfer
Agent may, at its discretion, deem appropriate and notify the Fund of such
action, or as the Fund may instruct.
J. Shareholder Correspondence. Acknowledge all correspondence from shareholders
relating to their share accounts and undertake such other shareholder
correspondence as may from time to time be mutually agreed upon.
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