<PAGE>
As filed with the SEC on March 27, 1996
Excelsior Funds, Inc. - Registration Nos. 2-92665; 811-4088
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Excelsior Funds, Inc.: Post-Effective Amendment No. 22 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY [x]
ACT OF 1940
Excelsior Funds, Inc.: Amendment No. 24 [x]
(Exact Name of Registrant as Specified in Charter)
73 Tremont Street
Boston, Massachusetts 02108-3913
(Address of Principal Executive Offices)
Registrant's Telephone Number: (800) 446-1012
W. Bruce McConnel, III
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
(Name and Address of Agent for Service)
It is proposed that this post-effective amendment will become effective (check
appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
--------------------------
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
Title of Amount of Proposed Proposed Amount of
Securities Shares Maximum Maximum Registration
Being Being Offering Aggregate Fee (1)
Registered Registered Price/Share Offering Price
<S> <C> <C> <C> <C>
Shares of
Common Stock 273,879,951 NAV $204,135,808 $100
</TABLE>
(1) Registrant had actual aggregate redemptions of $19,674,209,312 for its
fiscal year ended March 31, 1995; has used $19,470,363,501 of available
redemptions for reductions pursuant to Rule 24f-2(c) under the 1940 Act and has
previously used no available redemptions for reductions pursuant to Rule
24e-2(a) of the 1940 Act during the current year. Registrant elects to use
redemptions in the aggregate amount of $203,845,811 (273,848,048 shares of
Common Stock) for reductions in its current amendment. While no fee is required
to register the 273,848,048 shares of Common Stock, the Registrant has elected
to register, for $100, an additional $289,997 of shares of Common Stock (31,903
shares of Common Stock at $9.09 per share (the net asset value per share on
March 14, 1996 calculated in accordance with Rule 457(d))).
The Registrant has registered an indefinite number of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Rule 24f-2 Notice for the
Registrant's fiscal year ended March 31, 1995 was filed on May 26, 1995.
<PAGE>
March 25, 1996
Excelsior Funds, Inc.
73 Tremont Street
Boston, Massachusetts 02108-3913
RE: Shares Registered by Post-Effective Amendment No. 22 to Registration
Statement on Form N-1A (File No. 2-92665)
Ladies and Gentlemen:
We acted as counsel to Excelsior Funds, Inc. (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission of
Post-Effective Amendment No. 22 to the Company's Registration Statement on Form
N-1A under the Securities Act of 1933, as amended, registering 273,879,951
shares of the Company's Common Stock, $.001 par value per share, to be issued
and sold by the Company (the "Common Stock"). The registration of such Common
Stock has been made in reliance upon Rule 24e-2 under the Investment Company Act
of 1940, as amended.
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation, By-Laws, resolutions of its Board of Directors and such other
documents and corporate records as we deem appropriate for the purpose of giving
this opinion. We express no opinion concerning the laws of any jurisdiction
other than the Maryland General Corporation Law and the Federal Law of the
United States of America.
Based upon the foregoing, it is our opinion that the foregoing shares of
Common Stock, when issued for payment as described in the Company's Prospectus
and in accordance with the Company's Articles of Incorporation for not less than
$.001 per share, will be validly issued, fully paid and non-assessable shares of
Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 22 to the Company's Registration Statement.
Very truly yours,
DRINKER BIDDLE & REATH
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Excelsior Funds, Inc. certifies that it meets
all of the requirements for effectiveness for this Post-Effective Amendment No.
22 to its Registration Statement ("Amendment No. 22") pursuant to Rule 485(b)
under the 1933 Act and has duly caused this Amendment No. 22 to its Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia and the Commonwealth of
Pennsylvania, on the 27th day of March, 1996.
EXCELSIOR FUNDS, INC.
Registrant
* Alfred Tannachion
--------------------------
Alfred Tannachion, President
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 22 to Excelsior Funds, Inc. Registration Statement on
Form N-1A has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Alfred Tannachion
- - -------------------
Alfred Tannachion Chairman of the March 27, 1996
Board, President
and Treasurer
* Joseph H. Dugan
- - -----------------
Joseph H. Dugan Director March 27, 1996
* Donald L. Campbell
- - --------------------
Donald L. Campbell Director March 27, 1996
* Wolfe J. Frankl
- - -----------------
Wolfe J. Frankl Director March 27, 1996
* Robert Robinson
- - -----------------
Robert Robinson Director March 27, 1996
- - -------------------
Frederick S. Wonham Director March 27, 1996
By: /s/ W. Bruce McConnel, III
---------------------------
* W. Bruce McConnel, III
Attorney-in-fact
</TABLE>
<PAGE>
UST MASTER FUNDS, INC.
UST MASTER TAX-EXEMPT FUNDS, INC.
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Alfred Tannachion and W. Bruce McConnel, III, and either of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute amendments to UST Master Funds, Inc.'s
and UST Master Tax-Exempt Funds, Inc.'s (collectively, the "Companies")
respective Registration Statements on Form N-1A pursuant to the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended (the
"Acts") and all instruments necessary or incidental in connection therewith
pursuant to said Acts and any rules, regulations, or requirements of the
Securities and Exchange Commission in respect thereof, and to file the same with
the Securities and Exchange Commission, and either of said attorneys shall have
full power and authority, to do and perform in the name and on behalf of the
undersigned in any and all capacities, every act whatsoever requisite or
necessary to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that either of said
attorneys may lawfully do or cause to be done by virtue hereof.
Dated: July 29, 1994 /s/ Alfred C. Tannachion
-----------------------------
<PAGE>
UST MASTER FUNDS, INC.
UST MASTER TAX-EXEMPT FUNDS, INC.
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Alfred Tannachion and W. Bruce McConnel, III, and either of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute amendments to UST Master Funds, Inc.'s
and UST Master Tax-Exempt Funds, Inc.'s (collectively, the "Companies")
respective Registration Statements on Form N-1A pursuant to the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended (the
"Acts") and all instruments necessary or incidental in connection therewith
pursuant to said Acts and any rules, regulations, or requirements of the
Securities and Exchange Commission in respect thereof, and to file the same with
the Securities and Exchange Commission, and either of said attorneys shall have
full power and authority, to do and perform in the name and on behalf of the
undersigned in any and all capacities, every act whatsoever requisite or
necessary to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that either of said
attorneys may lawfully do or cause to be done by virtue hereof.
Dated: July 29, 1994 /s/ Donald L. Campbell
-----------------------
<PAGE>
UST MASTER FUNDS, INC.
UST MASTER TAX-EXEMPT FUNDS, INC.
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Alfred Tannachion and W. Bruce McConnel, III, and either of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute amendments to UST Master Funds, Inc.'s
and UST Master Tax-Exempt Funds, Inc.'s (collectively, the "Companies")
respective Registration Statements on Form N-1A pursuant to the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended (the
"Acts") and all instruments necessary or incidental in connection therewith
pursuant to said Acts and any rules, regulations, or requirements of the
Securities and Exchange Commission in respect thereof, and to file the same with
the Securities and Exchange Commission, and either of said attorneys shall have
full power and authority, to do and perform in the name and on behalf of the
undersigned in any and all capacities, every act whatsoever requisite or
necessary to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that either of said
attorneys may lawfully do or cause to be done by virtue hereof.
Dated: July 29, 1994 /s/ Joseph H. Dugan
--------------------
<PAGE>
UST MASTER FUNDS, INC.
UST MASTER TAX-EXEMPT FUNDS, INC.
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Alfred Tannachion and W. Bruce McConnel, III, and either of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute amendments to UST Master Funds, Inc.'s
and UST Master Tax-Exempt Funds, Inc.'s (collectively, the "Companies")
respective Registration Statements on Form N-1A pursuant to the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended (the
"Acts") and all instruments necessary or incidental in connection therewith
pursuant to said Acts and any rules, regulations, or requirements of the
Securities and Exchange Commission in respect thereof, and to file the same with
the Securities and Exchange Commission, and either of said attorneys shall have
full power and authority, to do and perform in the name and on behalf of the
undersigned in any and all capacities, every act whatsoever requisite or
necessary to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that either of said
attorneys may lawfully do or cause to be done by virtue hereof.
Dated: July 29, 1994 /s/ Robert A. Robinson
-----------------------
<PAGE>
UST MASTER FUNDS, INC.
UST MASTER TAX-EXEMPT FUNDS, INC.
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Alfred Tannachion and W. Bruce McConnel, III, and either of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute amendments to UST Master Funds, Inc.'s
and UST Master Tax-Exempt Funds, Inc.'s (collectively, the "Companies")
respective Registration Statements on Form N-1A pursuant to the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended (the
"Acts") and all instruments necessary or incidental in connection therewith
pursuant to said Acts and any rules, regulations, or requirements of the
Securities and Exchange Commission in respect thereof, and to file the same with
the Securities and Exchange Commission, and either of said attorneys shall have
full power and authority, to do and perform in the name and on behalf of the
undersigned in any and all capacities, every act whatsoever requisite or
necessary to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that either of said
attorneys may lawfully do or cause to be done by virtue hereof.
Dated: July 29, 1994 /s/ Wolfe J. Frankl
--------------------
