Exhibit (h)(1)
FUND ACCOUNTING AND
ADMINISTRATION AGREEMENT
This AGREEMENT made as of June 4, 2001 by and among EXCELSIOR FUNDS,
INC., a Maryland corporation (the "Company"), SEI INVESTMENTS MUTUAL FUND
SERVICES, a Delaware business trust ("SEI"), FEDERATED SERVICES COMPANY ("FSC"),
a Pennsylvania Corporation, and U.S. TRUST COMPANY ("U.S. Trust"), a Connecticut
state bank and trust company (SEI, FSC and U.S. Trust are collectively referred
to as the "Administrators").
WITNESSETH:
WHEREAS, the Company is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Company wishes to retain the Administrators to provide,
as co-administrators, certain accounting and administration services with
respect to one or more of the Company's investment portfolios (individually, a
"Fund," and collectively, the "Funds"), as described and set forth on one or
more exhibits to this Agreement, and the Administrators are 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 Company hereby appoints the Administrators to
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provide accounting and administration services to the Funds for the period and
on the terms set forth in this Agreement. The Administrators accept such
appointment and agree to furnish the services herein set forth in return for the
compensation as provided in Section 4 of this Agreement. In the event that the
Company establishes one or more investment portfolios other than the Funds with
respect to which it decides to retain the Administrators to act as co-
administrators hereunder, the Company shall notify the Administrators in
writing. If the Administrators are willing to render such services to a new
investment portfolio, they shall so notify the Company in writing whereupon such
investment portfolio shall become a Fund hereunder and shall be subject to the
provisions of this Agreement to the same extent as the Funds, except to the
extent that said provisions (including those relating to the compensation
payable by the Company) may be modified with respect to such investment
portfolio in writing by the Company and the Administrators at the time of the
addition of such new investment portfolio.
2. Delivery of Documents. The Company has furnished each of the
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Administrators with copies, properly certified or authenticated, of each of the
following:
1
(a) Resolutions of the Company's Board of Directors authorizing the
appointment of the Administrators to provide certain administration services to
the Company and approving this Agreement;
(b) The Company's Articles of Incorporation ("Charter");
(c) The Company's Bylaws ("Bylaws");
(d) The Company's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC") on August
8, 1984;
(e) The Company's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A (No. 2-92665) (the "Registration Statement")
under the Securities Act of 1933 and the 1940 Act, as filed with the SEC;
(f) The Company's Amended and Restated Administrative Services
Plan; and
(g) The Company's most recent Prospectuses and Statements of
Additional Information and all amendments and supplements thereto (such
Prospectuses and Statements of Additional Information and supplements thereto,
as presently in effect and as from time to time amended and supplemented, herein
called the "Prospectus").
The Company will timely furnish each of the Administrators from time
to time with copies, properly certified or authenticated, of all amendments of
or supplements to the foregoing, if any.
3. Services and Duties. Subject to the supervision and control of
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the Company's Board of Directors, and as delineated on one or more Exhibits to
the Agreement, the Administrators agree to assist in supervising various aspects
of each Fund's administrative operations, including the performance of the
following specific services for each Fund:
(a) Providing office facilities (which may be in the offices of any
of the Administrators or a corporate affiliate of any of them, but shall be in
such location as the Company shall reasonably approve);
(b) Furnishing statistical and research data, clerical services, and
stationery and office supplies;
(c) Keeping and maintaining all financial accounts and records (other
than those required to be maintained by the Company's Custodian and Transfer
Agent);
(d) Computing each Fund's net asset value, net income and net capital
gain (loss) in accordance with the Company's Prospectus and resolutions of its
Board of Directors;
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(e) Compiling data for and preparing for execution and filing with
the SEC required reports and notices to shareholders of record and the SEC
including, without limitation, Semi-Annual and Annual Reports to Shareholders,
Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compiling data for, and preparing for execution and filing all
reports or other documents required by Federal, state and other applicable laws
and regulations, including those required by applicable laws and regulations,
including those required by applicable Federal and state tax laws (other than
those required to be filed by the Company's Custodian or Transfer Agent);
(g) Reviewing, providing advice with respect to, and filing with the
National Association of Securities Dealers, Inc. all sales literature
(advertisements, brochures and shareholder communications) for each of the Funds
and any class or series thereof;
(h) Assisting in developing and monitoring secondary compliance
procedures for each Fund and any class or series thereof, including, without
limitation, procedures to monitor compliance on a secondary basis with
applicable law and regulations, each Fund's investment objectives, policies and
restrictions, its continued qualification as a regulated investment company
under the Internal Revenue Code of 1986, as amended, and other tax matters, it
being understood that the services provided by the Administrators pursuant to
this paragraph are not intended and do not supplant the Funds' advisers'
compliance obligations, and the Administrators are not liable for compliance
violations resulting from the acts or omissions of the Funds' adviser;
(i) Monitoring the Company's arrangements with respect to services
provided by certain organizations ("Service Organizations") under its Amended
and Restated Administrative Services Plan, provided that each Administrator will
only be responsible for monitoring arrangements with Service Organizations with
whom the Administrator has established the servicing relationship on behalf of
the Company. With respect to such Service Organizations, the Administrators
shall specifically monitor and review the services rendered by Service
Organizations to their customers who are the beneficial owners of shares,
pursuant to agreements between the Company and such Service Organizations
("Servicing Agreements"), including, without limitation, reviewing the
qualifications of financial institutions wishing to be Service Organizations,
assisting in the execution and delivery of Servicing Agreements, reporting to
the Company's Board of Directors with respect to the amounts paid or payable by
the Company from time to time under the Servicing Agreements and the nature of
the services provided by Service Organizations, and maintaining appropriate
records in connection with such duties;
(j) Determining, together with the Company's Board of Directors, the
jurisdictions in which the Company's shares shall be registered or qualified for
sale and, in connection therewith, maintaining the registration or
qualification of shares for sale under the securities laws of any state.
Payment of share registration fees and any fees for qualifying or continuing the
qualification of any Fund as a dealer or broker, if applicable, shall be made by
that Fund;
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(k) Assisting to the extent requested by the Company and its outside
counsel with the preparation of the Company's Registration Statement on Form N-
1A or any replacement therefor; and
(l) Assisting in the monitoring of regulatory and legislative
developments which may affect the Company and, in response to such developments,
counseling and assisting the Company in routine regulatory examinations or
investigations of the Company, and working with outside counsel to the Company
in connection with regulatory matters or litigation.
In addition, the parties shall also provide the services set forth in the
Exhibits to this Agreement.
In performing their duties as co-administrators of the Company, the
Administrators (a) will act in accordance with the Company's Charter, Bylaws,
Prospectus and the instructions and directions of the Company's Board of
Directors and will conform to, and comply with, the requirements of the 1940 Act
and all other applicable Federal or state laws and regulations, and (b) will
consult with outside legal counsel to the Company, as necessary or appropriate.
The Administrators will preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under
said Act in connection with the services required to be performed hereunder. The
Administrators further agree that all such records which they maintain for the
Company are the property of the Company and further agree to surrender promptly
to the Company any of such records upon the Company's request.
4. Fees; Expenses; Expense Reimbursement.
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For the services rendered pursuant to this Agreement for all Funds (except
the International, Pacific/Asia, Pan European, Latin America and Emerging
Markets Funds), the Administrators shall be entitled jointly to a fee based on
the average net assets of the Company, determined at the following annual rates
applied to the average combined daily net assets of all of the Funds (except the
International, Pacific/Asia, Pan European, Latin America and Emerging Markets
Funds) and all of the investment portfolios of Excelsior Tax-Exempt Funds, Inc.
and Excelsior Institutional Trust (the "Trust") (except the International Equity
Fund of the Trust): .20% of the first $200 million; .175% of the next $200
million; and .15% of any amount in excess of $400 million. Each Fund (except the
International, Pacific/Asia, Pan European, Latin America and Emerging Markets
Funds) will pay a portion of the total fee payable by the Company in an amount
equal to the proportion that such Fund's average daily net assets bears to the
total average daily net assets of all the Funds of the Company (except the
International, Pacific/Asia, Pan European, Latin America and Emerging Markets
Funds). For the services provided to the International, Pacific/Asia, Pan
European, Latin America and Emerging Markets Funds, the Administrators shall be
entitled jointly to a fee, at the annual rate of .20% of the average daily net
assets of each such Fund. The fee attributable to each Fund shall be the several
(and not joint or joint and several) obligation of each Fund. Such fees are to
be computed daily
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and paid monthly on the first business day of the following month. Upon any
termination of this Agreement before the end of any month, the fee for such part
of the month shall be pro-rated according to the proportion which such period
bears to the full monthly period and shall be payable upon the date of
termination of this Agreement.
For purposes of determining fees payable to the Administrators, the
value of each Fund's net assets shall be computed as required by its Prospectus,
generally accepted accounting principles, and resolutions of the Company's Board
of Directors.
The Administrators will from time to time employ or associate with
themselves such person or persons as they may believe to be fitted to assist
them in the performance of this Agreement. Such person or persons may be
officers and employees who are employed by both the Administrators and the
Company. The compensation of such person or persons for such employment shall
be paid by the Administrators and no obligation may be incurred on behalf of the
Company in such respect.
The Administrators will bear all expenses in connection with the
performance of their services under this Agreement except as otherwise expressly
provided herein. Other expenses to be incurred in the operation of the Funds,
including taxes, interest, brokerage fees and commissions, if any, salaries and
fees of officers and directors who are not officers, directors, shareholders or
employees of the Administrators, or the Company's investment adviser or
distributor for the Funds, Securities and Exchange Commission fees and state
Blue Sky qualification fees, advisory and administration fees, charges of
custodians, transfer and dividend disbursing agents' fees, certain insurance
premiums, outside auditing and legal expenses, payments to Service
Organizations, costs of maintenance of corporate existence, typesetting and
printing of prospectuses for regulatory purposes and for distribution to current
shareholders of the Funds, costs of shareholders' reports and corporate meetings
and any extraordinary expenses, will be borne by the Company, provided, however,
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that, except pursuant to a distribution plan, the Company will not bear,
directly or indirectly, the cost of any activity which is primarily intended to
result in the distribution of shares of the Funds, and further provided that the
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Administrators may utilize one or more independent pricing services, approved
from time to time by the Board of Directors of the Company, to obtain securities
prices in connection with determining the net asset value of each Fund and that
each Fund will reimburse the Administrators for its share of the cost of such
services based upon its actual use of the services.
5. Proprietary and Confidential Information. The Administrators
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agree on behalf of themselves and their employees to treat confidentially and as
proprietary information of the Company all records and other information
relative to the Funds and prior, present or potential shareholders, and not to
use such records and information for any purpose other than performance of their
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Company, which approval shall not be unreasonably
withheld and may not be withheld where the Administrators may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Company.
-5-
6. Limitation of Liability. Each Administrator shall not be liable
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for any error of judgment or mistake of law or for any loss or expense suffered
by the Company in connection with the matters to which this Agreement relates,
except for a loss or expense resulting from willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, partner, employee or agent of any of the
Administrators, who may be or become an officer, director, employee or agent of
the Company shall be deemed when rendering services to the Company or acting on
any business of the Company (other than services or business in connection with
the Administrators' duties hereunder) to be rendering such services to or acting
solely for the Company and not as an officer, partner, employee or agent or one
under the control or direction of the Administrators even though paid by any of
them. The Administrators agree that this Agreement shall not create any joint
and/or several liability among the Administrators with respect to services
provided by any particular Administrator as set forth herein.
7. Term. This Agreement shall become effective on June 4, 2001 and,
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unless sooner terminated as provided herein, shall continue until July 31, 2002,
and thereafter shall continue automatically with respect to each Fund for
successive annual periods ending on July 31 of each year, provided such
continuance is specifically approved at least annually by the Company's Board of
Directors. This Agreement is terminable with respect to each Fund, without
penalty, on not less than forty-five (45) days' notice by the Company's Board of
Directors or by SEI, FSC or U.S. Trust. This Agreement will terminate
automatically in the event of its "assignment" (as defined in the Investment
Company Act 1940).
8. Governing Law. This Agreement shall be governed by New York law.
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9. Notices. All notices required or permitted herein shall be in
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writing and shall be deemed to be properly given when delivered personally or by
telecopier to the party entitled to receive the notice or when sent by certified
or registered mail, postage prepaid, or delivered to an internationally
recognized overnight courier service, in each case properly addressed to the
party entitled to receive such notice at the address or telecopier number stated
below or to such other address or telecopier number as may hereafter be
furnished in writing by notice similarly given by one party to the other party
hereto:
If to the Company:
Excelsior Funds, Inc.
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, Xxxxxxxxxxxx 00000
Telecopier Number: (000) 000-0000
Attn: General Counsel
With copies to:
W. Xxxxx XxXxxxxx, Esq.
Drinker Xxxxxx & Xxxxx LLP
One Xxxxx Square
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00/xx/ & Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Telecopier Number: (000) 000-0000
If to SEI:
SEI Investment Mutual Fund Services
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Telecopier Number: (000) 000-0000
If to FSC:
Federated Services Corporation
Federated Investors Tower
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Telecopier Number: (000) 000-0000
If to U.S. Trust:
U.S. Trust Company
000 Xxxx Xxxxx Xxxx
Xxxx Xxxxxxxx
Xxxxxxxx, XX 00000
Telecopier Number: (000) 000-0000
10. Miscellaneous. Each party represents and warrants that it has
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full power and authority to enter into this agreement, that the person signing
on its behalf below is lawfully authorized to bind the corporation, and that
this agreement is the binding obligation of the corporation, enforceable in
accordance with its terms. This agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement, including without
limitation the Amended and Restated Administration Agreement dated as of
December 31, 1998 by and among the Company, FSC, U.S. Trust and certain other
parties, draft or proposal with respect to the subject matter hereof. No
provisions 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. If a change or
discharge is sought against the Company, the instrument must be signed by each
Administrator. This Agreement may be executed in one or more counterparts and
all such counterparts will constitute one and the same instrument. This
agreement, and the rights and obligations of the parties hereunder, shall be
binding on, and inure to the benefit of, the parties and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date indicated above.
EXCELSIOR FUNDS, INC.
/s/ Xxxxxxxxx X. Xxxxxx
____________________________
Name: F. S. Wonham
Title: President and Treasurer
SEI INVESTMENTS MUTUAL FUND
SERVICES
/s/ Xxxxxxx X. Xxxxx
____________________________
Name: Xxxxxxx X. Xxxxx
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Title: Vice President &
Assistant Secretary
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FEDERATED SERVICES CORPORATION
/s/ C. Xxxxx Xxxxxxxx
____________________________
Name: C. Xxxxx Xxxxxxxx
Title: Vice President
U.S. TRUST COMPANY
/s/ W. Xxxxxxx Xxxxx
____________________________
Name: W. Xxxxxxx Xxxxx
Title: President and CEO
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Exhibit A
to the
Fund Accounting and Administration Agreement
EXCELSIOR FUNDS, INC.
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Money Fund
Government Money Fund
Treasury Money Fund
Short-Term Government Securities Fund
Intermediate-Term Managed Income Fund
Managed Income Fund
Blended Equity Fund
Energy and Natural Resources Fund
Value and Restructuring Fund
Small Cap Fund
International Fund
Latin America Fund
Pacific/Asia Fund
Pan European Fund
Large Cap Growth Fund
Real Estate Fund
Emerging Markets Fund
Technology Fund
Biotechnology Fund
In consideration of the mutual covenants set forth in the Fund Accounting
and Administration Agreement dated as of June 4, 2001 among Excelsior Funds,
Inc. (the "Company"), SEI Investments Mutual Fund Services ("SEI"), Federated
Services Company ("FSC") and U.S. Trust Company ("U.S. Trust Co."), Excelsior
Funds, Inc. executes and delivers this Exhibit on behalf of the investment
portfolios of the Company (individually, a "Fund," and collectively, the
"Funds"), and with respect to any class or series thereof, first set forth in
this Exhibit.
Pursuant to Section 3 of the Agreement, SEI agrees to provide facilities,
equipment, and personnel to carry out the following accounting and
administrative services to the Funds:
A-1
Accounting Services:
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Cash Processing
Record T/A paid-in-capital activity using an automated T/A feed
Reconcile shares and accruals with the T/A using automated T/A feed
Resolve cash movement discrepancies
Provide 5-day cash projections
Reconcile differences between accrual and actual cash received from
custodian using an automated feed
Provide advisor with daily cash projection
Provide one intra-day cash projection for money market advisors
Reconcile security balances with custodian using an automated custodian
feed
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Validation of Income & Expense Accruals
Track and validate amortization, accretion, interest, and dividend income
for securities
Modify expense accrual changes at least quarterly
Process expense payments to service providers monthly as appropriate
Process 12(b)-1 payments to service providers
Ensure income and expense categories are properly classified for reporting
purposes
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Income & Capital Gain Distributions
Calculate and record income and capital gains as required by prospectus
Provide distribution factors to client, advisor, and T/A (up to 5 parties)
Reconcile with T/A and resolve differences
Coordinate estimated cash payments required for capital gains and dividends
not reinvested
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Security Master File & Trade Processing
Maintain one security master file with all indicative data elements
Receive automated feed of security trades not later than T+1 in SEI 's
standard format
Enter same-day settlement trades on Trade Date (T).
Validate trade information
Maintain tax lot records according to a default selected by the advisor
Record all mandatory corporate actions, validating income and adjustments
Receive and record voluntary corporate actions
Track international dividend reclaims
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Fund Valuation
Follow SEI-recommended standard pricing and valuation policies
Obtain security valuation quotes from reliable industry resources
Obtain broker quotes for securities whose prices cannot be obtained from
pricing vendors (up to 5% of holdings)
Manage and respond to price challenges by advisor or sub-advisor
Investigate stale prices (3 business days for equity securities, 5 business
days for fixed income securities)
Check for trading halts on securities at market close
Calculate weekly xxxx-to-market report for money market funds
Validate prices that deviate from pre-established thresholds
Calculate NAV of each fund and any class of shares
Communicate NAVs to NASDAQ & T/A
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A-2
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Accounting Reporting
Calculate and submit all required yields to clients and 3/rd/ party
reporting agencies
Produce 6 standard reports:
DI, Schedule of Investments, Earned Income, Transactional Detail, NAV
Impact, and Xxxx-to-Market Report
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Administrative Services:
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Third Party Reporting
Distribute daily and monthly data feeds to 23 major third party reporting
agencies
Provide fund updates to third party reporting agencies as required
Assist in resolution of errors reported by third party agencies.
Provide feeds to SEI's Fund Reporting and to the Periphonics IVR system.
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Performance Reporting
Provide 5 standard reports in electronic format (FTP or email):
Daily Info, Blackbar, Indices Report, Lipper Rankings, Lipper Comparisons
Provide plot points and total return data for financial regulatory
reporting (prospectuses, annuals, semi-annuals)
Provide conversion support
Provide After-Tax Return Reporting (pending regulatory / legislative
requirements)
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Financial Statement Preparation
Create financial statement timeline, review with client, and manage
deadlines
Contact advisor to receive trades on trade date for financial statement
semi & year end
Review "shell" financial statements (prior year numbers, new disclosures,
etc.)
Typeset through SEI-selected typesetter (currently Global Compliance
Publishing)
Identify non-income producing securities
Send Schedule of Investments to clients by 5/th/ business day (advisor must
comment by 12/th/ business day)
Incorporate advisor changes to Schedule of Investments and provide to
printer by 13/th/ business day
Incorporate ROCSOP adjustments into financial statements
Incorporate MD&A, graphs, etc. into draft financial statement
Coordinate review with various departments (legal, tax, audit, etc.) and
coordinate changes with printer
Review "Blueline" and clear for print
Complete N-SAR and file with the SEC
Review and release XXXXX version of financial statement to SEC
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Treasury Services
Set expense assumptions and review preliminary budgets with clients
Adjust budget assumptions and discuss with client quarterly
Calculate monthly revenue by 5/th/ business day
Create 2A-7 xxxx-to-market worksheets
Generate 12B-1 Summary Reports
Create quarterly dividend payment report
Report on distribution plan expenditures
Populate SAIs with fee and expense data
Complete expense section of prospectus
Process payments to advisor, sub-advisor, and administrator by 4/th/
business day
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A-3
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Regulatory Assistance (Compliance)
Compile reports for audits, where data resides only at SEI
Assist with SEC inquiries or requests for information with respect to
records retained or service provided by SEI
Prepare XXXXX filings for semi-annual N-SAR and annual form 24f-2
File N-30Ds
Keep and maintain all financial accounts and records (other than those
required to be maintained by the Company's Custodian and Transfer Agent)
Compile data for, and prepare for execution and filing all reports or other
documents required by Federal, state and other applicable laws and
regulations
Assist in developing and monitoring secondary compliance procedures for
each Fund and any class or series thereof
Monitor the Company's arrangements with respect to services provided by
certain organizations ("Service Organizations") under the Company's
Service Plan, provided that SEI shall only be responsible for monitoring
arrangements with Service Organizations with whom SEI has established the
service relationship on behalf of the Company
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Portfolio Compliance Post-Trade (Secondary) Checks
Conduct secondary, T+2 quantitative compliance checks on portfolios
Update and maintain limitations tests
Research potential portfolio deviations
Provide advisors with notice of potential deviations
Conduct weekly 2a-7 quality / ratings review on money market funds
Monitor weekly watch list for second tier securities
Coordinate monthly tier classification verification with advisors
Supply weekly documentation on AAA rated funds to Xxxxx'x and S&P
Conduct quarterly IRS diversification tests (SubChapter M)
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Compliance Training & Consulting
Monitor regulatory developments and communicate material changes as needed
Provide client with SEI's Compliance Manual
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Tax Services
Compute required capital gains distributions
Prepare estimated capital gain distributions twice per year (fiscal year
end and excise).
Prepare federal and state tax returns for the RIC
Coordinate foreign tax credit notification to shareholders
Prepare year-end 60-day notices
Prepare year-end provision and tax footnotes
Provide data for year end 1099 and supplemental tax letters
Calculate reallocations of income and notify T/A
Conduct required income qualification tests
Apply for TIN / EINs to commence business of new RICs
Advise SEI's Fund Accounting on specific tax issues and assist in
resolution of operational tax issues
Maintain book / tax differences off-line to assist in tax return
preparation (no special transactions involved).
Host quarterly tax update call when available
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A-4
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Fund Management
Provide officers of the fund
Respond to SEC inquiries
Provide fund's outside counsel with SEI's input to board books or provide
access to e-boardroom
Coordinate with fund's outside counsel on new policies and procedures
Document portfolio compliance violations on a quarterly basis, where SEI is
named administrator
Provide advisors with quarterly "advisor checklist" with affiliated trades
and authorized signers
Attend board meetings as an interested party (one SEI representative).
Manager board support process
Provide reduced-rate insurance, both Director & Officer and Fidelity Bond.
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Produce Regulatory Reports
Review SEC required reports and notices to shareholders
Coordinate with fund's outside counsel on drafting and filing N1-A,
prospectuses, supplements, and SAIs
Provide plot points and total return data for financial regulatory
reporting (prospectuses, annuals, semi-annuals, proxies)
Review annuals, semi-annuals, 24f-2 documents, and N-SARs (for marketing &
compliance purposes)
Design layout and proof content of prospectuses, annuals, and semi-annuals
(for marketing & compliance purposes)
Ensure design is consistent with branding and "look and feel" of other
collateral materials
Recommend number and types of prospectuses
Assist in development of "wrappers" if required
Manage production timeline to ensure distribution meets all required
deadlines
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Distribute Regulatory Reports
Determine print quantities for fund direct S/Hs and ADP beneficial S/Hs.
Request distribution quantities and marketing quantities from client
contact.
Coordinate distribution instructions with print vendor
Manage distribution process to all registered, beneficial, and omnibus
shareholders for mailing up to 4 components.
Manage distribution process to all other interested parties
(broker/dealers, vendors, fulfillment warehouse, etc.)
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A-5
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General Legal Consulting
Respond to ad hoc legal requests, where expertise resides at SEI.
Provide interpretations of significant new federal securities laws and
regulations.
Coordinate, as required, with fund's outside legal counsel.
Coordinate Blue Sky filings and monitor Blue Sky compliance.
Coordinate operational agreements (networking agreements, NSCC redemption
agreements, etc.)
Coordinate 401(k) agreements and shareholder service agreements with
various record-holders
Coordinate service agreements with various Supermarkets (Schwab, Fidelity,
Xxxx Xxxxx, etc.)
Provide client access to data on Information Access legal website
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Project Management
Provide consulting and project planning / project management for new funds,
products, share classes, or load structures
Provide consulting and project planning / project management for launch of
new fund families
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Operations Support / Vendor Management
Apply for CUSIPs when new funds are opened
Apply for NASDAQ ticker symbols and NASDAQ media listings
Assist in resolving material "as of" trades
Notify vendors of changes in products, policies, procedures
Compile third party financier reports, if necessary (FEP funding, etc.)
Conduct weekly or "as needed" conference calls with vendors
Maintain "issues log" on vendors to track status of issues
Resolve client issues with vendors, if necessary
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General Business Consulting
Recommend opportunities for asset gathering or asset growth
Identify client best practices (success stories) and suggest methods for
improving client's internal efficiencies
Conduct general business planning with client
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This Exhibit A may be executed in one or more counterparts and all such
counterparts will constitute one and the same instrument.
A-6
Witness the due execution hereof this 4th day of June, 2001.
EXCELSIOR FUNDS, INC.
/s/ Xxxxxxxxx X. Xxxxxx
________________________________
Name: F. S. Wonham
Title: President and Treasurer
SEI INVESTMENTS MUTUAL FUND
SERVICES
/s/ Xxxxxxx X. Xxxxx
____________________________
Name: Xxxxxxx X. Xxxxx
---------------------
Title: Vice President &
Assistant Secretary
---------------------
U.S. TRUST COMPANY
/s/ W. Xxxxxxx Xxxxx
________________________________
Name: W. Xxxxxxx Xxxxx
Title: President and CEO
A-7
Exhibit B
to the
Fund Accounting and Administration Agreement
EXCELSIOR FUNDS, INC.
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Money Fund
Government Money Fund
Treasury Money Fund
Short-Term Government Securities Fund
Intermediate-Term Managed Income Fund
Managed Income Fund
Blended Equity Fund
Energy and Natural Resources Fund
Value and Restructuring Fund
Small Cap Fund
International Fund
Latin America Fund
Pacific/Asia Fund
Pan European Fund
Large Cap Growth Fund
Real Estate Fund
Emerging Markets Fund
Technology Fund
Biotechnology Fund
In consideration of the mutual covenants set forth in the Fund
Accounting and Administration Agreement dated as of June 4, 2001 among Excelsior
Funds, Inc. (the "Company"), SEI Investments Mutual Fund Services ("SEI"),
Federated Services Company ("FSC") and U.S. Trust Company ("U.S. Trust Co."),
Excelsior Funds, Inc. executes and delivers this Exhibit on behalf of the Funds,
and with respect to any class or series thereof, first set forth in this
Exhibit.
Pursuant to Section 3 of the Agreement, FSC agrees to provide
facilities, equipment, and personnel to carry out the following administrative
services to the Funds:
(a) Performing a due diligence review of SEC required reports and notices
to shareholders of record and to the SEC including, without limitation, Semi-
Annual and Annual Reports to Shareholders, Semi-Annual Reports on Form N-SAR,
Proxy Statements and SEC share registration notices;
(b) Reviewing the Company's Registration Statement on Form N-1A or any
replacement therefor;
B-1
(c) Reviewing, providing advice with respect to, and filing with the
National Association of Securities Dealers, Inc. all sales literature
(advertisements, brochures and shareholder communications) for each of the Funds
and any class or series thereof;
(d) Preparing distributor's reports to the Company's Board of Directors;
(e) Performing internal audit examinations in accordance with a charter to
be adopted by FSC and the Company;
(f) Upon request, providing individuals reasonably acceptable to the
Company's Board of Directors for nomination, appointment, or election as
officers of the Company, who will be responsible for the management of certain
of the Funds' affairs as determined by the Company;
(g) Consulting with the Funds and the Company's Board of Directors, as
appropriate, on matters concerning the distribution of Funds;
(h) Monitoring the Company's arrangements with respect to services
provided by certain organizations ("Service Organizations") under its Amended
and Restated Administrative Services Plan, provided that FSC will only be
responsible for monitoring arrangements with Service Organizations with whom FSC
has established the servicing relationship on behalf of the Company. With
respect to such Service Organizations, FSC shall specifically monitor and review
the services rendered by Service Organizations to their customers who are the
beneficial owners of shares, pursuant to agreements between the Company and such
Service Organizations ("Servicing Agreements"), including, without limitation,
reviewing the qualifications of financial institutions wishing to be Service
Organizations, assisting in the execution and delivery of Servicing Agreements,
reporting to the Company's Board of Directors with respect to the amounts paid
or payable by the Company from time to time under the Servicing Agreements and
the nature of the services provided by Service Organizations, and maintaining
appropriate records in connection with such duties; and
(i) Consulting with SEI and the Company regarding the jurisdictions in
which the Company's shares shall be registered or qualified for sale and, in
connection therewith, reviewing and monitoring the actions of SEI in maintaining
the registration or qualification of shares for sale under the securities laws
of any state. Payment of share registration fees and any fees for qualifying or
continuing the qualification of any Fund as a dealer or broker, if applicable,
shall be made by that Fund.
This Exhibit B may be executed in one or more counterparts and all such
counterparts will constitute one and the same instrument.
B-2
Witness the due execution hereof this 4th day of June, 2001.
EXCELSIOR FUNDS, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President and Treasurer
FEDERATED SERVICES COMPANY
By: /s/ C. Xxxxx Xxxxxxxx
----------------------------------
Name: C. Xxxxx Xxxxxxxx
Title: Vice President
U.S. TRUST COMPANY
By: /s/ W. Xxxxxxx Xxxxx
----------------------------------
Name: W. Xxxxxxx Xxxxx
Title: President and CEO
B-3
Exhibit C
to the
Fund Accounting and Administration Agreement
EXCELSIOR FUNDS, INC.
---------------------
Money Fund
Government Money Fund
Treasury Money Fund
Short-Term Government Securities Fund
Intermediate-Term Managed Income Fund
Managed Income Fund
Blended Equity Fund
Energy and Natural Resources Fund
Value and Restructuring Fund
Small Cap Fund
International Fund
Latin America Fund
Pacific/Asia Fund
Pan European Fund
Large Cap Growth Fund
Real Estate Fund
Emerging Markets Fund
Technology Fund
Biotechnology Fund
In consideration of the mutual covenants set forth in the Amended and
Restated Administration Agreement dated as of June 4, 2001 among Excelsior
Funds, Inc. (the "Company"), SEI Investments Mutual Fund Services ("SEI"),
Federated Services Company ("FSC") and U.S. Trust Company ("U.S. Trust Co."),
Excelsior Funds, Inc. executes and delivers this Exhibit on behalf of the Funds,
and with respect to any class or series thereof, first set forth in this
Exhibit.
Pursuant to Section 3 of the Agreement, U.S. Trust Co. agrees to
provide facilities, equipment, and personnel to carry out the following
administrative services to the Funds:
(a) Providing guidance and assistance in the preparation of SEC required
reports and notices to shareholders of record and to the SEC including, without
limitation, Semi-Annual and Annual Reports to Shareholders, Semi-Annual Reports
on Form N-SAR, Proxy Statements and SEC share registration notices;
(b) Reviewing the Company's Registration Statement on Form N-1A or any
replacement therefor;
C-1
(c) Consulting with the Funds and the Company's Board of Directors, as
appropriate, on matters concerning the administration and operation of the
Funds;
(d) Monitoring the Company's arrangements with respect to services
provided by certain organizations ("Service Organizations") under its Amended
and Restated Administrative Services Plan, provided that U.S. Trust Co. will
only be responsible for monitoring arrangements with Service Organizations with
whom U.S. Trust Co. has established the servicing relationship on behalf of the
Company. With respect to such Service Organizations, U.S. Trust Co. shall
specifically monitor and review the services rendered by Service Organizations
to their customers who are the beneficial owners of shares, pursuant to
agreements between the Company and such Service Organizations ("Servicing
Agreements"), including, without limitation, reviewing the qualifications of
financial institutions wishing to be Service Organizations, assisting in the
execution and delivery of Servicing Agreements, reporting to the Company's Board
of Directors with respect to the amounts paid or payable by the Company from
time to time under the Servicing Agreements and the nature of the services
provided by Service Organizations, and maintaining appropriate records in
connection with such duties.
This Exhibit C may be executed in one or more counterparts and all
such counterparts will constitute one and the same instrument.
Witness the due execution hereof this 4th day of June, 2001.
EXCELSIOR FUNDS, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President and Treasurer
U.S. TRUST COMPANY
By: /s/ W. Xxxxxxx Xxxxx
----------------------------------
Name: W. Xxxxxxx Xxxxx
Title: President and CEO
C-2
