-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ms48yjzz58V2BN94yhBy5c/bAT5ZPr07+Kb+krroXyCJ9VejuvgsvG83u/OkBJ7I Ha64DpYdGt7VwdG2COI/xw== 0000950134-06-008791.txt : 20060504 0000950134-06-008791.hdr.sgml : 20060504 20060504170359 ACCESSION NUMBER: 0000950134-06-008791 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 EFFECTIVENESS DATE: 20060504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXCELSIOR FUNDS INC CENTRAL INDEX KEY: 0000751200 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04088 FILM NUMBER: 06809291 BUSINESS ADDRESS: STREET 1: 73 TREMONT STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 73 TREMONT ST STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXCELSIOR TAX EXEMPT FUNDS INC CENTRAL INDEX KEY: 0000752322 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04101 FILM NUMBER: 06809292 BUSINESS ADDRESS: STREET 1: 73 TREMONT ST 8TH FLOOR STREET 2: FINANCIAL REPORTING CITY: BOSTON STATE: MA ZIP: 02108-3913 BUSINESS PHONE: 6175578868 MAIL ADDRESS: STREET 1: 73 TREMONT ST STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02108 FORMER COMPANY: FORMER CONFORMED NAME: UST MASTER TAX EXEMPT FUNDS INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXCELSIOR FUNDS TRUST CENTRAL INDEX KEY: 0000922447 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08490 FILM NUMBER: 06809293 BUSINESS ADDRESS: STREET 1: 114 WEST 47TH ST STREET 2: 6 STREET JAMES AVENUE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 6174230800 MAIL ADDRESS: STREET 1: 114 WEST 47TH ST STREET 2: 6 ST JAMES AVE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: EXCELSIOR INSTITUTIONAL TRUST DATE OF NAME CHANGE: 19940429 0000751200 S000004578 Money Fund C000012522 Shares UTMXX C000012523 Institutional Shares EXIXX 0000751200 S000004579 Small Cap Fund C000012524 Shares UMLCX C000012525 Retirement Shares URLCX 0000751200 S000004580 Energy and Natural Resources Fund C000012526 Shares UMESX 0000751200 S000004581 Pacific/Asia Fund C000012527 Shares USPAX 0000751200 S000004582 Large Cap Growth Fund C000012528 Shares UMLGX C000012529 Retirement Shares URLGX 0000751200 S000004583 Real Estate Fund C000012530 Shares UMREX 0000751200 S000004584 Emerging Markets Fund C000012531 Shares UMEMX C000012532 Institutional Shares EXEMX 0000751200 S000004585 Government Money Fund C000012533 Shares UTGXX 0000751200 S000004586 Blended Equity Fund C000012534 Shares UMEQX 0000751200 S000004587 Core Bond Fund C000012535 Shares UMMGX C000012536 Institutional Shares EXCBX C000030330 Retirement Shares URMGX 0000751200 S000004588 International Fund C000012537 Shares UMINX 0000751200 S000004589 Treasury Money Fund C000012538 Shares UTTXX 0000751200 S000004590 Short-Term Government Securities Fund C000012539 Shares UMGVX 0000751200 S000004591 Intermediate-Term Bond Fund C000012540 Shares UIMIX 0000751200 S000004592 Value & Restructuring Fund C000012541 Shares UMBIX C000012542 Institutional Shares EXBIX C000012543 Retirement Shares URBIX 0000752322 S000004613 Tax-Exempt Money Fund C000012582 Shares USSXX 0000752322 S000004614 Intermediate-Term Tax-Exempt Fund C000012583 Shares UMITX 0000752322 S000004615 Long-Term Tax-Exempt Fund C000012584 Shares UMLTX 0000752322 S000004616 New York Intermediate-Term Tax-Exempt Fund C000012585 Shares UMNYX 0000752322 S000004617 Short-Term Tax-Exempt Securities Fund C000012586 Shares USSSX 0000752322 S000004618 California Short-Intermediate Tax-Exempt Income Fund C000012587 Shares UMCAX 0000752322 S000004619 New York Tax-Exempt Money Fund C000012588 Shares UTNXX 0000922447 S000004597 Income Fund C000012559 Institutional Shares EXINX 0000922447 S000004598 Total Return Bond Fund C000012560 Institutional Shares EXTBX 0000922447 S000004599 International Equity Fund C000012561 Institutional Shares EXIIX 0000922447 S000004600 Mid Cap Value & Restructuring Fund C000012562 Shares UMVEX C000012563 Institutional Shares EXVAX C000012564 Retirement Shares URVEX 0000922447 S000004601 High Yield Fund C000012565 Shares UMHYX C000012566 Institutional Shares EXHYX 0000922447 S000004602 Equity Income Fund C000012567 Shares UMEIX C000012568 Retirement Shares UREIX 0000922447 S000004603 Equity Core Fund C000012569 Shares UMECX C000012570 Institutional Shares EXECX DEFA14A 1 f19314bdefa14a.txt DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-12
EXCELSIOR FUNDS, INC. EXCELSIOR FUNDS TRUST EXCELSIOR TAX-EXEMPT FUNDS, INC. (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (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): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ [ ] Fee paid previously with preliminary materials. [ ] 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: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ D.F. KING & CO., INC. TELEPHONE SCRIPT FOR INBOUND CALLS EXCELSIOR FUNDS 1. ABOUT THE PROPOSAL: THERE IS ONE PROPOSAL ON THE PROXY - ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. Shareholders are being asked to approve a proposal to elect ten members to the Board of Directors, six from the current board of directors, plus four new nominees, all of whom are experienced mutual fund directors. THE BOARD OF DIRECTORS OF THE EXCELSIOR FUNDS IS RECOMMENDING THAT SHAREHOLDERS VOTE FOR ALL TEN NOMINEES. WHY SHAREHOLDERS ARE BEING ASKED TO ELECT BOARD NOMINEES Certain changes have been made to the way the Excelsior Funds' advisers and administrator provide administrative and other non-advisory services to the Excelsior Funds. As a result, the Excelsior Funds and the Laudus Funds, a separate group of mutual funds in the Schwab mutual fund complex, now share certain complex-wide administrative, compliance, marketing and other functions. To complement these changes, it has been proposed that a single group of Directors, composed of six current members of the Excelsior Funds Board, plus four new nominees, three of whom are currently directors of the Laudus Funds, jointly oversee the two fund families. It is anticipated that the new unified Board will strengthen the oversight provided on behalf of fund shareholders and that the unification of the board structure may result in certain long-term cost and operating efficiencies. THE BOARD OF DIRECTORS OF THE EXCELSIOR FUNDS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL TEN NOMINEES. NOTE: IF CALLER IS A US TRUST CLIENT: UNDER NO CIRCUMSTANCES SHOULD THE CALLER BE OFFERED THE OPTION OF CASTING THEIR VOTE OVER THE PHONE. 2. CONFIRM RECEIPT OF PROXY MATERIALS: ASK THEM: Whether they received the proxy materials sent out in April 2006, or whether they need a new copy of the materials. -1- IF they indicate they need a new copy -- then ask them if they are a US Trust client (if they haven't identified themselves as a US Trust client). a. FOR US TRUST CLIENTS: IF THEY IDENTIFY THEMSELVES AS A US TRUST CLIENT, AND PROXY MATERIALS WERE NOT RECEIVED OR A NEW COPY IS REQUESTED: TELL THEM: Please contact your relationship manager at US Trust to request an additional copy of proxy materials and they will be able to assist you. IF THEY IDENTIFY THEMSELVES AS A US TRUST CLIENT, AND PROXY MATERIALS WERE RECEIVED, DO NOT OFFER TO TAKE THEIR VOTE OVER THE PHONE. TELL THEM: For your convenience, you can cast your vote by mail, internet, or touch-tone telephone by following the instructions on your proxy card. b. FOR ALL OTHERS (NON-US TRUST CLIENTS): CONFIRM RECEIPT OF PROXY MATERIALS. ASK THEM: Whether they received the proxy materials sent out in April 2006, or whether they need a new copy of the materials? IF PROXY MATERIALS WERE NOT RECEIVED OR A NEW COPY IS REQUESTED: TELL THEM: I can resend the proxy materials to you. You should receive them within 3 to 5 business days. IF SHAREHOLDER DESIRES RE-MAILING: Verify address and make any changes. TELL THEM: The new package will be mailed out in the next 24 hours and you should receive it within 3-5 business days. 3. IF PROXY MATERIALS WERE RECEIVED, EXPLAIN THE VOTING PROCESS: TELL THEM: For your convenience, you can cast your vote by mail, internet, or touch - tone telephone by following the instructions on your proxy card, or I can record your vote over the telephone. Would you like me to record your vote over the telephone right now? IF YES -- Do you have any questions before we proceed? -2- If shareholder asks how to vote via the internet, the website is www.proxyweb.com -- he/she will need the control number from his/her proxy card. If shareholder asks how to vote via touchtone telephone, the telephone number is 1-888-221-0697 -- he/she will need the control number from his/her proxy card. Take time to answer all questions carefully. Do not give advice. Remind the shareholder that his/her Board members have recommended that he/she vote FOR ALL TEN NOMINEES. Most questions can be addressed by referring to the proxy statement and reading the appropriate sections or by referring to the Q&A that accompanied the proxy statement. a. IF SHAREHOLDER INDICATES THEY WANT TO PLACE THEIR VOTE WITH THE DF KING REPRESENTATIVE: TELL THEM: Here is how we will proceed. For your protection, the call will be recorded. I will ask you for the following pieces of information for verification purposes: IF SHAREHOLDER IS A NATURAL PERSON: your name, your address, and ONLY the last 4 digits of your social security number. IF SHAREHOLDER IS AN ENTITY: your name and title, the entity's address, the entity's Tax Identification Number and whether you are authorized to vote the shares. I will then take your vote. After voting, you will be mailed a letter confirming your votes, which will tell you how to make any changes, if you wish. Do you feel comfortable placing your vote with me over the phone? IF NO -- Do you have any questions that I may answer about this proxy for you? Take time to answer all questions carefully. Do not give advice. Remind the shareholder that his/her Board members have recommended that he/she vote in favor of the proposal. Most questions can be addressed by referring to the proxy statement and reading the appropriate sections or by referring to the Q&A that accompanied the proxy statement. TELL THEM: At your earliest convenience, please vote by signing and dating the proxy card you received, and returning it in the envelope provided. You can also submit your vote by going on-line to www.proxyweb.com or by calling 1-888-221-0697. The only thing you will need is the control number on your proxy card. No matter how many shares you own, your vote is important. Are you sure that you do not want to take advantage of voting your shares right now over the telephone? -3- b. IF SHAREHOLDER DOES NOT WISH TO VOTE OVER THE PHONE: Politely end the call and encourage the shareholder to use one of the other methods he/she can use to cast his/her vote. IF YES -- Are you ready? 4. BEGIN THE VOTE First, I'll reintroduce myself. My name is __________, from D.F. King & Co., Inc. and I am acting on behalf of the (EXCELSIOR FUND NAME). Today's date is __________ and the time is __________. IF SHAREHOLDER IS A NATURAL PERSON, may I please have your full name? May I please have your full address? May I have only the last 4 digits of your social security number? IF SHAREHOLDER IS AN ENTITY, may I please have your full name and title? May I please have the entity's address? Can you confirm that you are authorized to direct the voting of these (EXCELSIOR FUND NAME) shares? May I have your entity's Tax Identification Number? Note: Input the last 4 digits of the SSN. You may NOT proceed without this information. If the shareholder refuses to give this information, explain that it is for security purposes only, to assure that only the proper person can vote the shares. However, if the shareholder continues to resist, you have no choice but to politely end the call and remind him/her of the other methods he/she can use to cast his/her vote. 5. ACTUAL VOTING: The Excelsior Funds Board of Directors recommends that you vote FOR ALL NOMINEES as outlined in the proxy statement. Would you like to vote FOR ALL NOMINEES, withhold your vote for all Nominees or vote for all Nominees except those indicated by you? For the proposal, the valid responses are F = For all nominees A = Withhold all nominees B = For all nominees except ______(identify nominee by their number on the proxy card) 6. CLOSING: -4- I have recorded your votes as follows. You have voted all of your shares of the (EXCELSIOR FUND NAME) __________. Is that correct? As your voting agent, I will execute a written proxy in accordance with your instructions and forward it onto the (EXCELSIOR FUND NAME). In the next 72 hours, we will mail you a letter by first class mail confirming your vote. If you wish to change your vote for any reason or your vote was recorded incorrectly, please call us at the phone number listed in the letter by no later than 10:00 PM on June 27th. Thank you for your time. 7. OTHER FAQs: If Shareholder has questions about their account -- refer them to their financial institution or if they are US Trust clients, to their relationship manager at US Trust. -5-
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