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EXHIBIT (n)
EXCELSIOR FUNDS, INC.
(the "Company")
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3 FOR OPERATION OF
A MULTI-CLASS SYSTEM
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I. INTRODUCTION
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On February 23, 1995, the Securities and Exchange Commission (the
"Commission") adopted Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act"), which permits the creation and operation of a
multi-class distribution structure without the need to obtain an exemptive order
under Section 18 of the 1940 Act. Rule 18f-3, which became effective on April 3,
1995, requires an investment company to file with the Commission a written plan
specifying all of the differences among classes, including the various services
offered to shareholders, different distribution arrangements for each class,
methods for allocating expenses relating to those differences and any conversion
features or exchange privileges. On May 19, 1995, the Board of Directors of the
Company initially authorized the Company to operate a multi-class distribution
structure in compliance with Rule 18f-3. This Plan is amended and restated
effective as of November 16, 2000.
II. ATTRIBUTES OF CLASSES
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A. Generally
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The Company is authorized to offer two classes of shares - Shares and
Institutional Shares - in each of the Money, Government Money, Managed Income,
International Fund, Treasury Money, Small Cap, Energy and Natural Resources,
Latin America, Pacific/Asia, Pan European, and Short-Term Government Securities
Funds; the Company is authorized to offer three classes of shares - Shares,
Institutional Shares and Advisor Shares in each of the Blended Equity, Value and
Restructuring and Intermediate-Term Managed Income Funds; and the Company is
authorized to offer two classes of shares - Shares and Advisor Shares in the
Large Cap Growth Fund (each, a "Fund" and, collectively, the "Funds"). The Real
Estate, Emerging Markets, Technology and Biotechnology Funds are authorized to
issue one class of shares - Shares.
In general, shares of each class shall initially be identical except for
different expense variables (which will result in different total returns for
each class), certain related rights and certain shareholder services. More
particularly, the Shares, Institutional Shares and Advisor Shares of a Fund
shall represent interests in the same portfolio of investments of the Fund, and
shall be identical in all respects, except for: (a) the impact of (i) expenses
assessed to a class pursuant to an Administrative Services Plan ("Services
Plan") adopted for that class, and (ii) any other incremental expenses
identified from time to time that should be properly allocated to one class so
long as any changes in expense allocations are reviewed and approved by a vote
of the
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Board of Directors, including a majority of the non-interested directors; (b)
the fact that each class shall vote separately on any matter submitted to
shareholders that pertains to (i) the Services Plan adopted for that class or
(ii) any class expense borne by that class; (c) the exchange privileges of each
class of shares; (d) the designation of each class of shares of the Fund; and
(e) any different shareholder services relating to a class of shares.
B. Shareholder Servicing Arrangements
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1. Shares
Shares of a Fund shall initially be available for purchase directly
by individuals or by institutions. Shares of a Fund shall be offered without a
sales charge.
Shares of a Fund shall initially be subject to a fee payable to
United States Trust Company of New York, U.S. Trust Company, their affiliates
and correspondent banks, and other institutions (collectively, "Shareholder
Organizations") pursuant to the Services Plan adopted for that class which shall
not initially exceed .40% (on an annual basis), except for the Technology Fund
which shall not initially exceed .25% (on an annual basis), of the average daily
net asset value of a Fund's Shares held by customers of such Shareholder
Organizations.
Shareholder services provided under the Services Plan adopted for the
class may include: (i) assisting in processing purchase, exchange and redemption
requests; (ii) transmitting and receiving funds in connection with customer
orders to purchase, exchange or redeem shares; and (iii) providing periodic
statements.
2. Institutional Shares
Institutional Shares of a Fund shall initially be available for
purchase directly by institutions. Institutional Shares of a Fund shall be
offered without a sales charge.
Institutional Shares of a Fund shall initially be subject to a fee
payable to Shareholder Organizations pursuant to the Services Plan adopted for
that class which shall not initially exceed .15% (on an annual basis) of the
average daily net asset value of the Fund's Institutional Shares held by
customers of such Shareholder Organizations.
Shareholder services provided under the Services Plan adopted for the
class may include (i) assisting in processing purchase, exchange and redemption
requests; (ii) transmitting and receiving funds in connection with customer
orders to purchase, exchange or redeem shares; and (iii) providing periodic
statements.
3. Advisor Shares
Advisor Shares of a Fund shall initially be available for purchase by
financial intermediaries, such as financial planners and investment advisers, to
participants in employer-sponsored contribution plans and to investors
maintaining certain qualified accounts at financial
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institutions and certain other institutional investors. Advisor Shares of a Fund
shall be offered without a sales charge.
Advisor Shares of a Fund shall initially be subject to a fee payable
to Shareholder Organizations pursuant to the Services Plan adopted for that
class which shall not initially exceed .25% (on an annual basis) of the average
daily net asset value of the Fund's Advisor Shares held by customers of such
Shareholder Organizations.
Shareholder services provided under the Services Plan adopted for the
class may include (i) assisting in processing purchase, exchange and redemption
requests; (ii) transmitting and receiving funds in connection with customer
orders to purchase, exchange or redeem shares; and (iii) providing periodic
statements.
C. Distribution Arrangements
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Advisor Shares of each Fund shall not be subject to a sales charge but
shall be subject to a fee payable pursuant to the Distribution Plan adopted for
that class which shall not initially exceed .25% (on an annual basis) of the
average daily net asset value of the Fund's outstanding Advisor Shares. Payments
under the Distribution Plan will be used to compensate the Company's distributor
for its services which are intended to result in the sale of Advisor Shares.
D. Shareholder Services
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1. Exchange Privileges
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a. Shares
Investors shall initially be permitted to exchange, without an
exchange fee imposed by the Company, their Shares in a Fund for: (i) Shares of
another investment portfolio offered by the Company; (ii) Shares of any
investment portfolio offered by Excelsior Tax-Exempt Funds, Inc.; and (iii)
Shares of any investment portfolio offered by Excelsior Institutional Trust,
provided that such other shares may legally be sold in the state of the
investor's residence.
b. Institutional Shares
Holders of Institutional Shares generally shall initially be permitted
to exchange, without an exchange fee imposed by the Company, their Institutional
Shares in a Fund for Institutional Shares of any investment portfolio offered by
Excelsior Institutional Trust, provided that such other shares may legally be
sold in the state of the investor's residence.
c. Advisor Shares
Holders of Advisor Shares generally shall initially be permitted to
exchange, without an exchange fee imposed by the Company, their Advisor Shares
in a Fund for Shares of the Blended Equity, Large Cap Growth, Value and
Restructuring and Intermediate-Term
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Managed Income Funds provided that such other shares may legally be sold in the
state of the investor's residence.
2. Retirement Plans
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a. Shares, Institutional Shares and Advisor Shares
The Company generally shall initially make Shares, Institutional
Shares and Advisor Shares available for purchase by investors in connection with
the following tax-deferred prototype retirement plans: (i) IRAs (including
"rollovers" from existing retirement plans) for individuals and their spouses;
(ii) profit-sharing and money-purchase plans for corporations and self-employed
individuals and their partners to benefit themselves and their employees; and
(iii) Keogh plans for self-employed individuals.
3. Automatic Investment Program
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a. Shares
The Company shall initially offer an automatic investment program
whereby, in general, an investor may arrange to have Shares purchased
automatically by authorizing the Company's transfer agent to withdraw funds from
the investor's bank account.
4. Systematic Withdrawal Plan
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a. Shares
The Company shall initially offer a systematic withdrawal plan
whereby, in general, an investor may arrange to have Shares redeemed
automatically.
E. Methodology for Allocating Expenses Between Classes
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Class-specific expenses of a Fund shall be allocated to the specific
class of shares of the Fund. Non-class-specific expenses of a Fund shall be
allocated in accordance with paragraph (c) of Rule 18f-3.
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