EXCELSIOR FUNDS INC
N-30D, 1996-06-11
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<PAGE>
 
 
                    [LOGO OF EXCELSIOR FUNDS APPEARS HERE] 
 
 
                            FIXED INCOME PORTFOLIOS
 
 
                                 ANNUAL REPORT
 
                                 MARCH 31, 1996
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
LETTER TO SHAREHOLDERS....................................................    1
ADVISER'S FIXED INCOME MARKET REVIEW......................................    2
ADVISER'S INVESTMENT REVIEWS
 Short-Term Government Securities Fund....................................    3
 Intermediate-Term Managed Income Fund....................................    4
 Managed Income Fund......................................................    5
STATEMENTS OF ASSETS AND LIABILITIES......................................    6
STATEMENTS OF OPERATIONS..................................................    8
STATEMENTS OF CHANGES IN NET ASSETS.......................................    9
FINANCIAL HIGHLIGHTS--SELECTED PER SHARE DATA AND RATIOS..................   10
PORTFOLIOS OF INVESTMENTS
 Treasury Money Fund......................................................   12
 Government Money Fund....................................................   13
 Money Fund...............................................................   14
 Short-Term Government Securities Fund....................................   15
 Intermediate-Term Managed Income Fund....................................   16
 Managed Income Fund......................................................   17
NOTES TO FINANCIAL STATEMENTS.............................................   18
INDEPENDENT AUDITORS' REPORT..............................................   26
</TABLE>
 
For shareholder account information, current price and yield quotations, or to
make an initial purchase or obtain a prospectus, call the appropriate telephone
number listed below:
 
 . INITIAL PURCHASE AND PROSPECTUS INFORMATION AND SHAREHOLDER SERVICES 1-800-
446-1012
 . CURRENT PRICE AND YIELD INFORMATION 1-800-233-9180
 
This report must be preceded or accompanied by a current prospectus.
 
Prospectuses containing more complete information including charges and
expenses regarding Excelsior Funds, Inc. and Excelsior Tax-Exempt Funds, Inc.
may be obtained by contacting the Funds at 1-800-446-1012.
 
Investors should read the current prospectus carefully prior to investing or
sending money.
 
Excelsior Funds, Inc. and Excelsior Tax-Exempt Funds, Inc. are sponsored and
distributed by Edgewood Services, Inc.
 
You may write to Excelsior Funds, Inc. and Excelsior Tax-Exempt Funds, Inc. at
the following address:
 
    EXCELSIOR FUNDS, INC.
    C/O CHASE GLOBAL FUNDS SERVICES COMPANY
    P.O. BOX 2798
    BOSTON, MA 02208-2798
 
SHARES IN THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, UNITED STATES TRUST COMPANY OF NEW YORK, ITS PARENT AND AFFILIATES
AND SHARES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. INVESTMENTS IN THE FUNDS INVOLVE
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. FUND SHARES ARE NOT
INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
<PAGE>
 
                            LETTER TO SHAREHOLDERS
 
- -------------------------------------------------------------------------------
 
Dear Shareholder:
 
  I am pleased to present the Annual Report for the Excelsior Funds, Inc. and
Excelsior Tax-Exempt Funds, Inc. for the fiscal year ended March 31, 1996.
There were several exciting developments during this tenth anniversary year
for the funds.
 
  On January 1, 1996 the funds changed their name from UST Master Funds to
Excelsior Funds. This was done to more clearly differentiate our funds in the
marketplace and to make the funds more attractive to other financial
institutions through which we seek to distribute them. At the same time, the
funds entered alliances with a new distributor, Edgewood Services, and another
fund company, Excelsior Institutional Trust. These strategic alliances have
expanded our fund family's product offerings to reach new markets and have
enabled the funds to consolidate service providers, thereby reducing certain
operating expenses of the funds. These cost savings are being passed on to
shareholders.
 
  The extended Excelsior Funds Family now consists of thirteen domestic
equity, five international, ten fixed-income, and five money market funds
totalling $4.2 billion in assets. These funds have been designed to provide a
comprehensive range of investment options and offer investors, both individual
and institutional, an opportunity to allocate holdings in accordance with
their specific investment objectives.
 
  Excelsior Fund shareholders are serviced by a dedicated team of
professionals. We recognize the importance of excellent customer service and
are committed to meeting investor needs in a responsible and efficient manner.
We appreciate your participation in the funds during our first decade of
operation and look forward to serving you in the years to come.
 
                                          (ART)
                                          Alfred C. Tannachion
                                          Chairman of the Board and President
 
                                       1
<PAGE>
 
                             EXCELSIOR FUNDS, INC.
                       (FORMERLY UST MASTER FUNDS, INC.)
                     ADVISER'S FIXED INCOME MARKET REVIEW
 
- --------------------------------------------------------------------------------
 
  Fiscal 1996 proved an uneven year for the fixed-income markets. During the
fiscal first quarter, the markets marched higher--Employment, income and
consumer spending all slowed. A higher-than-desired inventory buildup applied
a brake to economic growth. Inflation moved higher, but was interpreted by the
Federal Reserve as more cyclical than secular and no reason to hike rates. In
fact, the market was way ahead of the Fed in moving rates lower. The municipal
bond market did not match the interest rate declines of the Treasury market,
however, due to tax reform proposals which, if enacted, would threaten the tax
advantages of municipal securities.
 
  Fiscal second quarter bond market performance, though mildly positive, was
actually quite volatile as investors waited nervously for each release of
economic data for an indication of what the Federal Reserve might do with
interest rates. Fortunately, economic data confirmed that the economy was
slowing to a more non-inflationary pace. Once the Treasury auctions were
placed, the market rallied. The municipal market behaved similarly, ending
basically unchanged, though yields on short-term municipals declined more than
those of longer-maturity issues, due largely to speculation regarding the
various flat tax proposals in Congress.
 
  For the third fiscal quarter, yields continued to drop as expectations for
moderate economic growth and weak inflation permeated the market. A drastic
change in the dollar/yen exchange rate policy by the Bank of Japan helped
lower U.S. interest rates. In addition, consumer spending and borrowing were
adversely impacted by a wave of corporate "downsizing." Relatively high
inventory levels slowed production during the fall. Moreover, retail sales
were disappointing during the important Christmas season, and the
manufacturing sector was soft as well. As for the municipal market, it behaved
in like fashion as investors put aside fears of a flat tax and focused on
weakness in the economy and moderate inflation expectations.
 
  The fiscal fourth quarter saw a return to volatility, and yields finished up
across the board. At the start of the quarter, continued subdued inflation,
harsh winter weather, the government shutdown, and other factors all
contributed to the sluggish economic picture. Consensus expectations called
for the Federal Reserve to ease but a number of negative factors emerged.
First, it became clear that the balanced budget wasn't going to happen. Second
came Fed Chairman Greenspan's Humphrey Hawkins testimony that the latest Fed
easing was only "insurance" as he saw a strengthening in the economy. And
third, hedge funds and speculators began to sell 5-year Treasuries. The fixed
income markets sold off in January and February as a consequence. Even then,
results weren't disastrous. All of this changed, however, and any talk of
further Fed easing ceased, with the release of higher-than-expected non-farm
payroll numbers in late February. The market took the news hard, though a
rebound on somewhat ambiguous economic data moved it up toward quarter end.
Municipal issues outperformed Treasuries during the quarter--especially
shorter maturities. The rise and eventual demise of flat-tax speculation did
not appear to be a major factor; municipal outperformance was due,
essentially, to the relative lack of supply.
 
                                       2
<PAGE>
 
                             EXCELSIOR FUNDS, INC.
                       (FORMERLY UST MASTER FUNDS, INC.)
       ADVISER'S INVESTMENT REVIEW SHORT-TERM GOVERNMENT SECURITIES FUND
 
- -------------------------------------------------------------------------------
 
  Short-term interest rates moved lower during this reporting period. Signs of
slower economic growth prompted the Federal Reserve to lower the federal funds
rate three times between the first week of July and the end of January. The
Fund achieved a 7.27%* investment return for its fiscal year ended March 31,
1996. The Lipper Short U.S. Government Funds** category's average total return
excluding sales charge was 6.88% for the same period. The portfolio was
composed of federal government and agency securities that had an average
maturity of two years. We will continue to actively manage the portfolio in a
manner consistent with the Fund's investment objective to seek a high level of
current income consistent with stability of principal.

                           [LINE GRAPH APPEARS HERE]
                ---------------------------------------------
                     Sort-Term Government Securities Fund+
                ---------------------------------------------
                Average Annual Total Returns Ended on 3/31/96 
                     Reflects Maximum Sales Charge of 4.5%
                ---------------------------------------------
                      1 year               Since Inception
                                             (12/31/92)
                ---------------------------------------------
                       2.51%                     3.26%
                ---------------------------------------------
              SHORT TERM      SHORT TERM       LEHMAN
              GOVERNMENT      GOVERNMENT      BROTHERS
              SEC. FUND       SEC. FUND       1-3 YEAR
              REFLECTS        EXCLUSIVE       GOVERNMENT
              MAX.SALES       OF SALES          BOND
              CHARGE           CHARGE          INDEX
             -----------     ----------      ----------
12/31/92        9,550          10,000          10,000
 3/31/93        9,712          10,170          10,220
 6/30/93        9,808          10,270          10,330
 9/30/93        9,935          10,404          10,470
12/31/93        9,962          10,432          10,540
 3/31/94        9,918          10,385          10,490
 6/30/94        9,952          10,421          10,490
 9/30/94       10,054          10,528          10,590
12/31/94       10,069          10,543          10,590
 3/31/95       10,344          10,832          10,950
 9/30/95       10,848          11,360          11,460
 3/31/96       11,096          11,619          11,790


PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURNS
AND PRINCIPAL VALUES WILL VARY AND SHARES MAY BE WORTH MORE OR LESS AT
REDEMPTION THAN THEIR ORIGINAL COST.
 
  The above illustration compares a $10,000 investment made in Short-Term
Government Securities Fund on 12/31/92 (inception date) to a $10,000
investment made in the Lehman Brothers 1-3 Year Government Bond Index on that
date. All dividends and capital gain distributions are reinvested.
 
  The Fund's performance takes into account fees and expenses. The Lehman
Brothers 1-3 Year Government Bond Index is an unmanaged total return
performance benchmark composed of U.S. Government agencies and U.S. Treasury
securities with maturities of one to three years. The Index does not take into
account charges, fees and other expenses. Further information relating to Fund
performance is contained in the Financial Highlights section of the Prospectus
and elsewhere in this report.
- -------
  * Total return represents the change during the period in a hypothetical
    account with dividends reinvested, without taking into account the maximum
    initial sales charge.
 ** Source: Lipper Analytical Services, Inc.--Lipper is an independent mutual
    fund performance monitor.
*** Source: Lehman Brothers.
 + The Fund is currently waving certain fees. Had the Fund not waived fees,
   returns would have been lower. This voluntary waiver may be modified or
   terminated at any time.
 
                                       3
<PAGE>
 
                             EXCELSIOR FUNDS, INC.
                       (FORMERLY UST MASTER FUNDS, INC.)
                          ADVISER'S INVESTMENT REVIEW
                     INTERMEDIATE-TERM MANAGED INCOME FUND
 
- -------------------------------------------------------------------------------
 
  Economic growth and inflation remained moderate during the fiscal year ended
March 31, 1996. These developments enabled the Federal Reserve to lower the
federal funds rate three times between the first week of July and the end of
January. The Fed's monetary approach continues to be one of gradualism. The
Federal Open Market Committee voted to reduce the key federal funds rate by
twenty five basis points (one quarter of one percentage point) on July 6,
December 19, and January 31. We continued to maintain a Fund composed of prime
investment grade securities. For example, at the end of fiscal year 1996, U.S.
Government and Federal Agency securities represented approximately 76% of the
Fund's holdings. The balance of the portfolio was invested in investment-grade
corporate securities with an average quality rating of A+. The average
maturity of securities held was 7.9 years. The Fund recorded a return of
11.13%* for the fiscal year ended March 31, 1996, comparing favorably with the
Lipper Intermediate Investment Grade Fund** category's average total return
excluding sales charge of 9.74% for the same period. We will continue to
actively manage the portfolio utilizing high investment grade securities that
fall within the Fund's maturity guidelines.

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN INTERMEDIATE-TERM MANAGED
   INCOME FUND AND THE LEHMAN BROTHERS INTERMEDIATE GOVT/CORP BOND INDEX***

                           [LINE GRAPH APPEARS HERE]
                ---------------------------------------------
                     Intermediate-Term Manage Income Fund+
                ---------------------------------------------
                Average Annual Total Returns Ended on 3/31/96 
                     Reflects Maximum Sales Charge of 4.5%
                ---------------------------------------------
                      1 year               Since Inception
                                             (12/31/92)
                ---------------------------------------------
                       6.10%                     4.73%
                ---------------------------------------------

<TABLE> 
<CAPTION> 
             Intermediate-Term      Intermediate-Term      Lehman Brothers
            Managed Income Fund    Managed Income Fund       Intermediate
            (reflects maximum        (exclusive of            Govt/Corp
               sales charge)         sales charge)           Bond Index***
<S>               <C>                    <C>                   <C>
12/31/92           9,550                 10,000                10,000
 3/31/93           9,918                 10,386                10,400
 6/30/93          10,153                 10,632                10,620
 9/30/93          10,419                 10,910                10,860
12/31/93          10,355                 10,844                10,880
 3/31/94           9,963                 10,433                10,660
 6/30/94           9,921                 10,389                10,590
 9/30/94           9,940                 10,409                10,680
12/31/94           9,971                 10,441                10,670
 3/31/95          10,456                 10,949                11,140
 9/30/95          11,393                 11,930                11,880
 3/31/96          11,620                 12,167                12,220
</TABLE> 

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURNS
AND PRINCIPAL VALUES WILL VARY AND SHARES MAY BE WORTH MORE OR LESS AT
REDEMPTION THAN THEIR ORIGINAL COST.
 
  The above illustration compares a $10,000 investment made in Intermediate-
Term Managed Income Fund on 12/31/92 (inception date) to a $10,000 investment
made in the Lehman Brothers Intermediate Govt/Corp Bond Index on that date.
All dividends and capital gain distributions are reinvested.
 
  The Fund's performance takes into account fees and expenses. The Lehman
Brothers Intermediate Govt/Corp Bond Index is an unmanaged total return
performance benchmark composed of U.S. Government agencies and U.S. Treasury
securities and investment grade corporate debt, selected as representative of
the market with maturities of one to ten years. The Index does not take into
account charges, fees and other expenses. Further information relating to Fund
performance is contained in the Financial Highlights section of the Prospectus
and elsewhere in this report.
- -------
  * Total return represents the change during the period in a hypothetical
    account with dividends reinvested, without taking into account the maximum
    initial sales charge.
 ** Source: Lipper Analytical Services, Inc.--Lipper is an independent mutual
    fund performance monitor.
***Source: Lehman Brothers.
 + The Fund is currently waving certain fees. Had the Fund not waived fees,
   returns would have been lower. This voluntary waiver may be modified or
   terminated at any time.
 
                                       4

<PAGE>
 
                             EXCELSIOR FUNDS, INC.
                       (FORMERLY UST MASTER FUNDS, INC.)
                ADVISER'S INVESTMENT REVIEW MANAGED INCOME FUND
 
- -------------------------------------------------------------------------------
 
  Economic growth and inflation remained moderate during the fiscal year ended
March 31, 1996. The Federal Reserve, staying with its policy of gradualism,
lowered interest rates by twenty five basis points three times during this
reporting period. Additional favorable factors helping to lower interest rates
included sizable purchases of U.S. securities by foreign central banks and
consumer concern with corporate downsizing (layoffs) and high levels of
indebtedness. High investment grade quality and very marketable security
holdings remained key characteristics of this Fund. At fiscal year end,
federal government and agency obligations represented about 75% of the
portfolio's assets. The balance was invested in high-quality investment grade
issues. The average life of the securities owned was 11 years. The Fund
achieved a 11.86%* investment return during this fiscal year. The Lipper
Corporate Debt Funds BBB Rated** category's average total return excluding
sales charge was 11.72% for the same period. The Fund will continue to be
actively managed utilizing high investment grade securities.

                           [LINE GRAPH APPEARS HERE]

                 --------------------------------------------
                              Managed Incom Fund+
                 --------------------------------------------
                 Average Annual Total Return Ended on 3/31/96
                     Reflects Maximum Sales Charge of 4.5%
                 --------------------------------------------
                 1 year  5 years   10 years   Since Inception
                  6.77%   7.63%     9.57%         10.27%
                 --------------------------------------------
<TABLE> 
<CAPTION> 
                    MANAGED    MANAGED   LEHMAN BROS.    
                    INCOME     INCOME    GOVT/CORP       
                     FUND       FUND     BOND INDEX***   
          <S>       <C>        <C>       <C> 
          01/09/86    9,550     10,000     10,000        
          03/31/86   10,399     10,893     10,850        
          03/31/87   12,319     12,904     11,730        
          03/31/88   13,206     13,833     12,250        
          03/31/89   14,154     14,826     12,860        
          03/31/90   15,856     16,609     14,370        
          03/31/91   17,975     18,829     16,160        
          03/31/92   19,837     20,780     18,000        
          03/31/93   22,960     24,050     20,580        
          03/31/94   23,357     24,466     21,140        
          03/31/95   24,305     24,559     22,110        
          03/31/96   27,186     28,478     24,540         
</TABLE> 

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURNS
AND PRINCIPAL VALUES WILL VARY AND SHARES MAY BE WORTH MORE OR LESS AT
REDEMPTION THAN THEIR ORIGINAL COST.
 
  The above illustration compares a $10,000 investment made in Managed Income
Fund on 1/9/86 (inception date) to a $10,000 investment made in the Lehman
Brothers Govt/Corp Bond Index on that date. For comparative purposes, the
value of the Index on 12/31/85 is used as the beginning value on 1/9/86. All
dividends and capital gain distributions are reinvested.
 
  The Fund's performance takes into account fees and expenses. The Lehman
Brothers Govt/Corp Bond Index is an unmanaged total return performance
benchmark comprised of U.S. Government agencies and U.S. Treasury securities
and investment grade corporate debt, selected as representative of the market.
The Index does not take into account charges, fees and other expenses. Further
information relating to Fund performance is contained in the Financial
Highlights section of the Prospectus and elsewhere in this report.
- -------
  * Total return represents the change during the period in a hypothetical
    account with dividends reinvested, without taking into account the maximum
    initial sales charge.
 ** Source: Lipper Analytical Services, Inc.--Lipper is an independent mutual
    fund performance monitor.
***Source: Lehman Brothers.
 + The fund is currently waiving certain fees. Had the Fund not waived fees,
   returns would have been lower. This voluntary waiver may be modified or
   terminated at any time.
 
                                       5
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
STATEMENTS OF ASSETS AND LIABILITIES
AS OF MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                                               INTERMEDIATE-
                                                                   SHORT-TERM      TERM
                              TREASURY    GOVERNMENT               GOVERNMENT     MANAGED      MANAGED
                               MONEY        MONEY        MONEY     SECURITIES     INCOME       INCOME
                                FUND         FUND         FUND        FUND         FUND         FUND
                            ------------ ------------ ------------ ----------- ------------- -----------
  <S>                       <C>          <C>          <C>          <C>         <C>           <C>
  ASSETS:
   Investments, at cost--
    see accompanying
    portfolios............  $256,253,893 $461,825,938 $395,655,278 $24,601,431  $68,642,241  $88,989,417
                            ============ ============ ============ ===========  ===========  ===========
   Investments, at value*
    (Note 1)..............  $256,253,893 $461,825,938 $395,655,278 $24,719,884  $68,026,520  $88,415,283
   Cash...................       --           --           --               35          537      --
   Interest receivable....     2,913,025    1,474,541      573,726     464,038      953,333      869,891
   Receivable for fund
    shares sold...........       148,105          634       12,322      11,086       18,581       30,208
   Prepaid expenses.......         7,991       22,482       24,113       1,099        2,028        2,532
   Unamortized
    organization costs
    (Note 5)..............       --           --           --            7,347        7,347      --
                            ------------ ------------ ------------ -----------  -----------  -----------
   TOTAL ASSETS...........   259,323,014  463,323,595  396,265,439  25,203,489   69,008,346   89,317,914
  LIABILITIES:
   Payable for dividends
    declared..............       904,695    1,601,429    1,529,608     109,029      317,122      325,982
   Payable for fund shares
    redeemed..............        96,124        1,125      142,589     --             2,097        9,998
   Investment advisory
    fees payable (Note 2).        58,038       77,936       70,057       5,378       17,559       45,267
   Accrued expenses and
    other payables........        94,770      172,839      238,503      21,290       31,449       37,029
                            ------------ ------------ ------------ -----------  -----------  -----------
   TOTAL LIABILITIES......     1,153,627    1,853,329    1,980,757     135,697      368,227      418,276
                            ------------ ------------ ------------ -----------  -----------  -----------
  NET ASSETS..............  $258,169,387 $461,470,266 $394,284,682 $25,067,792  $68,640,119  $88,899,638
                            ============ ============ ============ ===========  ===========  ===========
</TABLE>
 
                       See Notes to Financial Statements
 
                                       6
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
STATEMENTS OF ASSETS AND LIABILITIES--(CONTINUED)
AS OF MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                                                        INTERMEDIATE-
                                                                           SHORT-TERM       TERM
                                   TREASURY     GOVERNMENT                 GOVERNMENT      MANAGED      MANAGED
                                    MONEY         MONEY         MONEY      SECURITIES      INCOME       INCOME
                                     FUND          FUND          FUND         FUND          FUND         FUND
                                 ------------  ------------  ------------  -----------  ------------- -----------
  <S>                            <C>           <C>           <C>           <C>          <C>           <C>
  NET ASSETS consist of:
   Undistributed/(distributions
    in excess of) net
    investment income .........  $        (55) $    --       $    --       $   --        $     6,520  $    67,767
   Accumulated net realized
    loss on investments........       (39,080)      (62,183)      (67,070)    (394,292)     (467,171)  (3,580,305)
   Unrealized appreciation
    /(depreciation) on
    investments................       --            --            --           118,453      (615,721)    (574,134)
   Par value (Note 4)..........       258,208       461,563       394,515        3,589         9,719       10,051
   Paid in capital in excess of
    par value..................   257,950,314   461,070,886   393,957,237   25,340,042    69,706,772   92,976,259
                                 ------------  ------------  ------------  -----------   -----------  -----------
  TOTAL NET ASSETS.............  $258,169,387  $461,470,266  $394,284,682  $25,067,792   $68,640,119  $88,899,638
                                 ============  ============  ============  ===========   ===========  ===========
  Shares of Common Stock
   Outstanding.................   258,208,424   461,562,874   394,515,540    3,589,100     9,718,927   10,050,920
  NET ASSET VALUE PER SHARE....         $1.00         $1.00         $1.00        $6.98         $7.06        $8.84
                                        =====         =====         =====        =====         =====        =====
</TABLE>
*  Includes repurchase agreements aggregating $13,387,835 for Government Money
   Fund and $8,835,594 for Money Fund.
 
                       See Notes to Financial Statements
 
                                       7
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1996
 
 
<TABLE>
<CAPTION>
                                                                                     INTERMEDIATE-
                                                                         SHORT-TERM      TERM
                                   TREASURY    GOVERNMENT                GOVERNMENT     MANAGED     MANAGED
                                     MONEY        MONEY        MONEY     SECURITIES     INCOME       INCOME
                                     FUND         FUND         FUND         FUND         FUND         FUND
                                  -----------  -----------  -----------  ----------  ------------- ----------
  <S>                             <C>          <C>          <C>          <C>         <C>           <C>
  INVESTMENT INCOME:
   Interest income.............   $12,426,426  $32,722,563  $35,839,547  $1,413,269   $4,020,314   $6,112,501
                                  -----------  -----------  -----------  ----------   ----------   ----------
  EXPENSES:
   Investment advisory fees
    (Note 2)...................       668,875    1,396,478    1,518,959      66,923      209,968      649,769
   Administration fees (Note
    2).........................       344,357      861,964      937,456      50,000       92,671      133,809
   Administrative service fees
    (Note 2)...................        46,887      172,980      227,463      20,504       24,893       47,693
   Shareholder servicing agent
    fees (Note 2)..............         8,906       19,283       47,049       7,572       19,558       38,386
   Custodian fees (Note 2).....       118,010      301,053      330,516       9,122       21,368       47,809
   Registration and filing
    fees.......................         8,098       11,334        2,525       8,026        8,940        9,974
   Legal and audit fees........        33,502      113,768       88,036       4,919       10,020       14,999
   Directors' fees and expenses
    (Note 2)...................         7,955       24,927       28,262         835        2,002        3,299
   Shareholder reports.........         6,015       15,665        9,404       4,207        9,802       15,771
   Amortization of organization
    costs (Note 5).............         9,770      --           --            4,187        4,187       --
   Miscellaneous expenses......         9,882       38,888       46,937       2,201        3,121        8,619
                                  -----------  -----------  -----------  ----------   ----------   ----------
   TOTAL EXPENSES..............     1,262,257    2,956,340    3,236,607     178,496      406,530      970,128
   Fees waived and reimbursed
    by investment adviser and
    administrators (Note 2)....       (46,887)    (172,980)    (227,463)    (41,640)     (24,893)    (134,353)
                                  -----------  -----------  -----------  ----------   ----------   ----------
   NET EXPENSES................     1,215,370    2,783,360    3,009,144     136,856      381,637      835,775
                                  -----------  -----------  -----------  ----------   ----------   ----------
  NET INVESTMENT INCOME........    11,211,056   29,939,203   32,830,403   1,276,413    3,638,677    5,276,726
                                  -----------  -----------  -----------  ----------   ----------   ----------
  REALIZED AND UNREALIZED
   GAIN/(LOSS) ON INVESTMENTS
   (NOTE 1):
   Net realized gain/(loss) on
    security transactions......       (20,652)      (1,327)     (32,344)     81,016    1,200,390    2,676,993
   Change in unrealized
    appreciation/(depreciation)
    on investments.............       --           --           --          167,006      742,513    1,730,132
                                  -----------  -----------  -----------  ----------   ----------   ----------
   NET REALIZED AND UNREALIZED
    GAIN/(LOSS) ON INVESTMENTS.       (20,652)      (1,327)     (32,344)    248,022    1,942,903    4,407,125
                                  -----------  -----------  -----------  ----------   ----------   ----------
   NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS..   $11,190,404  $29,937,876  $32,798,059  $1,524,435   $5,581,580   $9,683,851
                                  ===========  ===========  ===========  ==========   ==========   ==========
</TABLE>
 
 
                       See Notes to Financial Statements
 
                                       8
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                                         INTERMEDIATE-
                                                                            SHORT-TERM       TERM
                                  TREASURY     GOVERNMENT                   GOVERNMENT      MANAGED      MANAGED
                                   MONEY          MONEY          MONEY      SECURITIES      INCOME       INCOME
                                    FUND          FUND           FUND          FUND          FUND         FUND
                                ------------  -------------  -------------  -----------  ------------- -----------
  <S>                           <C>           <C>            <C>            <C>          <C>           <C>
  YEAR ENDED MARCH 31, 1996
  Net investment income.......  $ 11,211,056  $  29,939,203  $  32,830,403  $ 1,276,413   $ 3,638,677  $ 5,276,726
  Net realized gain/(loss) on
   investments................       (20,652)        (1,327)       (32,344)      81,016      1,200,390   2,676,993
  Change in unrealized
   appreciation/(depreciation)
   on investments during the
   year.......................      --             --             --            167,006       742,513    1,730,132
                                ------------  -------------  -------------  -----------   -----------  -----------
  Net increase in net assets
   resulting from operations..    11,190,404     29,937,876     32,798,059    1,524,435     5,581,580    9,683,851
  Distributions to
   shareholders:
   From net investment income.   (11,211,056)   (29,939,203)   (32,830,403)  (1,276,413)   (3,637,463)  (5,197,594)
  Increase/(decrease) in net
   assets from fund share
   transactions
   (Note 4)...................   61,257,657    (264,302,611)  (430,261,302)  (395,857)    18,767,554    (1,610,864)
                                ------------  -------------  -------------  -----------   -----------  -----------
  Net increase/(decrease) in
   net assets.................   61,237,005   (264,303,938)  (430,293,646)   (147,835)     20,711,671   2,875,393
  NET ASSETS:
   Beginning of year..........   196,932,382    725,774,204    824,578,328   25,215,627    47,928,448   86,024,245
                                ------------  -------------  -------------  -----------   -----------  -----------
   End of year (1)............  $258,169,387  $ 461,470,266  $ 394,284,682  $25,067,792   $68,640,119  $88,899,638
                                ============  =============  =============  ===========   ===========  ===========
  YEAR ENDED MARCH 31, 1995
  Net investment income.......  $  9,821,059  $  32,245,731  $  35,659,456  $ 1,220,767   $ 2,552,625  $ 6,138,543
  Net realized gain/(loss) on
   investments................         3,816        (49,433)       (20,821)    (419,685)     (789,710)  (3,676,167)
  Change in unrealized
   appreciation/(depreciation)
   on investments during the
   year.......................      --             --             --            248,742       322,607      590,805
                                ------------  -------------  -------------  -----------   -----------  -----------
  Net increase in net assets
   resulting from operations..     9,824,875     32,196,298     35,638,635    1,049,824     2,085,522    3,053,181
  Distributions to
   shareholders:
   From net investment income.    (9,821,059)   (32,245,731)   (35,674,223)  (1,220,767)   (2,547,450)  (6,113,843)
   In excess of net investment
    income....................      --             --             --                --        --           (11,365)
   In excess of net realized
    gain on investments.......      --             --             --                --        (70,815)         --
  Increase/(decrease) in net
   assets from fund share
   transactions (Note 4)......   (57,754,795)  (309,084,614)    88,536,475      153,493     5,897,045  (21,806,779)
                                ------------  -------------  -------------  -----------   -----------  -----------
  Net increase/(decrease) in
   net assets.................   (57,750,979)  (309,134,047)    88,500,887      (17,450)    5,364,302  (24,878,806)
  NET ASSETS:
   Beginning of year..........   254,683,361  1,034,908,251    736,077,441   25,233,077    42,564,146  110,903,051
                                ------------  -------------  -------------  -----------   -----------  -----------
   End of year (2)............  $196,932,382  $ 725,774,204  $ 824,578,328  $25,215,627   $47,928,448  $86,024,245
                                ============  =============  =============  ===========   ===========  ===========
</TABLE>
(1) Including undistributed/(distributions in excess of) net investment income
    of $(55) for Treasury Money Fund, $6,520 for Intermediate-Term Managed
    Income Fund and $67,767 for Managed Income Fund.
(2) Including undistributed/(distributions in excess of) net investment income
    of $(55) for Treasury Money Fund, $5,306 for Intermediate-Term Managed
    Income Fund and $(11,365) for Managed Income Fund.

                       See Notes to Financial Statements
 
                                       9
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
FINANCIAL HIGHLIGHTS -- SELECTED PER SHARE DATA AND RATIOS
 For a Fund share outstanding throughout each year.
 
<TABLE>
<CAPTION>
                                                                                      DISTRIBUTIONS
                           NET ASSET             NET REALIZED    TOTAL    DIVIDENDS     FROM NET
                            VALUE,      NET     AND UNREALIZED    FROM     FROM NET     REALIZED
                           BEGINNING INVESTMENT  GAIN/(LOSS)   INVESTMENT INVESTMENT     GAIN ON
                           OF PERIOD   INCOME   ON INVESTMENTS OPERATIONS   INCOME     INVESTMENTS
                           --------- ---------- -------------- ---------- ----------  -------------
  <S>                      <C>       <C>        <C>            <C>        <C>         <C>           
  TREASURY MONEY FUND -- (2/13/91*)
   Year Ended March 31,
   1992...................   $1.00    $0.04731     $0.00036     $0.04767  $(0.04731)    $(0.00011)
   1993...................    1.00     0.02987      0.00000      0.02987   (0.02987)     (0.00030)
   1994...................    1.00     0.02590      0.00000      0.02590   (0.02590)      0.00000
   1995...................    1.00     0.04165      0.00000      0.04165   (0.04165)      0.00000
   1996...................    1.00     0.05043      0.00000      0.05043   (0.05043)      0.00000
  GOVERNMENT MONEY FUND -- (5/8/85*)
   Year Ended March 31,
   1992...................   $1.00    $0.05069     $0.00002     $0.05071  $(0.05069)    $(0.00005)
   1993...................    1.00     0.03205      0.00000      0.03205   (0.03205)      0.00000
   1994...................    1.00     0.02736      0.00000      0.02736   (0.02736)      0.00000
   1995...................    1.00     0.04397      0.00000      0.04397   (0.04397)      0.00000
   1996...................    1.00     0.05296      0.00000      0.05296   (0.05296)      0.00000
  MONEY FUND -- (5/3/85*)
   Year Ended March 31,
   1992...................   $1.00    $0.05165     $0.00017     $0.05182  $(0.05165)    $(0.00019)
   1993...................    1.00     0.03234      0.00000      0.03234   (0.03234)      0.00000
   1994...................    1.00     0.02780      0.00000      0.02780   (0.02780)      0.00000
   1995...................    1.00     0.04494      0.00002      0.04496   (0.04496)      0.00000
   1996...................    1.00     0.05336      0.00000      0.05336   (0.05336)      0.00000
  SHORT-TERM GOVERNMENT SECURITIES FUND -- (12/31/92*)
   Year Ended March 31,
   1993...................   $7.00    $   0.06     $   0.06     $   0.12  $   (0.06)    $    0.00
   1994...................    7.06        0.24        (0.09)        0.15      (0.24)        (0.02)
   1995...................    6.93        0.33        (0.04)        0.29      (0.33)         0.00
   1996...................    6.89        0.40         0.09         0.49      (0.40)         0.00
  INTERMEDIATE-TERM MANAGED INCOME FUND -- (12/31/92*)
   Year Ended March 31,
   1993...................   $7.00    $   0.08     $   0.19     $   0.27  $   (0.08)    $    0.00
   1994...................    7.19        0.31        (0.27)        0.04      (0.31)         0.00
   1995...................    6.83        0.39        (0.07)        0.32      (0.39)         0.00
   1996...................    6.75        0.43         0.31         0.74      (0.43)         0.00
  MANAGED INCOME FUND -- (1/9/86*)
   Year Ended March 31,
   1992...................   $9.12    $   0.65     $   0.27     $   0.92  $   (0.65)    $   (0.24)
   1993...................    9.15        0.58         0.79         1.37      (0.58)        (0.30)
   1994...................    9.64        0.47        (0.26)        0.21      (0.47)        (0.31)
   1995...................    8.57        0.51        (0.18)        0.33      (0.51)         0.00
   1996...................    8.39        0.55         0.44         0.99      (0.54)         0.00
</TABLE>
 * Commencement of operations.
** Annualized.
 + Expense ratios before waiver of fees and reimbursement of expenses (if any)
   by investment adviser and administrators.
++ Total return data does not reflect sales load payable on purchase of Fund
   shares.

                       See Notes to Financial Statements
 
                                       10
<PAGE>
 
 
 
 
<TABLE>
<CAPTION>
                                                                RATIO OF   RATIO OF    RATIO OF
  DISTRIBUTIONS                                                   NET        GROSS       NET
  IN EXCESS OF                  NET ASSET          NET ASSETS, OPERATING   OPERATING  INVESTMENT
  NET REALIZED                   VALUE,                END      EXPENSES   EXPENSES     INCOME   PORTFOLIO   FEE
     GAIN ON          TOTAL        END     TOTAL    OF PERIOD  TO AVERAGE TO AVERAGE  TO AVERAGE TURNOVER  WAIVERS
   INVESTMENTS    DISTRIBUTIONS OF PERIOD RETURN++   (000'S)   NET ASSETS NET ASSETS+ NET ASSETS   RATE    (NOTE 2)
  -------------   ------------- --------- -------- ----------- ---------- ----------- ---------- --------- --------
  <S>             <C>           <C>       <C>      <C>         <C>        <C>         <C>        <C>       <C>
     $ 0.00         $(0.04742)    $1.00     4.85%  $  172,293    0.52%       0.57%       4.60%      --     $0.00048
       0.00          (0.03017)     1.00     3.06%     227,794    0.58%       0.58%       2.97%      --      0.00000
       0.00          (0.02590)     1.00     2.62%     254,683    0.58%       0.58%       2.59%      --      0.00001
       0.00          (0.04165)     1.00     4.25%     196,932    0.55%       0.57%       4.09%      --      0.00019
       0.00          (0.05043)     1.00     5.16%     258,169    0.55%       0.57%       5.03%      --      0.00021

     $ 0.00         $(0.05074)    $1.00     5.09%  $  740,689    0.50%       0.50%       5.09%      --     $0.00000
       0.00          (0.03205)     1.00     3.20%     710,491    0.50%       0.50%       3.20%      --      0.00000
       0.00          (0.02736)     1.00     2.77%   1,034,908    0.50%       0.50%       2.74%      --      0.00003
       0.00          (0.04397)     1.00     4.49%     725,774    0.50%       0.53%       4.38%      --      0.00024
       0.00          (0.05296)     1.00     5.43%     461,470    0.50%       0.53%       5.36%      --      0.00031

     $ 0.00         $(0.05184)    $1.00     5.19%  $  574,274    0.51%       0.51%       5.11%      --     $0.00000
       0.00          (0.03234)     1.00     3.25%     784,016    0.51%       0.51%       3.21%      --      0.00000
       0.00          (0.02780)     1.00     2.82%     736,077    0.51%       0.51%       2.78%      --      0.00002
       0.00          (0.04496)     1.00     4.59%     824,578    0.49%       0.52%       4.49%      --      0.00026
       0.00          (0.05336)     1.00     5.47%     394,285    0.50%       0.53%       5.40%      --      0.00037

     $ 0.00         $   (0.06)    $7.06     1.70%  $   13,367    0.62%**     0.82%**     3.62%**    93%**  $   0.00
      (0.02)            (0.28)     6.93     2.12%      25,233    0.62%       0.65%       3.42%     267%        0.00
       0.00             (0.33)     6.89     4.30%      25,216    0.61%       0.67%       4.80%     198%        0.00
       0.00             (0.40)     6.98     7.27%      25,068    0.61%       0.80%       5.72%      77%        0.01

     $ 0.00         $   (0.08)    $7.19     3.86%  $   19,478    0.72%**     0.98%**     4.69%**    66%**  $   0.01
      (0.09)            (0.40)     6.83     0.45%      42,564    0.69%       0.69%       4.31%     385%        0.00
      (0.01)            (0.40)     6.75     4.95%      47,928    0.66%       0.68%       5.91%     682%        0.00
       0.00             (0.43)     7.06    11.13%      68,640    0.64%       0.68%       6.06%     129%        0.00

     $ 0.00         $   (0.89)    $9.15    10.36%  $   99,956    1.05%       1.05%       6.97%     369%    $   0.00
       0.00             (0.88)     9.64    15.74%     110,620    0.89%       1.04%       6.19%     455%        0.02
      (0.50)            (1.28)     8.57     1.73%     110,903    0.90%       1.06%       4.89%     459%        0.02
       0.00             (0.51)     8.39     4.06%      86,024    1.00%       1.12%       6.09%     492%        0.01
       0.00             (0.54)     8.84    11.86%      88,900    0.96%       1.12%       6.09%     165%        0.01
</TABLE>

                       See Notes to Financial Statements
 
                                       11
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
PORTFOLIO OF INVESTMENTS MARCH 31, 1996
TREASURY MONEY FUND
 
 
 
 
<TABLE>
<CAPTION>
  PRINCIPAL                                         DISCOUNT      VALUE
   AMOUNT                                             RATE       (NOTE 1)
  ---------                                         --------   ------------
 <C>         <S>                                    <C>        <C>          
 U.S. GOVERNMENT & AGENCY OBLIGATIONS -- 96.74%
             Federal Farm Credit Bank
 $25,000,000 02/13/97............................     5.19%+++ $ 24,987,384
             Federal Home Loan Bank
  11,000,000 04/16/96............................     5.27       10,975,846
  15,000,000 06/12/96............................     5.16       14,845,200
             U.S. Treasury Bills
  91,000,000 04/18/96............................     5.13       90,779,720
  10,000,000 05/02/95............................     5.22        9,955,093
             U.S. Treasury Notes
  25,000,000 04/15/96............................     9.38#      25,038,382
  48,000,000 04/30/96............................     5.50#      48,008,375
  25,000,000 06/30/96............................     7.88#      25,149,689
                                                               ------------
             TOTAL U.S. GOVERNMENT
             & AGENCY OBLIGATIONS
             (Cost $249,739,689).................               249,739,689
                                                               ------------
</TABLE>
<TABLE>
<CAPTION>
                                                                   VALUE
  SHARES                                                          (NOTE 1)
  ------                                                        ------------
 <C>       <S>                                          <C>     <C>          
 OTHER SHORT-TERM INVESTMENTS -- 2.52%
 4,519,783 Dreyfus Government Cash Management Fund...           $  4,519,783
 1,994,421 Fidelity U.S. Treasury Income Fund........              1,994,421
                                                                ------------
           TOTAL OTHER SHORT-TERM INVESTMENTS
           (Cost $6,514,204).........................              6,514,204
                                                                ------------
 TOTAL INVESTMENTS
 (Cost $256,253,893*).................................   99.26% $256,253,893
 OTHER ASSETS & LIABILITIES (NET).....................    0.74     1,915,494
                                                        ------  ------------
 NET ASSETS...........................................  100.00% $258,169,387
                                                        ======  ============
</TABLE>
- --------
* For Federal tax purposes, the tax basis of investments aggregates
  $256,257,830.
# Coupon Rate.
+++ Variable or floating rate securities--rate disclosed is as of March 31,
    1996.

                       See Notes to Financial Statements
 
                                       12
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
PORTFOLIO OF INVESTMENTS MARCH 31, 1996
GOVERNMENT MONEY FUND
 
 
 
 
 
<TABLE>
<CAPTION>
  PRINCIPAL                                             DISCOUNT      VALUE
    AMOUNT                                                RATE       (NOTE 1)
  ---------                                             --------   ------------
 <C>          <S>                                       <C>        <C>
 U.S. GOVERNMENT & AGENCY OBLIGATIONS -- 97.18%
              Federal Farm Credit Bank
 $100,000,000 02/13/97...............................     5.19%+++ $ 99,949,537
              Federal Home Loan Bank
   50,000,000 04/03/96...............................     5.30       49,985,278
   35,000,000 06/12/96...............................     5.16       34,638,800
              Federal Home Loan Mortgage Corporation
   25,000,000 05/16/96...............................     5.24       24,836,250
   36,905,000 05/28/96...............................     5.18       36,602,318
              Federal National Mortgage Association
   44,000,000 04/11/96...............................     5.23       43,936,078
   45,000,000 04/24/96...............................     5.18       44,851,139
              Student Loan Marketing Association
   35,000,000 07/11/96...............................     5.42+++    35,000,000
   18,270,000 07/19/96...............................     5.27+++    18,264,677
   24,000,000 08/08/96...............................     5.32+++    23,995,288
              Tennessee Valley Authority
   36,500,000 04/24/96...............................     5.20       36,378,738
                                                                   ------------
              TOTAL U.S. GOVERNMENT & AGENCY
              OBLIGATIONS
              (Cost $448,438,103)....................               448,438,103
                                                                   ------------
</TABLE>
<TABLE>
<CAPTION>
  PRINCIPAL                                                           VALUE     
    AMOUNT                                                           (NOTE 1)   
  ---------                                                        ------------ 
 <C>          <S>                                       <C>        <C>          
 REPURCHASE AGREEMENT -- 2.90%                                                  
                                                                                
 $ 13,387,835 Agreement with Dillon Read & Co.,                                 
              5.35%, dated 3/29/96, due 4/01/96                                 
              to be repurchased at $13,393,812,                                 
              collateralized by $7,235,003                                      
              Federal National Mortgage                                         
              Association, 7.00%, due 10/02/00,                                 
              valued at $7,235,799, $7,379,704                                  
              U.S. Treasury Strips, due                                         
              11/15/03, valued at $4,569,512                                    
              and $3,429,392 U.S. Treasury                                      
              Strips, due 5/15/05, valued at                                    
              $1,905,027                                                        
              (Cost $13,387,835)...............                    $ 13,387,835 
                                                                   ------------ 
 TOTAL INVESTMENTS                                                              
 (Cost $461,825,938*)...........................        100.08%    $461,825,938 
 OTHER ASSETS & LIABILITIES (NET)...............         (0.08)        (355,672)
                                                        ------     ------------ 
 NET ASSETS.....................................        100.00%    $461,470,266 
                                                        ======     ============  
</TABLE>
- --------
* Aggregate cost for Federal tax and book purposes.
+++ Variable or floating rate securities--rate disclosed is as of March 31,
    1996.

                       See Notes to Financial Statements
 
                                       13
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
PORTFOLIO OF INVESTMENTS MARCH 31, 1996
MONEY FUND
 
 
 
 
<TABLE>
<CAPTION>
  PRINCIPAL                                   DISCOUNT   MATURITY    VALUE    
   AMOUNT                                       RATE       DATE     (NOTE 1)  
  ---------                                   --------   -------- ------------
 <C>         <S>                              <C>        <C>      <C>          
 U.S. GOVERNMENT & AGENCY OBLIGATIONS --       25.33%                         
 $75,000,000 Federal Farm Credit                                              
             Bank....................           5.19%+++ 2/13/97  $ 74,962,153
  25,000,000 Federal National                                                 
             Mortgage Association....           5.30     4/24/96    24,915,347
                                                                  ------------
             TOTAL U.S. GOVERNMENT &                                          
             AGENCY OBLIGATIONS                                               
             (Cost $99,877,500)...............................      99,877,500
                                                                  ------------
 COMMERCIAL PAPER -- 64.27%                                                   
   5,350,000 Asset Securitization                                             
             Corp. ..................           5.30     5/14/96     5,316,131
  10,000,000 Asset Securitization                                             
             Corp ...................           5.40      5/6/96     9,947,500
  15,000,000 CIT Financial...........           5.17      5/3/96    14,931,067
  17,000,000 E.I. Du Pont de Nemours.           5.30     4/17/96    16,959,956
  17,000,000 Emerson Electric........           5.30     4/18/96    16,957,453
  15,000,000 Ford Motor Credit Corp..           5.16      5/3/96    14,931,200
  18,000,000 General Electric Capital                                         
             Corp. ..................           5.28     5/17/96    17,878,560
  17,000,000 Hewlett Packard.........           5.23     6/18/96    16,807,362
  17,000,000 IBM Corp. ..............           5.29     5/17/96    16,885,090
  17,000,000 Merrill Lynch & Co.,                                             
             Inc. ...................           5.25     6/28/96    16,781,833
  15,000,000 Met Life Funding........           5.24     6/13/96    14,840,617
  15,000,000 Monsanto Co. ...........           5.25     6/17/96    14,831,563
  15,000,000 Motorola, Inc. .........           5.33     4/25/96    14,946,700
  17,000,000 Shell Oil Co. ..........           5.28     5/24/96    16,867,852
  17,000,000 Southwestern Bell.......           5.28      6/6/96    16,835,440
  11,000,000 Stanley Works...........           5.29     5/29/96    10,906,249
  17,000,000 Xerox Corp. ............           5.25     6/20/96    16,801,667
                                                                  ------------
             TOTAL COMMERCIAL PAPER                                           
             (Cost $253,426,240)..............................     253,426,240
                                                                  ------------
 BANKERS ACCEPTANCE -- 3.94%                                                  
  15,650,000 Bank of Tokyo                                                    
             (Cost $15,515,944)......           5.41     5/28/96    15,515,944
                                                                  ------------
 CERTIFICATE OF DEPOSIT -- 4.57%                                              
  18,000,000 CIBC Australia                                                   
             (Cost $18,000,000)......           5.32#    6/10/96    18,000,000
                                                                  ------------ 
</TABLE>
<TABLE>
<CAPTION>
  PRINCIPAL                                                          VALUE
   AMOUNT                                                           (NOTE 1)
  ---------                                                       ------------
 <C>         <S>                                          <C>     <C>
 REPURCHASE AGREEMENT -- 2.24%
 $ 8,835,594 Agreement with Dillon Read & Co., 5.35%,
             dated 3/29/96, due 4/01/96 to be
             repurchased at $8,839,533, collateralized
             by $4,774,898 Federal National Mortgage
             Association, 7.00%, due 10/02/00, valued
             at $4,775,424, $4,870,396 U.S. Treasury
             Strips, due 11/15/03, valued at
             $3,105,749, and $2,263,302 U.S. Treasury
             Strips, due 5/15/05, valued at $1,257,264
             (Cost $8,835,594).........................           $  8,835,594
                                                                  ------------
 TOTAL INVESTMENTS
 (Cost $395,655,278*)...................................  100.35% $395,655,278
 OTHER ASSETS & LIABILITIES (NET).......................   (0.35)   (1,370,596)
                                                          ------  ------------
 NET ASSETS.............................................  100.00% $394,284,682
                                                          ======  ============
</TABLE>
- --------
* For Federal tax purposes, the tax basis of investments aggregate
  $395,657,722.
# Coupon Rate.
+++ Variable or floating rate securities--rate disclosed is as of March 31,
    1996.
                       See Notes to Financial Statements
 
                                       14
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
PORTFOLIO OF INVESTMENTS MARCH 31, 1996
SHORT-TERM GOVERNMENT SECURITIES FUND
 
 
 
 
<TABLE>
<CAPTION>
 PRINCIPAL                                                    COUPON    VALUE   
   AMOUNT                                                      RATE   (NOTE 1)  
 ---------                                                    ------ -----------
 <C>         <S>                                              <C>    <C>         
 U.S. GOVERNMENT & AGENCY OBLIGATIONS --                        97.44%          
             Federal Home Loan Bank                                             
  $1,000,000 03/28/97................                          5.58% $   999,750
             Private Export Funding                                             
     320,000 03/15/01................                          5.50      309,628
             Student Loan Marketing                                             
             Association                                                        
   1,200,000 03/03/98................                          7.00    1,224,851
             U.S. Treasury Notes                                                
   4,500,000 04/30/96................                          5.50    4,501,404
   2,500,000 09/30/96................                          6.50    2,514,842
   2,500,000 08/15/97................                          6.50    2,529,687
   2,250,000 11/15/97................                          7.38    2,305,546
     700,000 11/30/97................                          5.38      695,843
   1,000,000 05/15/98................                          6.13    1,006,562
   2,000,000 02/15/99................                          5.00    1,953,750
     415,000 10/31/99................                          7.50      434,064
     870,000 01/31/00................                          7.75      919,209
   1,740,000 05/31/00................                          6.25    1,750,330
     790,000 07/31/00................                          6.13      790,987
     420,000 09/30/00................                          6.13      420,394
   2,100,000 10/31/00................                          5.75    2,069,813
                                                                     -----------
             TOTAL U.S. GOVERNMENT &                                            
             AGENCY OBLIGATIONS                                                 
             (Cost $24,308,207)......                                 24,426,660
                                                                     ----------- 
</TABLE>
<TABLE>
<CAPTION>
                                                                        VALUE
 SHARES                                                               (NOTE 1)
 ------                                                              -----------
 <C>     <S>                                                 <C>     <C>
 OTHER SHORT-TERM INVESTMENTS -- 1.17%
 182,000 Fidelity U.S. Treasury II Fund....................          $   182,000
 111,224 Dreyfus Government Cash Management Fund...........              111,224
                                                                     -----------
         TOTAL OTHER SHORT-TERM INVESTMENTS
         (Cost $293,224)...................................              293,224
                                                                     -----------
 TOTAL INVESTMENTS
 (Cost 24,601,431*).........................................  98.61% $24,719,884
 OTHER ASSETS & LIABILITIES (NET)...........................   1.39      347,908
                                                             ------  -----------
 NET ASSETS................................................. 100.00% $25,067,792
                                                             ======  ===========
</TABLE>
- --------
* For Federal tax purposes, the tax basis of investments aggregates
 $24,602,434.

                       See Notes to Financial Statements
 
                                      15
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
PORTFOLIO OF INVESTMENTS MARCH 31, 1996
INTERMEDIATE-TERM MANAGED INCOME FUND
 
 
 
 
<TABLE>
<CAPTION>
  PRINCIPAL                                       COUPON   MATURITY    VALUE
   AMOUNT                                          RATE      DATE    (NOTE 1)
  ---------                                       ------   -------- -----------
 <C>         <S>                                  <C>      <C>      <C>
 U.S. GOVERNMENT & AGENCY OBLIGATIONS -- 75.42%
 $ 4,000,000 Federal Home Loan Bank.............   5.25%+   4/01/96 $ 4,000,000
      76,407 Federal Home Loan Mortgage
             Corporation
             Pool #218374.......................  10.50     7/01/02      80,805
   2,000,000 Federal Home Loan Mortgage
             Corporation Series 16, Class PH....   6.75     4/25/21   1,952,740
   3,000,000 Federal National Mortgage
             Association........................   7.25     6/01/05   3,037,566
   5,000,000 Federal National Mortgage
             Association........................   7.43     8/03/05   5,029,335
             Government National Mortgage
             Association
     231,819 Pool #195801.......................   8.50     1/15/17     242,033
     291,308 Pool #195833.......................   8.50     4/15/17     304,143
     231,707 Pool #212760.......................   8.50     4/15/17     241,916
     129,522 Pool #334299.......................   8.00     5/15/23     132,476
   1,984,641 Pool #348190.......................   7.00     8/15/23   1,936,876
   4,448,157 Pool #366379.......................   6.50    12/15/23   4,221,559
   1,888,821 Pool #367412.......................   6.00    11/15/23   1,744,789
   2,750,000 U.S. Treasury Note.................   7.25     2/15/98   2,820,469
   3,500,000 U.S. Treasury Note.................   7.00     4/15/99   3,597,345
   4,000,000 U.S. Treasury Note.................   7.13     9/30/99   4,137,500
   2,000,000 U.S. Treasury Note.................   6.00    10/15/99   2,000,624
   4,000,000 U.S. Treasury Note.................   7.50    10/31/99   4,183,748
   2,500,000 U.S. Treasury Note.................   5.25     1/31/01   2,417,187
   4,400,000 U.S. Treasury Note.................   5.75     8/15/03   4,247,373
   5,734,000 U.S. Treasury Note.................   5.63     2/15/06   5,438,338
                                                                    -----------
             TOTAL U.S. GOVERNMENT &
             AGENCY OBLIGATIONS
             (Cost $52,043,772)..................................    51,766,822
                                                                    -----------
 CORPORATE BONDS -- 19.16%
   2,500,000 Anheuser-Busch Co., Inc. ..........   7.00     9/01/05   2,527,850
   3,000,000 Emerson Electric Co. ..............   6.30    11/01/05   2,921,943
   3,000,000 Ford Motor Credit..................   6.13     1/09/06   2,807,736
   3,000,000 Mellon Bank, N.A. .................   7.00     3/15/06   2,997,882
   2,000,000 Texas Instrument, Inc. ............   6.13     2/01/06   1,893,942
                                                                    -----------
             TOTAL CORPORATE BONDS
             (Cost $13,432,629)..................................    13,149,353
                                                                    -----------
 FOREIGN GOVERNMENT BOND -- 2.05%
   1,500,000 Province of Ontario (Cost
             $1,462,840)........................   6.00     2/21/06   1,407,345
                                                                    -----------
</TABLE>
<TABLE>
<CAPTION>
                                                                    VALUE
 SHARES                                                           (NOTE 1)
 ------                                                          -----------
 <C>     <S>                                             <C>     <C>         
 OTHER SHORT-TERM INVESTMENTS -- 2.48%
 916,050 Dreyfus Government Cash Management Fund.......          $   916,050
 786,950 Fidelity U.S. Treasury II Fund................              786,950
                                                                 ----------- 
         TOTAL OTHER SHORT-TERM INVESTMENTS
         (Cost $1,703,000).............................            1,703,000
                                                                 ----------- 
 TOTAL INVESTMENTS
  (Cost $68,642,241*)...................................  99.11% $68,026,520
 OTHER ASSETS & LIABILITIES (NET).......................   0.89      613,599
                                                         ------  -----------
 NET ASSETS............................................. 100.00% $68,640,119
                                                         ======  ===========
</TABLE>
- --------
* Aggregate cost for Federal tax and book purposes.
+ Discount Rate.
                        See Notes to Financial Statements

                                       16
<PAGE>
 
EXCELSIOR FUNDS, INC.
(FORMERLY UST MASTER FUNDS, INC.)
PORTFOLIO OF INVESTMENTS MARCH 31, 1996
MANAGED INCOME FUND
 
 
 
 
<TABLE>
<CAPTION>
  PRINCIPAL                                         COUPON MATURITY    VALUE
   AMOUNT                                            RATE    DATE    (NOTE 1)
 -----------                                        ------ -------- -----------
 <C>         <S>                                    <C>    <C>      <C>
 U.S. GOVERNMENT & AGENCY OBLIGATIONS -- 74.50%
             Government National
             Mortgage Association
 $ 2,976,961 Pool #348190........................    7.00%  8/15/23 $ 2,905,315
   9,452,105 Pool #366782........................    7.00   5/15/24   9,224,621
  13,812,182 Pool #376533........................    7.50   6/15/24  13,820,746
   7,626,936 Pool #385985........................    8.50  12/15/24   7,962,963
   1,000,000 Federal Home Loan Bank..............    5.25+  4/01/96   1,000,000
  10,500,000 U.S. Treasury Bond..................    7.25   5/15/16  10,969,213
   6,000,000 U.S. Treasury Bond..................    6.25   8/15/23   5,551,872
   5,000,000 U.S. Treasury Note..................    5.25   1/31/01   4,834,375
  10,500,000 U.S. Treasury Note..................    5.63   2/15/06   9,958,588
                                                                    -----------
             TOTAL U.S. GOVERNMENT &
             AGENCY OBLIGATIONS
             (Cost $66,627,782)...................................   66,227,693
                                                                    -----------
 CORPORATE BONDS -- 21.71%
   4,000,000 Central Illinois Public Service
             Co. ................................    7.50   7/01/07   4,121,928
   5,000,000 Ford Motor Credit...................    6.13   1/09/06   4,679,560
   4,000,000 Mellon Bank, N.A. ..................    7.00   3/15/06   3,997,176
   5,000,000 Republic NY Corp. ..................    7.00   3/22/11   4,971,200
   1,500,000 Wisconsin Electric Power Co. .......    7.25   8/01/04   1,534,916
                                                                    -----------
             TOTAL CORPORATE BONDS
             (Cost $19,404,833)...................................   19,304,780
                                                                    -----------
 FOREIGN GOVERNMENT BOND -- 2.11%
   2,000,000 Province of Ontario (Cost
             $1,950,452).........................    6.00   2/21/06   1,876,460
                                                                    -----------
</TABLE>
<TABLE>
<CAPTION>
                                                                       VALUE   
 SHARES                                                              (NOTE 1)  
 -------                                                            -----------
 <C>     <S>                                                <C>     <C>         
 OTHER SHORT-TERM INVESTMENTS -- 1.13%                                         
 409,450 Dreyfus Government Cash Management Fund......              $   409,450
 596,900 Fidelity U.S. Treasury II Fund...............                  596,900
                                                                    -----------
         TOTAL OTHER SHORT-TERM INVESTMENTS                                    
         (Cost $1,006,350)............................                1,006,350
                                                                    -----------
 TOTAL INVESTMENTS                                                             
 (Cost $88,989,417*)...................................      99.45% $88,415,283
 OTHER ASSETS & LIABILITIES (NET)......................       0.55      484,355
                                                            ------  -----------
 NET ASSETS............................................     100.00% $88,899,638
                                                            ======  =========== 
</TABLE>
- --------
* For Federal tax purposes, the tax basis of investments aggregates
  $89,279,160.
+ Discount Rate.
                       See Notes to Financial Statements
 
                                       17
<PAGE>
 
                             EXCELSIOR FUNDS, INC.
                       (FORMERLY UST MASTER FUNDS, INC.)
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. SIGNIFICANT ACCOUNTING POLICIES
 
  Excelsior Funds, Inc. ("Excelsior Fund") (formerly UST Master Funds, Inc.)
was incorporated under the laws of the State of Maryland on August 2, 1984 and
is registered under the Investment Company Act of 1940, as amended, as an
open-end management investment company.
 
  Excelsior Fund currently offers shares in twenty managed investment
portfolios, each having its own investment objectives and policies.
 
  The following is a summary of significant accounting policies for Treasury
Money Fund, Government Money Fund, Money Fund, Short-Term Government
Securities Fund, Intermediate-Term Managed Income Fund and Managed Income Fund
(the "Portfolios"). Such policies are in conformity with generally accepted
accounting principles for investment companies and are consistently followed
by Excelsior Fund in the preparation of the financial statements. Generally
accepted accounting principles require management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from these estimates. The financial
statements for the remaining portfolios of Excelsior Fund and Excelsior Tax-
Exempt Funds, Inc. ("Excelsior Tax-Exempt Fund") are presented separately.
 
  With regard to Treasury Money Fund, Government Money Fund and Money Fund, it
is Excelsior Fund's policy, to the extent possible, to maintain a continuous
net asset value per share of $1.00. Each of these Portfolios has adopted
certain investment portfolio, valuation and dividend distribution policies to
enable it to do so. However, there can be no assurance that the net asset
value per share of these Portfolios will not vary. The net asset values of the
shares in Short-Term Government Securities Fund, Intermediate-Term Managed
Income Fund and Managed Income Fund will fluctuate as the market values of
their portfolio securities change in response to changing market rates of
interest and other factors.
 
  (A) PORTFOLIO VALUATION:
 
    Treasury Money Fund, Government Money Fund and Money Fund: Securities are
  valued at amortized cost, which has been determined by the Fund's Board of
  Directors to represent the fair value of the Fund's investments. Amortized
  cost valuation involves valuing an instrument at its cost initially and,
  thereafter, assuming a constant amortization to maturity of any discount or
  premium.
 
    Short-Term Government Securities Fund, Intermediate-Term Managed Income
  Fund and Managed Income Fund: Investments in securities that are traded on
  a recognized stock exchange are valued at the last sale price on the
  exchange on which such securities are primarily traded or at the last sale
  price on the national securities market. Securities traded over-the-counter
  are valued each business day on the basis of closing over-the-counter bid
  prices. Securities for which there were no transactions are valued at the
  average of the most recent bid prices (as calculated by an independent
  pricing service (the "Service") based upon its evaluation of the market for
  such securities) when, in the judgement of the Service, quoted bid prices
  for securities are readily available and are representative of the bid side
  of the market. Short-term debt instruments with remaining maturities
 
                                      18
<PAGE>
 
  of 60 days or less are valued at amortized cost, which approximates market
  value. Securities and other assets for which market quotations are not
  readily available are valued at fair value pursuant to guidelines adopted
  by Excelsior Fund's Board of Directors.
 
    Portfolio securities held by Intermediate-Term Managed Income and Managed
  Income Funds which are primarily traded on foreign securities exchanges are
  generally valued at the preceding closing values of such securities on
  their respective exchanges, except that when an occurrence subsequent to
  the time a value was so established is likely to have changed such value,
  then the fair value of those securities will be determined by consideration
  of other factors under the direction of the Board of Directors. A security
  which is listed or traded on more than one exchange is valued at the
  quotation on the exchange determined to be the primary market for such
  security.
 
    Investment in foreign debt securities having maturities of 60 days or
  less are valued at amortized cost. All other foreign securities are valued
  at the last current bid quotation if market quotations are available, or at
  fair value as determined in accordance with policies established by the
  Board of Directors. For valuation purposes, quotations of foreign
  securities in foreign currency are converted to United States dollars
  equivalent at the prevailing market rate on the day of conversion.
 
  (B) SECURITY TRANSACTIONS AND INVESTMENT INCOME:
 
    Security transactions are recorded on a trade date basis. Realized gains
  and losses on investments sold are recorded on the basis of identified
  cost. Interest income, adjusted for amortization of premiums and, when
  appropriate, discounts on investments, is earned from settlement date and
  is recorded on the accrual basis.
 
  (C) REPURCHASE AGREEMENTS:
 
    Excelsior Fund may purchase portfolio securities from financial
  institutions deemed to be creditworthy by the investment adviser subject to
  the seller's agreement to repurchase and Excelsior Fund's agreement to
  resell such securities at mutually agreed upon prices. Securities purchased
  subject to such repurchase agreements are deposited with Excelsior Fund's
  custodian or sub-custodian or are maintained in the Federal
  Reserve/Treasury book-entry system and must have, at all times, an
  aggregate market value of not less than 102% of the repurchase price
  (including accrued interest).
 
    If the value of the underlying security, including accrued interest,
  falls below the value of 102% of the repurchase price plus accrued
  interest, Excelsior Fund will require the seller to deposit additional
  collateral by the next business day. Default or bankruptcy of the seller
  may, however, expose the applicable Portfolio of Excelsior Fund to possible
  delay in connection with the disposition of the underlying securities or
  loss to the extent that proceeds from a sale of the underlying securities
  were less than the repurchase price under the agreement.
 
  (D) DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
 
    Treasury Money Fund, Government Money Fund and Money Fund: Net investment
  income dividends are declared daily and paid monthly. Net realized capital
  gains, unless offset by any available capital loss carryforward, are
  distributed to shareholders annually or more frequently to maintain a net
  asset value of $1.00 per share.
 
                                      19
<PAGE>
 
    Short-Term Government Securities Fund, Intermediate-Term Managed Income
  Fund and Managed Income Fund: Dividends from net investment income are
  declared daily and paid monthly. Net realized capital gains, unless offset
  by any available capital loss carryforward, are distributed to shareholders
  at least annually.
 
    Dividends and distributions are determined in accordance with Federal
  income tax regulations which may differ from generally accepted accounting
  principles. These differences are primarily due to differing treatments for
  deferral of losses on wash sales and post-October losses.
 
    In order to avoid a Federal excise tax, each Portfolio is required to
  distribute certain minimum amounts of net realized capital gain and net
  investment income for the respective periods ending October 31 and December
  31 in each calendar year.
 
  (E) FEDERAL TAXES:
 
    It is the policy of Excelsior Fund that each Portfolio continue to
  qualify as a regulated investment company, if such qualification is in the
  best interest of the shareholders, by complying with the requirements of
  the Internal Revenue Code applicable to regulated investment companies, and
  by distributing substantially all of its taxable earnings to its
  shareholders.
 
    At March 31, 1996, the following Portfolios had approximate capital loss
  carryforwards for Federal tax purposes available to offset future net
  capital gains through the indicated expiration dates:
 
<TABLE>
<CAPTION>
                                         EXPIRATION DATE MARCH 31,
                                     ---------------------------------
                                      2001    2002      2003     2004    TOTAL
                                     ------- ------- ---------- ------ ---------
   <S>                               <C>     <C>     <C>        <C>    <C>
   Treasury Money Fund.............      --  $15,000        --  $4,000 $  19,000
   Government Money Fund...........  $12,000     --  $   48,000  1,000    61,000
   Money Fund......................   14,000     --      21,000 20,000    55,000
   Short-Term Government Securities
    Fund...........................      --      --     393,000    --    393,000
   Intermediate-Term Managed Income
    Fund...........................   20,000   2,000    467,000    --    489,000
   Managed Income Fund.............      --      --   3,291,000    --  3,291,000
</TABLE>
 
  To the extent that such carryforwards are utilized, no capital gain
  distributions will be made. During the year ended March 31, 1996, Short-
  Term Government Securities Fund, Intermediate-Term Managed Income Fund and
  Managed Income Fund utilized capital loss carryforwards for Federal tax
  purposes totaling approximately $51,000, $794,000 and $1,694,000,
  respectively.
 
    Net capital losses incurred after October 31 and within the taxable year
  are deemed to arise on the first business day of a Portfolio's next taxable
  year. Treasury Money Fund, Government Money Fund and Money Fund incurred,
  and elected to defer, net capital losses of approximately $17,000, $1,000
  and $9,000, respectively, for the year ended March 31, 1996.
 
                                      20
<PAGE>
 
    At March 31, 1996, aggregate gross unrealized appreciation/(depreciation)
  for all securities for which there was an excess of value over tax cost and
  aggregate gross unrealized depreciation for all securities in which there
  was an excess of tax cost over value were as follows:
 
<TABLE>
<CAPTION>
                                                                      NET
                                      TAX BASIS     TAX BASIS      UNREALIZED
                                      UNREALIZED    UNREALIZED   APPRECIATION/
                                     APPRECIATION (DEPRECIATION) (DEPRECIATION)
                                     ------------ -------------- --------------
   <S>                               <C>          <C>            <C>
   Treasury Money Fund..............   $    --     $    (3,937)    $  (3,937)
   Money Fund.......................        --          (2,444)       (2,444)
   Short-Term Government Securities
    Fund............................    224,217       (106,767)      117,450
   Intermediate-Term Managed Income
    Fund............................    684,225     (1,299,946)     (615,721)
   Managed Income Fund..............    909,100     (1,772,977)     (863,877)
</TABLE>
 
  (F) EXPENSE ALLOCATION:
 
    Expenses directly attributable to a Portfolio are charged to that
  Portfolio. Other expenses are allocated to the respective Portfolios based
  on average daily net assets.
 
2. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND RELATED PARTY TRANSACTIONS
 
  United States Trust Company of New York ("U.S. Trust") serves as the
investment adviser to the Fund. For the services provided pursuant to the
Investment Advisory Agreements, U.S. Trust is entitled to receive a fee,
computed daily and paid monthly, at the annual rates of .25% of the average
daily net assets of Government Money Fund and Money Fund, .30% of the average
daily net assets of Treasury Money Fund and Short-Term Government Securities
Fund, .35% of the average daily net assets of Intermediate-Term Managed Income
Fund and .75% of the average daily net assets of Managed Income Fund.
 
  Effective January 1, 1996, U.S. Trust, Chase Global Funds Services Company
("CGFSC"), a subsidiary of The Chase Manhattan Bank, N.A. (formerly, Mutual
Funds Service Company ("MFSC") which was a subsidiary of U.S. Trust), and
Federated Administrative Services (collectively, the "Administrators") provide
administrative services to Excelsior Fund. For the services provided to the
Portfolios, the Administrators are entitled jointly to annual fees, computed
daily and paid monthly, based on the combined aggregate average daily net
assets of Excelsior Fund (excluding Excelsior Fund's international equity
portfolios), Excelsior Tax-Exempt Fund and Excelsior Institutional Trust, all
of which are affiliated investment companies, as follows: .200% of the first
$200 million, .175% of the next $200 million, and .150% over $400 million.
Administration fees payable by each Portfolio of the three investment
companies are determined in proportion to the relative average daily net
assets of the respective Portfolios for the period paid. After such allocation
has been made, the Administrators are entitled jointly to an annual minimum
fee of $50,000 from Short-Term Government Securities Fund and Intermediate-
Term Managed Income Fund. From September 1, 1995 through December 31, 1995,
CGFSC and Federated Administrative Services served as administrators to
Excelsior Fund; from August 1, 1995 through August 31, 1995, MFSC and
Federated Administrative Services served as administrators to Excelsior Fund;
and prior to August 1, 1995, MFSC and Concord Holding Corporation served as
 
                                      21
<PAGE>
 
administrators to Excelsior Fund all under the same terms, conditions and fees
as stated above. For the period from April 1, 1995 through August 31, 1995,
administration fees charged by MFSC were as follows:
 
<TABLE>
     <S>                                                               <C>
     Treasury Money Fund.............................................. $128,402
     Government Money Fund............................................  463,545
     Money Fund.......................................................  527,695
     Short-Term Government Securities Fund............................   13,051
     Intermediate-Term Managed Income Fund............................   32,158
     Managed Income Fund..............................................   51,015
</TABLE>
 
  From time to time, as they may deem appropriate in their sole discretion, or
pursuant to applicable state expense limitations, U.S. Trust and the
Administrators may undertake to waive a portion or all of the fees payable to
them and also may reimburse the Portfolios for a portion of other expenses.
Until further notice to Excelsior Fund, U.S. Trust and/or the Administrators
intend to voluntarily waive fees and reimburse expenses to the extent
necessary for Short-Term Government Securities Fund and Intermediate-Term
Managed Income Fund to maintain an annual expense ratio of not more than .62%
and .72%, respectively. For the year ended March 31, 1996, U.S. Trust and the
Administrators voluntarily waived fees totalling $21,136 for Short-Term
Government Securities Fund.
 
  In addition, currently, U.S. Trust is voluntarily limiting its investment
advisory fee to .65% of the average daily net assets for Managed Income Fund.
For the year ended March 31, 1996, U.S. Trust waived investment advisory fees
totaling $86,660 for Managed Income Fund.
 
  Excelsior Fund has also entered into shareholder servicing agreements with
various service organizations (which may include affiliates of U.S. Trust)
requiring them to provide administrative support services to their customers
owning shares of the Portfolios. As a consideration for the administrative
services provided by each service organization to its customers, each
Portfolio will pay the service organizations an administrative service fee at
the annual rate of up to .40% of the average daily net asset value of its
shares held by the service organizations' customers. Such services may include
assisting in processing purchase, exchange and redemption requests;
transmitting and receiving funds in connection with customer orders to
purchase, exchange or redeem shares; and providing periodic statements. Until
further notice to Excelsior Fund, U.S. Trust and the Administrators have
voluntarily agreed to waive investment advisory and administration fees
payable by each Portfolio in an amount equal to the administrative service
fees payable by such Portfolio. For the year ended March 31, 1996, U.S. Trust
and the Administrators waived investment advisory and administration fees in
amounts equal to the administrative service fees for the Portfolios as set
forth below:
 
<TABLE>
<CAPTION>
                                                       U.S. TRUST ADMINISTRATORS
                                                       ---------- --------------
      <S>                                              <C>        <C>
      Treasury Money Fund.............................  $ 46,887      $  --
      Government Money Fund...........................   172,140         840
      Money Fund......................................   227,463         --
      Short-Term Government Securities Fund...........    20,410          94
      Intermediate-Term Managed Income Fund...........    22,783       2,110
      Managed Income Fund.............................    46,807         886
</TABLE>
 
  Effective August 1, 1995, Edgewood Services, Inc. (the "Distributor"), a
wholly-owned subsidiary of Federated Investors, replaced UST Distributors,
Inc. as the sponsor and distributor of Excelsior Fund.
 
                                      22
<PAGE>
 
Certain sales of Excelsior Fund's shares are subject to a maximum sales charge
of 4 1/2% of the offering price. Shares of each Portfolio are sold on a
continual basis by the Distributor.
 
  Each Director of Excelsior Fund receives an annual fee of $9,000, plus a
meeting fee of $1,500 for each meeting attended, and is reimbursed for
expenses incurred for attending meetings. The Chairman receives an additional
annual fee of $5,000. No person who is an officer, director or employee of
U.S. Trust or the Administrators, or of any parent or subsidiary thereof, who
serves as an officer, director or employee of Excelsior Fund receives any
compensation from Excelsior Fund.
 
  U.S. Trust serves as the shareholder servicing and dividend disbursing agent
to Excelsior Fund and effective September 1, 1995, CGFSC serves as sub-
shareholder servicing agent. Prior to September 1, 1995, MFSC served as the
sub-shareholder servicing agent. For the period from April 1, 1995 through
August 31, 1995, shareholder servicing fees charged by U.S. Trust and MFSC
were as follows:
 
<TABLE>
      <S>                                                               <C>
      Treasury Money Fund.............................................. $ 3,850
      Government Money Fund............................................   8,223
      Money Fund.......................................................  15,991
      Short-Term Government Securities Fund............................   2,453
      Intermediate-Term Managed Income Fund............................   7,570
      Managed Income Fund..............................................  15,439
</TABLE>
 
  Effective September 1, 1995, The Chase Manhattan Bank, N.A. ("Chase") serves
as custodian of Excelsior Fund's assets. Prior to September 1, 1995, U.S.
Trust served as the custodian of Excelsior Fund's assets. For the period from
April 1, 1995 through August 31, 1995, custody fees charged by U.S. Trust were
as follows:
 
<TABLE>
      <S>                                                              <C>
      Treasury Money Fund............................................. $ 46,293
      Government Money Fund...........................................  172,329
      Money Fund......................................................  193,819
      Short-Term Government Securities Fund...........................    4,729
      Intermediate-Term Managed Income Fund...........................    9,909
      Managed Income Fund.............................................   20,050
</TABLE>
 
3. PURCHASES AND SALES OF SECURITIES:
 
  Purchases and sales of securities, excluding short-term investments, for the
portfolios aggregated:
 
<TABLE>
<CAPTION>
                                                       PURCHASES      SALES
                                                      ------------ ------------
      <S>                                             <C>          <C>
      Short-Term Government Securities Fund.......... $ 15,402,760 $ 17,601,282
      Intermediate-Term Managed Income Fund..........   86,846,220   70,460,819
      Managed Income Fund............................  135,956,351  134,124,578
</TABLE>
 
4. COMMON STOCK:
 
  Excelsior Fund currently has authorized capital classified into forty
classes of shares, each representing interests in one of twenty separate
portfolios. Authorized capital for each Portfolio is as follows: with respect
to each of the Money and Government Money Funds, 1,500 million shares of
Common Stock and 1,000 million shares of Common Stock--Special Series 1; with
respect to the
 
                                      23
<PAGE>
 
Managed Income Fund, 375 million shares of Common Stock and 375 million shares
of Common Stock--Special Series 1; with respect to the Treasury Money Fund, 375
million shares of Common Stock and 500 million shares of Common Stock--Special
Series 1; and with respect to each of the Short-Term Government Securities and
Intermediate-Term Managed Income Funds, 500 million shares of Common Stock and
500 million shares of Common Stock--Special Series 1. At March 31, 1996, no
shares of Common Stock--Special Series 1 (Trust Shares) of any Fund were
outstanding.
 
  Each share (irrespective of series designation) has a par value of $.001 and
represents an equal proportionate interest in the particular Portfolio with
other shares of the same Portfolio, and is entitled to such dividends and
distributions of taxable earnings on the assets belonging to such Portfolio as
are declared at the discretion of Excelsior Fund's Board of Directors. Since
Treasury Money Fund, Government Money Fund and Money Fund have sold, reinvested
and redeemed shares only at a constant net asset value of $1.00 per share, the
number of shares represented by such sales, reinvestments and redemptions is
the same as the amounts shown below for such transactions.
 
<TABLE>
<CAPTION>
                                                    TREASURY MONEY FUND
                                              --------------------------------
                                                YEAR ENDED       YEAR ENDED
                                                 03/31/96         03/31/95
                                              ---------------  ---------------
<S>                                           <C>              <C>
Sold......................................... $ 1,701,110,327  $ 1,799,954,618
Issued as reinvestment of dividends..........       1,034,118          821,226
Redeemed.....................................  (1,640,886,788)  (1,858,530,639)
                                              ---------------  ---------------
Net Increase/(Decrease)...................... $    61,257,657  $   (57,754,795)
                                              ===============  ===============
</TABLE>
 
<TABLE>
<CAPTION>
                                                    GOVERNMENT MONEY FUND
                                               --------------------------------
                                                 YEAR ENDED       YEAR ENDED
                                                  03/31/96         03/31/95
                                               ---------------  ---------------
<S>                                            <C>              <C>
Sold.........................................  $ 4,873,484,821  $ 7,717,589,470
Issued in connection with USAffinity acquisi-
 tion (Note 6)...............................              --         3,793,021
Issued as reinvestment of dividends..........        1,809,066        2,308,837
Redeemed.....................................   (5,139,596,498)  (8,032,775,942)
                                               ---------------  ---------------
Net Decrease.................................  $  (264,302,611) $  (309,084,614)
                                               ===============  ===============
</TABLE>
 
<TABLE>
<CAPTION>
                                                         MONEY FUND
                                               --------------------------------
                                                 YEAR ENDED       YEAR ENDED
                                                  03/31/96         03/31/95
                                               ---------------  ---------------
<S>                                            <C>              <C>
Sold.......................................... $ 5,492,501,117  $ 9,613,086,830
Issued as reinvestment of dividends...........       1,645,902        1,141,513
Redeemed......................................  (5,924,408,321)  (9,525,691,868)
                                               ---------------  ---------------
Net Increase/(Decrease)....................... $  (430,261,302) $    88,536,475
                                               ===============  ===============
</TABLE>
 
                                       24
<PAGE>
 
<TABLE>
<CAPTION>
                                 SHORT-TERM GOVERNMENT SECURITIES FUND
                            --------------------------------------------------
                                  YEAR ENDED                YEAR ENDED
                                   03/31/96                  03/31/95
                            ------------------------  ------------------------
                              SHARES       AMOUNT       SHARES       AMOUNT
                            ----------  ------------  ----------  ------------
<S>                         <C>         <C>           <C>         <C>
Sold.......................  2,308,143  $ 16,241,605   1,490,831  $ 10,254,964
Issued as reinvestment of
 dividends.................     15,812       111,089      13,755        94,544
Redeemed................... (2,392,113)  (16,748,551) (1,486,088)  (10,196,015)
                            ----------  ------------  ----------  ------------
Net Increase/(Decrease)....    (68,158) $   (395,857)     18,498  $    153,493
                            ==========  ============  ==========  ============
</TABLE>
 
<TABLE>
<CAPTION>
                                 INTERMEDIATE-TERM MANAGED INCOME FUND
                            --------------------------------------------------
                                  YEAR ENDED                YEAR ENDED
                                   03/31/96                  03/31/95
                            ------------------------  ------------------------
                              SHARES       AMOUNT       SHARES       AMOUNT
                            ----------  ------------  ----------  ------------
<S>                         <C>         <C>           <C>         <C>
Sold.......................  4,190,183  $ 29,937,528   2,850,920  $ 19,063,074
Issued in connection with
 USAffinity
 acquisition (Note 6)......        --            --      337,729     2,265,302
Issued as reinvestment of
 dividends.................     44,834       319,660      26,709       178,294
Redeemed................... (1,611,428)  (11,489,634) (2,348,448)  (15,609,625)
                            ----------  ------------  ----------  ------------
Net Increase...............  2,623,589  $ 18,767,554     866,910  $  5,897,045
                            ==========  ============  ==========  ============
</TABLE>
 
<TABLE>
<CAPTION>
                                          MANAGED INCOME FUND
                            --------------------------------------------------
                                  YEAR ENDED                YEAR ENDED
                                   03/31/96                  03/31/95
                            ------------------------  ------------------------
                              SHARES       AMOUNT       SHARES       AMOUNT
                            ----------  ------------  ----------  ------------
<S>                         <C>         <C>           <C>         <C>
Sold.......................  2,916,607  $ 26,267,294   2,677,985  $ 22,223,163
Issued as reinvestment of
 dividends.................    159,018     1,426,218     197,556     1,636,719
Redeemed................... (3,276,024)  (29,304,376) (5,561,986)  (45,666,661)
                            ----------  ------------  ----------  ------------
Net Decrease...............   (200,399) $ (1,610,864) (2,686,445) $(21,806,779)
                            ==========  ============  ==========  ============
</TABLE>
 
5. ORGANIZATION COSTS
 
  Excelsior Fund has borne all costs in connection with the initial
organization of new portfolios, including the fees for registering and
qualifying its shares for distribution under Federal and state securities
regulations. All such costs are being amortized on the straight-line basis
over periods of five years from the dates on which each Portfolio commenced
operations.
 
6. ASSET ACQUISITION
 
  On March 10, 1995, Government Money Fund acquired certain assets (net of
liabilities) of $3,793,021 (excluding unamortized organization costs) from
USAffinity Treasury Money Fund in a tax-free exchange for 3,793,021 shares of
Government Money Fund. On the same date Intermediate-Term Managed Income Fund
acquired certain assets (net of liabilities) of $2,265,302 (excluding
unamortized organization costs) from USAffinity Government Income Fund in a
tax-free exchange for 337,729 shares of Intermediate-Term Managed Income Fund.
 
                                      25
<PAGE>
 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
To the Shareholders
and Board of Directors
Excelsior Funds, Inc.
 
  We have audited the accompanying statements of assets and liabilities,
including the portfolios of investments, of the Treasury Money, Government
Money, Money, Short-Term Government Securities, Intermediate-Term Managed
Income and Managed Income Portfolios (six of the portfolios constituting the
Excelsior Funds, Inc. (formerly UST Master Funds, Inc.)) as of March 31, 1996,
and the related statements of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the periods indicated
therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 1996, by correspondence with the custodian and brokers, or other
appropriate auditing procedures where replies from brokers were not received.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the above mentioned Portfolios of Excelsior Funds, Inc. at March 31, 1996,
the results of their operations for the year then ended, the changes in their
net assets for each of the two years in the period then ended and financial
highlights for each of the periods indicated therein, in conformity with
generally accepted accounting principles.
 
                                          /s/ Ernst & Young LLP
 
Boston, Massachusetts
May 13, 1996
 
USTFXIA396
 
                                       26


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