EXCELSIOR FUNDS, INC.
FORM N-SAR
File No. 811-4088
Annual Period Ended 3/31/00
Exhibit Index
Sub-Item 77M: Mergers
a) All of the assets and liabilities of
Excelsior Funds' sole portfolio, the Institutional
Money Fund, was transferred to Excelsior Funds,
Inc.'s Money Fund on December 16, 1999.
b) The Board of Directors of Excelsior Funds, Inc.
and the Board of Trustees of Excelsior Funds
approved the planned merger on July 30, 1999. At
a Special Meeting of Shareholders held on November
23, 1999, Excelsior Funds' Institutional Money
Fund shareholders voted to approve or disapprove
the following proposed merger:
the proposed plan of reorganization and the
transfer contemplated thereby, including the
transfer of all of the assets and liabilities
of Excelsior Fund's Institutional Money Fund
in exchange for Institutional Shares of
Excelsior Funds, Inc.'s Money Fund, the
distribution of such Institutional Shares to
the shareholders of the Institutional Money
Fund in connection with liquidation, and the
deregistration under the Investment Company
Act of 1940, as amended and the termination
under State law of Excelsior Funds.
The results of the voting were as follows:
FOR: 207,361,559 Votes
AGAINST: 7,921 Votes
ABSTAINED: 22,605,065 Votes
Details concerning the merger can be found in the
Agreement and Plan of Reorganization dated October
15, 1999 relating to the reorganization of the
Institutional Money Fund of Excelsior Funds into
Excelsior Funds, Inc.'s Money Fund. The Agreement
and Plan of Reorganization dated October 15, 1999
is incorporated by reference to Appendix A of the
Combined Prospectus/Proxy Statement of Excelsior
Funds, Inc. (File Nos. 2-92655; 811-4088), as
filed with the Securities and Exchange Commission
on September 15, 1999.
Excelsior Funds is in the process of filing an N-
8f application to deregister with the Securities
and Exchange Commission.
Sub-Item 77Q1(a): Copies of any material amendments to the
registrant's charter or bylaws
(1) Excelsior Funds, Inc. filed Articles Supplementary to its
Charter with the Maryland Department of Assessment and Taxation
on January 3, 2000, classifying the following additional
authorized but unissued and unclassified shares as follows:
500,000,000 authorized but unissued and currently
unclassified shares of Common Stock (of the par value of One
Mill ($.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000)), into a separate
series to be known as Class C Common Stock - Special Series
2;
500,000,000 authorized but unissued and currently
unclassified shares of Common Stock (of the par value of One
Mill ($.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000)), into a separate
series to be known as Class N Common Stock - Special Series
2;
500,000,000 authorized but unissued and currently
unclassified shares of Common Stock (of the par value of One
Mill ($.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000)), into a separate
series to be known as Class T Common Stock - Special Series
2; and
500,000,000 authorized but unissued and currently
unclassified shares of Common Stock (of the par value of One
Mill ($.001) per share and of the aggregate par value of
Five Hundred Thousand Dollars ($500,000)) be, and hereby
are, classified into a separate series to be known as Class
U Common Stock - Special Series 2.
The information required by Sub-Item 77Q1(a) is incorporated
by reference to Exhibit (a)(15) of Post-Effective Amendment No.
35 to Registrant's Registration Statement on Form N-1A filed on
January 4, 2000.
(2) Excelsior Funds, Inc. filed Articles Supplementary to its
Charter with the Maryland Department of Assessment and Taxation
on March 7, 2000, classifying the following additional authorized
but unissued and unclassified shares as follows:
Five Hundred Million (500,000,000) shares of the Company's
authorized but unissued and unclassified shares of capital
stock, as Class X Common Stock, of the par value of One Mill
($.001) per share and the aggregate par value of Five
Hundred Thousand Dollars ($500,000).
The information required by Sub-Item 77Q1(a) is incorporated
by reference to Exhibit (a)(15) of Post-Effective Amendment No.
38 to Registrant's Registration Statement on Form
N-1A filed on May 26, 2000.
Sub-Item 77Q1(g): Copies of any merger or consolidation
agreement
The Agreement and Plan of Reorganization dated October 15,
1999 relating to the reorganization of the Institutional Money
Fund of Excelsior Funds into Excelsior Funds, Inc.'s Money Fund
is incorporated by reference to Appendix A of the Combined
Prospectus/Proxy Statement of Excelsior Funds, Inc. (File Nos. 2-
92655; 811-4088), as filed with the Securities and Exchange
Commission on September 15, 1999.
(..continued)
(continued.)
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