<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Excelsior Funds, Inc.
---------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
__________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________
(5) Total fee paid:
__________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
__________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
__________________________________________________________________
(3) Filing Party:
__________________________________________________________________
(4) Date filed:
__________________________________________________________________
<PAGE>
PRELIMINARY COPY
----------------
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
---------------------------------
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
---------------------------------
September 9, 1996
To the Shareholders of
Excelsior Funds, Inc. and
Excelsior Tax-Exempt Funds, Inc.:
Special Meetings of Shareholders of Excelsior Funds, Inc. ("Excelsior") and
Excelsior Tax-Exempt Funds, Inc. ("Excelsior Tax-Exempt" and, collectively with
Excelsior, the "Companies") will be held concurrently on October 29, 1996 at
9:30 A.M. in the offices of U.S. Trust Company of New York at 114 West 47th
Street, New York, New York for the following purposes:
(1) to elect of nine (9) directors;
(2) to consider and vote on the ratification of the selection of Ernst &
Young LLP as each Company's independent auditors for the fiscal year ending
March 31, 1997;
(3) to consider and vote on a revised fundamental issuer diversification
policy for the Money, Government Money and Treasury Money Funds of Excelsior and
the Tax-Exempt Money Fund of Excelsior Tax-Exempt; and
(4) to transact such other business as may properly come before the
Special Meetings or any adjournment thereof.
The subjects referred to above are discussed in the Proxy Statement
attached to this Notice. Each shareholder is invited to attend the Special
Meetings of Shareholders in person. Shareholders of record at the close of
business on August 28, 1996 have the right to vote at the Special Meetings. If
you cannot be present at the Special Meetings, we urge you to fill
<PAGE>
in, sign and promptly return the enclosed Proxy in order that the Special
Meetings can be held and a maximum number of shares may be voted.
W. Bruce McConnel, III
Secretary
<PAGE>
PRELIMINARY COPY
----------------
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
73 TREMONT STREET
BOSTON, MASSACHUSETTS 02108
(800) 446-1012
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Boards of Directors of Excelsior Funds, Inc. ("Excelsior") and
Excelsior Tax-Exempt Funds, Inc. ("Excelsior Tax-Exempt" and, collectively with
Excelsior, the "Companies") for use at the Companies' Special Meetings of
Shareholders to be held concurrently in the offices of United States Trust
Company of New York ("U.S. Trust") at 114 West 47th Street, New York, New York,
on October 29, 1996 at 9:30 A.M. Such Special Meetings and any adjournment
thereof are hereinafter collectively referred to as the "Meeting." Each
Company's investment portfolios are hereinafter referred to as "Funds," and the
Funds' shares are hereinafter referred to as "Shares."
It is expected that the solicitation of proxies will be primarily by mail.
The Companies' officers and service contractors may also solicit proxies by
telephone, telegraph or personal interview. The Companies will bear all proxy
solicitation costs. Any shareholder giving a proxy may revoke it at any time
before it is exercised by submitting to the particular Company a written notice
of revocation or a subsequently executed proxy or by attending the Meeting and
electing to vote in person. This Proxy Statement and the enclosed form of proxy
(the "Proxy") are expected to be distributed to shareholders on or about
September 9, 1996.
The following table summarizes the proposals to be voted on at the Meeting
by the shareholders of each Company and indicates those shareholders who are
being solicited with respect to each proposal:
Proposal Shareholders Solicited
-------- ----------------------
1. Election of Directors. All Funds voting together in the
aggregate.
2. Ratification of the selection All Funds voting together in the
of Ernst & Young LLP as the aggregate.
Company's independent auditors
for the fiscal year ending
March 31, 1997.
<PAGE>
3. Approval of revised fundamental Each Money Market Fund (as defined
issuer diversification policy. below) voting separately on a Fund-
by-Fund basis.
A Proxy is enclosed with respect to the Shares owned by you. The Proxy
should be completed in full. Each full Share is entitled to one vote, and each
fractional Share to a proportionate fractional vote. Cumulative voting in the
election of directors is not permitted.
If a Proxy is executed properly and returned, the Shares represented by it
will be voted at the Meeting in accordance with the instructions thereon. If
you do not expect to be present at the Meeting and wish your Shares to be voted,
please date and sign the enclosed Proxy and mail it in the enclosed reply
envelope.
(1) ELECTION OF DIRECTORS
(ALL FUNDS)
At the Meeting shareholders will be asked to consider the election of nine
directors, who will constitute the entire Board of Directors of each Company.
Each director so elected will hold office until his successor is elected and
qualifies, or until his term as a director is terminated as provided in the
particular Company's By-Laws. The persons named as proxies in the accompanying
Proxy have been designated by the Boards of Directors and intend to vote for the
nominees named below. Messrs. Campbell, Dugan, Frankl, Tannachion, Robinson and
Wonham are incumbent directors who are standing for re-election. Messrs.
Campbell, Dugan, Frankl, Tannachion and Robinson were most recently elected as
directors at a Special Meeting of Shareholders held on November 20, 1991. Mr.
Wonham was elected to the Boards of Directors at regular meetings of such Boards
held on November 17, 1995. The directors of the Companies who are not
"interested persons" of the Companies as defined in the Investment Company Act
of 1940 (the "Non-Interested Directors") have nominated Messrs. Drake, McDowell
and Piel as new directors to be voted on by the respective Companies'
shareholders.
All Shares represented by valid Proxies will be voted in the election of
directors for each nominee named below unless authority to vote for a particular
nominee is withheld. With respect to each Company, the nine nominees who
receive the highest number of votes cast at the Meeting will be elected as
directors. Cumulative voting is not permitted. Should any nominee withdraw
from the election or otherwise be unable to serve, the named proxies will vote
for the election of such substitute nominee as the Boards of Directors may
recommend
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<PAGE>
unless a decision is made to reduce the number of directors serving on
the Boards. The following table sets forth certain information about each of
the nominees:
Director Business Experience
Name Age Since During Past Five Years
- --------------------------- --- ----------- --------------------------------
Donald L. Campbell/1/ 70 August 1984 Retired; Director of Excelsior
and Excelsior Tax-Exempt;
Director of UST Master Variable
Series, Inc. (since 1994);
Trustee of Excelsior
Institutional Trust (since
1995); Director, Royal Life
Insurance Co. of New York (since
1991).
Rodman L. Drake 53 N/A Trustee, Excelsior Institutional
Trust and Excelsior Funds (since
1994); Director, Parsons
Brinkerhoff, Inc. (engineering
firm) (since 1995); President,
Mandrake Group (investment and
consulting firm) (since 1994);
Director, Hyperion Total Return
Fund, Inc. and four other funds
for which Hyperion Capital
Management, Inc. serves as
investment adviser (since____);
Co-Chairman, KMR Power
Corporation (power plants) (since
1993); Director, The Latin
American Growth Fund (since
1993); Member of Advisory Board,
Argentina Private Equity Fund
L.P. (since 1992) and Garantia
L.P. (Brazil) (since 1993); and
Director, Mueller Industries,
Inc. (from 1992 to 1994).
Joseph H. Dugan 71 August 1984 Retired; Director of Excelsior
and Excelsior Tax-Exempt;
Director of UST Master Variable
Series, Inc. (since 1994);
Trustee of Excelsior
Institutional Trust (since 1995).
- ----------
1. At August 28, 1996, Mr. Campbell owned approximately
_____ shares of the New York Intermediate-Term Tax-Exempt Fund of Excelsior Tax-
Exempt.
-3-
<PAGE>
Director Business Experience
Name Age Since During Past Five Years
- --------------------------- --- ----------- --------------------------------
Wolfe J.Frankl 75 April 1986 Retired; Director of Excelsior and
Excelsior Tax-Exempt; Director of
UST
Master Variable Series, Inc.
(since 1994); Trustee of
Excelsior Institutional Trust
(since 1995); Director, Deutsche
Bank Financial, Inc. (since 1989);
Director, The Harbus Corporation
(since ____); Trustee, HSBC Funds
Trust and HSBC Mutual Funds Trust
(since 1995).
W. Wallace McDowell, Jr. 59 N/A Trustee, Excelsior Institutional
Trust and Excelsior Funds (since
1994);
Private Investor (since 1994);
Managing Director, Morgan Lewis
Githers & Ahn (from 1991 to
1994); and Director, U.S. Homecare
Corporation (since 1992),
Grossmans, Inc. (from 1993 to
_____), Children's Discovery
Centers (since 1984), Interactive
Technologies, Inc. (since 1992),
and Jack Morton Productions
(since 1987).
Jonathan Piel 57 N/A Trustee, Excelsior Institutional
Trust and Excelsior Funds (since
1994); President and Editor,
Scientific American, Inc. (from
1969 to 1994); Director, Group
for The South Fork,
Bridgehampton, New York (since
1993); and Member, Advisory
Committee, Knight Journalism
Fellowships, MIT (since 1984).
Robert A. Robinson/1/ 70 October 1987 Director of Excelsior and
Excelsior Tax-Exempt; Director
of UST Master Variable Series,
Inc. (since 1994); Trustee of
Excelsior Institutional Trust
(since 1995); President Emeritus,
- ----------
1. At August 28, 1996, Mr. Robinson owned approximately
______ shares of the ______ Fund of ________.
-4-
<PAGE>
Director Business Experience
Name Age Since During Past Five Years
- --------------------------- --- ----------- --------------------------------
The Church Pension Fund and its
affiliated companies (since
1968); Trustee, H.B. and F.H.
Bugher Foundation and Director
of its wholly owned subsidiaries
-- Rosiclear Lead and Flourspar
Mining Co. and The Pigmy
Corporation (since 1984);
Director, Morehouse Publishing
Co. (since 1974); Trustee, HSBC
Funds Trust and HSBC Mutual Funds
Trust (since 1982); Director,
Infinity Funds, Inc. (since 1995).
Alfred C. Tannachion/1/2/ 70 July 1985 Retired; Chairman of the Boards,
President and Treasurer of
Excelsior and Excelsior Tax-
Exempt; Chairman of the Board,
President and Treasurer of UST
Master Variable Series, Inc.
(since 1994); Chairman of the
Board, President and Treasurer of
Excelsior Institutional Trust
(since 1995).
Frederick S. Wonham/1/3/ 65 November 1995 Retired; Director of Excelsior
and Excelsior Tax-Exempt; Trustee
of Excelsior Funds and Excelsior
Institutional Trust (since 1995);
Vice Chairman of U.S. Trust
Corporation and U.S. Trust
Company of New York (until
September 1995); Chairman, U.S.
Trust of Connecticut.
- ----------
1. This director is considered to be an "interested person" of the Companies
as defined in the Investment Company Act of 1940 (the "1940 Act").
2. At [date] Mr. Tannachion owned approximately _______ shares of common stock
of U.S. Trust Corporation, the parent corporation of U.S. Trust, and
approximately _______ shares of common stock of The Chase Manhattan Corporation,
the parent corporation of Chase Global Funds Services Company, the Companies'
co-administrator.
3. At [date] Mr. Wonham owned approximately ______ shares of common stock of
U.S. Trust Corporation, the parent corporation of U.S. Trust.
-5-
<PAGE>
Each director receives an annual fee of $9,000 with respect to each
Company plus a per-Company meeting fee of $1,500 for each meeting attended and
is reimbursed for expenses incurred in attending meetings. The Chairman of the
Board is entitled to receive an additional $5,000 per annum with respect to each
Company for services in such capacity.
As of August 28, 1996, the directors and officers of each Company as a
group owned beneficially less than 1% of the outstanding Shares of each Fund of
the Company, and less than 1% of the outstanding Shares of all Funds of the
Company in the aggregate.
The following chart provides certain information about the fees
received by the Companies' directors in the most recently completed fiscal year.
<TABLE>
<CAPTION>
Pension or
Retirement Total
Benefits Compensation
Accrued as from the Companies
Aggregate Part of and Fund
Name of Compensation from Fund Complex/*/ Paid
Person/Position each Company Expenses to Directors
- ------------------------------ ----------------- ---------- ------------------
<S> <C> <C> <C>
Donald L. Campbell $16,500 None (4)/**/$39,500
Director
Joseph H. Dugan $16,500 None (4)/**/$39,500
Director
Wolfe J. Frankl $16,500 None (4)/**/$39,500
Director
Robert A. Robinson $16,500 None (4)/**/$39,500
Director
Alfred C. Tannachion $21,500 None (4)/**/$51,500
Chairman of the Boards,
President and Treasurer
Frederick S. Wonham $ 6,375 None (4)/**/$14,424
Director
</TABLE>
- ---------------------------
* The "Fund Complex" consists of Excelsior, Excelsior Tax-Exempt, UST Master
Variable Series, Inc., Excelsior Funds and Excelsior Institutional Trust.
** Number of investment companies in the Fund Complex for which director
serves as director or trustee.
-6-
<PAGE>
Each Board of Directors met 5 times during the Companies' fiscal year
ended March 31, 1996. Each director attended all of the Board meetings held
during the period he served as a director. Neither Company currently has any
standing committees. However, pursuant to the plan adopted by Excelsior in
accordance with Rule 12b-1 under the 1940 Act with respect to the Trust Shares
of Excelsior, the Non-Interested Directors of Excelsior are responsible for the
selection and nomination of candidates to serve as Non-Interested Directors.
THE BOARD OF DIRECTORS OF EACH COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
EACH NOMINEE FOR DIRECTOR OF THE COMPANY.
(2) RATIFICATION OF
INDEPENDENT AUDITORS
(ALL FUNDS)
At their meeting on May 17, 1996, each Company's Board of Directors,
including a majority of the directors who were Non-Interested Directors of the
Company, selected Ernst & Young LLP as the Company's independent auditors for
the fiscal year ending March 31, 1997. The ratification or rejection of the
selection of the independent auditors for each Company's fiscal year ending
March 31, 1997 is to be voted upon at the Meeting, and the persons named as
proxies in the accompanying Proxy intend to vote for the ratification of the
selection of Ernst & Young LLP as each Company's independent auditors, unless
contrary instructions are given. The selection of independent auditors is being
submitted for ratification at the Meeting as required by the 1940 Act. Ernst &
Young LLP has been each Company's independent auditor since its organization,
and has informed each Company that it has no material direct or indirect
financial interest in either Company. A representative of Ernst & Young LLP is
expected to be present at the Meeting to make a statement if desired and to be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS OF EACH COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY.
(3) APPROVAL OF REVISED FUNDAMENTAL
ISSUER DIVERSIFICATION POLICY
(MONEY MARKET FUNDS ONLY)
At the Meeting, shareholders of the Money, Government Money and
Treasury Money Funds of Excelsior and the Tax-Exempt Money Fund of Excelsior
Tax-Exempt (collectively, the "Money
-7-
<PAGE>
Market Funds") will be asked to approve revisions to the fundamental issuer
diversification policy of these Funds. As revised, the fundamental issuer
diversification policy would read as follows:
No Money Market Fund may purchase securities of any one issuer if
immediately after such purchase more than 5% of the value of its total
assets would be invested in the securities of such issuer, provided that:
(i) each Money Market Fund may invest without regard to this limitation in
Government Securities (as defined in the 1940 Act) and as otherwise
permitted in accordance with Rule 2a-7 under the 1940 Act or any successor
rule; and (ii) up to 25% of the value of each Money Market Fund's total
assets may be invested without regard to this 5% limitation.
For purposes of this policy, "Government Security" currently means: (i) any
security issued or guaranteed as to principal or interest by the United States,
or by a person controlled or supervised by and acting as an instrumentality of
the U.S. Government pursuant to authority granted by the Congress of the United
States, or any certificate of deposit for any of the foregoing; and (ii) any
other security as may be deemed to be a "Government Security" by the Securities
and Exchange Commission for these purposes. A security would be considered to
be issued by the governmental entity or entities whose assets and revenues back
the security, or, with respect to a private activity bond that is backed only by
the assets and revenues of a non-governmental user, such non-governmental user.
In addition, under certain circumstances, the guarantor of a guaranteed security
would also be considered to be an issuer in connection with such guarantee.
The proposed revised fundamental policy is consistent with the new
flexibility with respect to issuer diversification requirements provided by
recent amendments to Rule 2a-7 under the 1940 Act. Each Money Market Fund
currently may not invest more than 5% of its total assets in the securities of
any one issuer, other than U.S. Government obligations, except that up to 25% of
the value of its total assets may be invested without regard to this 5%
limitation. The recent amendments to Rule 2a-7 would permit the Money Market
Funds to exclude from this issuer diversification requirement securities that
are subject to an unconditional demand feature from a party that does not
control, is not controlled by and is not under common control with the issuer of
the security subject to the demand feature.
The approval of the revised fundamental issuer diversification policy
with respect to a Money Market Fund requires the affirmative vote of the holders
of a "majority of the outstanding Shares" of the Money Market Fund (as defined
in the 1940 Act), which means the lesser of (a) the holders of 67%
-8-
<PAGE>
or more of the Shares of the Money Market Fund present at the Meeting if the
holders of more than 50% of the outstanding Shares of the Money Market Fund are
present in person or by proxy or (b) more than 50% of the outstanding shares of
the Money Market Fund.
THE BOARD OF DIRECTORS OF EACH COMPANY RECOMMENDS THAT SHAREHOLDERS OF EACH
MONEY MARKET FUND VOTE "FOR" THE REVISED FUNDAMENTAL ISSUER DIVERSIFICATION
POLICY.
VOTING INFORMATION
RECORD DATE. Only shareholders of record at the close of business on
August 28, 1996 will be entitled to vote at the Meeting. On that date the
outstanding Shares of each Fund of Excelsior and Excelsior Tax-Exempt were as
follows:
Number of
Excelsior Fund/Share Class Shares Outstanding
- -------------------------- ------------------
Money Fund
Government Money Fund
Treasury Money Fund
Equity Fund
Non-Trust Shares
Trust Shares
Income and Growth Fund
Long-Term Supply of
Energy Fund
Productivity Enhancers Fund
Environmentally-Related Products
and Services Fund
Aging of America Fund
Non-Trust Shares
Trust Shares
Communication and Entertainment Fund
Non-Trust Shares
Trust Shares
Business and Industrial Restructuring Fund
Non-Trust Shares
Trust Shares
Global Competitors Fund
Non-Trust Shares
Trust Shares
-9-
<PAGE>
Number of
Excelsior Fund/Share Class Shares Outstanding
- -------------------------- ------------------
Early Life Cycle Fund
Non-Trust Shares
Trust Shares
International Fund
Emerging Americas Fund
Pacific/Asia Fund
Pan European Fund
Managed Income Fund
Intermediate-Term Managed
Income Fund
Short-Term Government
Securities Fund
Number of
Excelsior Tax-Exempt Shares Outstanding
- -------------------- ------------------
Tax-Exempt Money
Fund
Intermediate-Term
Tax-Exempt Fund
Long-Term Tax-Exempt
Fund
New York Intermediate-Term
Tax-Exempt Fund
Short-Term Tax-Exempt
Securities Fund
QUORUM. With respect to both the election of directors and the
ratification of the independent auditors, a quorum is constituted by the
presence in person or by proxy of the holders of more than 50% of the
outstanding Shares of each Company's Funds on an aggregate basis. With respect
to the proposal to approve the revised fundamental issuer diversification policy
for the Money Market Funds, a quorum is constituted with respect to a Money
Market Fund by the presence in person or by proxy of the holders of more than
50% of the outstanding Shares of such Money Market Fund entitled to vote at the
Meeting. Under Maryland law, abstentions will have the same effect as casting a
vote against a proposal. Broker "non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote Shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated the same as abstentions. In the event that a quorum is
-10-
<PAGE>
not present at the Meeting, or in the event that a quorum is present but
sufficient votes to approve a particular Proposal are not received, the persons
named as proxies, or their substitutes, may propose one or more adjournments of
the Meeting to permit the further solicitation of Proxies. Any such adjournment
will require the affirmative vote of a majority of those Shares affected by the
adjournment that are represented at the Meeting in person or by proxy. If a
quorum is present, the persons named as proxies will vote those Proxies which
they are entitled to vote FOR the Proposal in favor of such adjournments, and
will vote those proxies required to be voted AGAINST such Proposal against any
adjournment.
ANNUAL MEETINGS. Neither Company intends to hold annual meetings of
shareholders for the election of directors and other business unless and until
such time as less than a majority of the directors holding office have been
elected by the shareholders, at which time the directors then in office will
call a special shareholder meeting for the election of directors. The directors
of each Company will also call a special shareholder meeting upon the written
request of shareholders owning at least 10% or more of the Company's Shares
entitled to vote.
OTHER SHAREHOLDER INFORMATION. At the record date for the Meeting, U.S.
Trust and its affiliates held of record approximately ___% and ___% of the
outstanding Shares of Excelsior and Excelsior Tax-Exempt, respectively, as agent
or custodian for their customers. In addition, at that date U.S. Trust and its
affiliates held investment and/or voting power with respect to [a majority] of
each Company's outstanding Shares on behalf of their customers. The name,
address and share ownership of each other person who may have possessed sole or
shared voting or investment power with respect to more than 5% of the
outstanding Shares of any Fund at that date were as follows:
CLASS AND AMOUNT PERCENTAGE PERCENTAGE OF
OF OF CLASS FUND SHARES
NAME AND ADDRESS SHARES OWNED OWNED OWNED
- ---------------- ------------ ----- -----
ADDITIONAL INFORMATION
Executive Officers
- ------------------
Officers of each Company are elected by and serve at the pleasure of
the Company's Board of Directors. The following table sets forth certain
information about each Company's executive officers, except Mr. Tannachion who
is the President
-11-
<PAGE>
and Treasurer of each Company and about whom information is provided under
"Election of Directors." The same officers serve each Company.
Name Age Officer Position Business
- ---- --- ------- -------- --------
Since with the Experience During
----- -------- ---------------
Fund Past Five Years
---- ---------------
John M. Corcoran 31 July 1994 Assistant Vice President,
Chase Global Funds Treasurer Director of
Services Company Administration,
73 Tremont Street Client Group,
Boston, MA 02108-3913 Chase Global
Funds Services
Company (since
July 1996);
Second Vice
President,
Manager of
Administration,
Chase Global
Funds Services
Company (from
October 1993 to
July 1996); Audit
Manager, Ernst &
Young LLP (from
August 1987 to
September 1993).
-12-
<PAGE>
Name Age Officer Position Business
- ---- --- ------- -------- --------
Since with the Experience During
----- -------- ------------------
Fund Past Five Years
---- ---------------
Sherry Aramini 32 July 1996 Assistant Second Vice
Chase Global Funds Secretary President, Blue
Services Company Sky Compliance
73 Tremont Street Manager, Chase
Boston, MA 02108-3913 Global Funds
Services Company
(since May 1996);
Technical
Resource Manager,
Chase Global
Funds Services
Company (from
April 1995 to May
1996); Financial
Reporting
Supervisor, Chase
Global Funds
Services Company
(from September
1993 to April
1995); Audit
Supervisor,
Coopers & Lybrand
L.L.P. (from July
1990 to August
1993).
W. Bruce McConnel, III 53 August 1984 Secretary Partner of the
Philadelphia National law firm of
Bank Building Drinker Biddle &
1345 Chestnut Street Reath.
Philadelphia, PA 19107-3496
-------------------------------------------------------------
Drinker Biddle & Reath, of which Mr. McConnel is a partner, receives
legal fees from each Company in connection with general corporate services.
INFORMATION ABOUT INVESTMENT ADVISER, SUB-ADVISERS,
ADMINISTRATORS AND DISTRIBUTOR
U.S. Trust serves as each Company's investment adviser. U.S. Trust's
principal offices are at 114 West 47th Street, New York, New York 10036.
Foreign and Colonial Asset Management ("FACAM") serves as sub-adviser to the
International and Pan European Funds of Excelsior and Foreign and Colonial
Emerging Markets Limited ("FCEML") serves as sub-adviser to the Emerging
Americas and Pacific/Asia Funds of Excelsior. FACAM and FCEML each have
principal offices at Exchange House, Primrose Street, London EC2A2NY.
-13-
<PAGE>
U.S. Trust, Chase Global Funds Services Company ("CGFSC") and
Federated Administrative Services ("Federated") serve as each Company's
administrators. CGFSC's principal business address is 73 Tremont Street,
Boston, Massachusetts 02108-3913 and Federated's principal business address is
Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-
3779.
Edgewood Services, Inc. (the "Distributor") serves as each Company's
distributor. The Distributor's address is P.O. Box 897, Pittsburgh, PA 15230-
0897.
OTHER MATTERS
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment of the Meeting, the persons
named in the enclosed Proxy will vote thereon according to their best judgment
in the interests of each Company.
Dated: September 9, 1996
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
EACH COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS RESPECTIVE
ANNUAL REPORTS TO SHAREHOLDERS DATED MARCH 31, 1996 TO ANY SHAREHOLDER UPON
REQUEST. EACH COMPANY'S ANNUAL REPORTS TO SHAREHOLDERS MAY BE OBTAINED FROM THE
COMPANY BY SENDING A WRITTEN REQUEST TO THE COMPANY AT THE ADDRESS PROVIDED ON
PAGE 1, OR BY CALLING TOLL-FREE AT (800)446-1012.
-14-
<PAGE>
PRELIMINARY COPY
----------------
PROXY CARD
THIS PROXY IS SOLICITED BY THE BOARDS OF DIRECTORS OF EXCELSIOR
FUNDS, INC. AND EXCELSIOR TAX-EXEMPT FUNDS, INC. (the "Companies")
Special Meetings of Shareholders (collectively, the "Meeting")
October 29, 1996
The undersigned, revoking previous proxies, hereby appoints _____________ and
___________, and each of them, the proxies of the undersigned, with full power
of substitution to each of them, to vote all shares of Common Stock evidencing
interests in all Funds of each Company that are held of record by the
undersigned on the record date for the Meeting to be held at the offices of
United States Trust Company of New York, 114 W. 47th Street, New York, NY 10036
on October 29, 1996 at 9:30 A.M. (Eastern Time) and at any adjournments thereof.
Every properly signed proxy will be voted in the manner specified thereon and,
in the absence of specification, will be treated as GRANTING authority to vote
FOR the election of all nominees to serve as director and FOR Proposals 2 and 3.
[Name and address ___________ Shares of Excelsior Fund
of Shareholder] ___________ Shares of Excelsior Tax-
Exempt Fund
PLEASE SIGN AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
_____________________________
(Signature(s) of Shareholder(s))
Please sign exactly as your name or names
appear hereon. When signing as attorney,
executor, administrator, trustee or
guardian, please give your fill title as
such. If a corporation, please sign in
full corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Date: ___________, 1996
(VOTING ON REVERSE SIDE)
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Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
FOR SHAREHOLDERS OF ALL FUNDS OF EACH COMPANY:
1. Election of Directors.
FOR all nominees WITHOLD AUTHORITY
listed at left to vote for all nominees
(except as indicated listed
to the contrary at left at left
[ ] [ ]
Nominees:
- --------
Donald L. Campbell
Rodman L. Drake
Joseph H. Dugan
Wolfe J. Frankl
W. Wallace McDowell, Jr.
Jonathan Piel
Robert A. Robinson
Alfred C. Tannachion
Frederick S. Wonham
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
________________________________________________
2. Proposal to ratify the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending March 31, 1997.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
FOR SHAREHOLDERS OF MONEY, GOVERNMENT MONEY AND TREASURY MONEY FUNDS OF
EXCELSIOR FUNDS, INC. AND SHAREHOLDERS OF TAX-EXEMPT MONEY FUND OF EXCELSIOR
TAX-EXEMPT FUNDS, INC.:
3. Proposal to approve a modification to the current fundamental issuer
diversification policy.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The proxies are authorized to vote in their discretion on any other business
which may properly come before the Meeting and any adjournment thereof.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
-2-
