<PAGE>
As filed with the Securities and Exchange Commission on December 27, 2000
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|
Post-Effective Amendment No. 42 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 |X|
Amendment No. 44 |X|
Excelsior Funds, Inc.
(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 LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103-6996
(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)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) 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.
Title of Securities being Registered: Shares of Common Stock.
<PAGE>
EXCELSIOR FUNDS, INC.
FORM N-1A
---------
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) (1) Articles of Incorporation of Registrant dated August 1, 1984
(4).
(2) Articles Supplementary of Registrant dated October 29, 1985
(4).
(3) Articles Supplementary of Registrant dated September 30,
1986 (4).
(4) Articles Supplementary of Registrant dated April 10, 1987
(4).
(5) Articles Supplementary of Registrant dated April 27, 1990
(4).
(6) Articles Supplementary of Registrant dated October 26, 1990
(4)
(7) Articles Supplementary of Registrant dated January 29, 1991
(4).
(8) Articles Supplementary of Registrant dated December 23, 1992
(4)
(9) Articles Supplementary of Registrant dated August 31, 1995
(1).
(10) Articles Supplementary of Registrant dated December 28, 1995
(1).
(11) Articles Supplementary of Registrant dated September 11,
1997 (3).
(12) Articles Supplementary of Registrant dated December 22, 1997
(4).
(13) Articles Supplementary of Registrant dated November 13, 1998
(5).
(14) Articles of Amendment of Registrant dated July 1, 1999 (8).
(15) Articles Supplementary of Registrant dated January 3, 2000
(8).
(16) Articles Supplementary of Registrant dated March 7, 2000
(12).
(17) Articles Supplementary of Registrant dated July 18, 2000
(13).
(18) Form of Articles Supplementary of Registrant dated
December __, 2000 (15).
<PAGE>
(b) (1) Amended and Restated By-Laws of Registrant dated
February 2, 1995 (3).
(2) Amendment No. 1 to Amended and Restated By-Laws of
Registrant dated May 16, 1997 (3).
(c) (1) Articles VI, VII, VIII and X of Registrant's Articles of
Incorporation dated August 1, 1984 (4).
(2) Articles I, II, IV and VI of Registrant's Amended and
Restated By-Laws dated February 2, 1995 (3).
(d) (1) Investment Advisory Agreement among Registrant, U.S.
Trust Company and United States Trust Company of New York
dated May 31, 2000 with respect to the Latin America,
Pacific/Asia, Pan European, Emerging Markets and
International Funds (13).
(2) Investment Advisory Agreement among Registrant, U.S.
Trust Company and United States Trust Company of New York
dated May 31, 2000 with respect to the Money, Government
Money, Blended Equity, Small Cap, Energy and Natural
Resources, Value and Restructuring, Treasury Money, Managed
Income, Short-Term Government Securities, Intermediate-Term
Managed Income, Real Estate and Large Cap Growth Funds (13).
(3) Investment Advisory Agreement among Registrant, U.S.
Trust Company and United States Trust Company of New York
dated May 31, 2000 with respect to the Technology Fund (13).
(4) Form of Amendment No. 1 to the Investment Advisory
Agreement among Registrant, U.S. Trust Company and United
States Trust Company of New York, with respect to the
Biotechnology Fund (15).
(e) (1) Amended and Restated Distribution Contract dated July
31, 1998 between the Registrant and Edgewood Services, Inc.
(5).
(2) Exhibit A dated March 31, 2000 to the Amended and
Restated Distribution Contract (adding the Technology Fund)
(13).
(3) Form of Exhibit A to the Amended and Restated
Distribution Contract (adding the Biotechnology Fund) (15).
(f) None.
(g) (1) Custody Agreement between the Registrant and The Chase
Manhattan Bank dated September 1, 1995 (as amended and
restated on August 1, 1997) (3).
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<PAGE>
(2) Amendment No. 1 dated May 22, 1998 to the Custody
Agreement dated September 1, 1995 (as amended and restated
on August 1, 1997) between the Registrant and The Chase
Manhattan Bank (5).
(3) Amendment No. 2 dated May 22, 1998 to the Custody
Agreement dated September 1, 1995 (as amended and restated
on August 1, 1997, between the Registrant and The Chase
Manhattan Bank (5).
(4) Amendment No. 3 dated July 31, 1998 to the Custody
Agreement dated September 1, 1995 (as amended and restated
on August 1, 1997) between the Registrant and The Chase
Manhattan Bank (5).
(5) Amended Exhibit A dated November 28, 1997 to the Custody
Agreement dated September 1, 1995 (as amended and restated
on August 1, 1997) (4).
(6) Amended Exhibit A to the Custody Agreement dated
September 1, 1995 (as amended and restated on August 1,
1997) adding the Technology Fund (15).
(7) Form of Amended Exhibit A to the Custody Agreement dated
September 1, 1995 (as amended and restated on August 1,
1997) adding the Biotechnology Fund (15).
(h) (1) Amended and Restated Administration Agreement dated July
31, 1998 among the Registrant, Chase Global Funds Services
Company, Federated Administrative Services and U.S. Trust
Company of Connecticut (5).
(2) Exhibit A to the Amended and Restated Administration
Agreement dated July 31, 1998 among the Registrant, Chase
Global Funds Services Company, Federated Administrative
Services and U.S. Trust Company (adding the Technology Fund)
(15).
(3) Exhibit B to the Amended and Restated Administration
Agreement dated July 31, 1998 among the Registrant, Chase
Global Funds Services Company, Federated Administrative
Services and U.S. Trust Company (adding the Technology Fund)
(15).
(4) Form of Exhibit A to the Amended and Restated
Administration Agreement dated July 31, 1998 among the
Registrant, Chase Global Funds Services Company, Federated
Administrative Services and U.S. Trust Company (adding the
Biotechnology Fund) (15).
(5) Form of Exhibit B to the Amended and Restated
Administration Agreement dated July 31, 1998 among the
Registrant, Chase Global Funds
-3-
<PAGE>
Services Company, Federated Administrative Services and U.S.
Trust Company (adding the Biotechnology Fund) (15).
(6) Assumption Agreement dated July 31, 2000 between
Federated Services Company and the Registrant (14).
(7) Amended and Restated Mutual Funds Transfer Agency
Agreement dated as of July 31, 1998 between the Registrant
and United States Trust Company of New York (5).
(8) Letter Agreement dated September 11, 1997 with respect
to the Mutual Funds Transfer Agency Agreement dated
September 1, 1995 (4).
(9) Letter Agreement dated November 14, 1997 with respect to
the Mutual Funds Transfer Agency Agreement dated September
1, 1995 (4).
(10) Letter Agreement dated March 31, 2000 with respect to
the Amended and Restated Mutual Funds Transfer Agency
Agreement dated July 31, 1998 (13).
(11) Form of Letter Agreement with respect to the Amended
and Restated Mutual Funds Transfer Agency Agreement dated
July 31, 1998 (adding the Biotechnology Fund ) (15).
(12) Amended and Restated Mutual Funds Sub-Transfer Agency
Agreement dated as of July 31, 1998 between United States
Trust Company of New York and Chase Global Funds Services
Company (5).
(13) Letter Agreement dated September 11, 1997 with respect
to the Mutual Funds Sub-Transfer Agency Agreement dated
September 1, 1995 (4).
(14) Letter Agreement dated November 14, 1997 with respect
to the Mutual Funds Sub-Transfer Agency Agreement dated
September 1, 1995 (4).
(15) Letter Agreement dated March 31, 2000 with respect to
the Mutual Funds Sub-Transfer Agency Agreement dated July
31, 1998 (13).
(16) Form of Letter Agreement with respect to the Mutual
Funds Sub-Transfer Agency Agreement dated July 31, 1998
(adding the Biotechnology Fund) (15).
(17) Amended and Restated Administrative Services Plan and
Related Form of Shareholder Servicing Agreement (3).
(18) Administrative Services Plan and Related Form of
Servicing Agreement with Respect to the Institutional Shares
of the Money Fund (7).
-4-
<PAGE>
(19) Administrative Services Plan and Related Form of
Servicing Agreement with Respect to the Institutional Shares
of the Government Money Fund (12).
(20) Administrative Services Plan and Related Form of
Servicing Agreement with Respect to the Advisor Shares Class
of the Value and Restructuring, Large Cap Growth, Blended
Equity and Intermediate-Term Managed Income Funds (8).
(21) Revised Appendix A to the Shareholder Servicing
Agreement (adding the Technology Fund) (9).
(22) Form of Revised Appendix A to the Shareholder Servicing
Agreement (adding the Biotechnology Fund) (15).
(23) Credit Agreement dated December 27, 1999 by and among
Registrant, Excelsior Tax-Exempt Funds, Inc., Excelsior
Institutional Trust, The Chase Manhattan Bank and the other
lenders thereunder (8).
(24) Waiver and Reimbursement Agreement among Registrant,
United States Trust Company of New York and U.S. Trust
Company dated July 28, 2000 (13).
(25) Form of Waiver and Reimbursement Agreement among
Registrant, United States Trust Company of New York and U.S.
Trust Company dated December 20, 2000 (15).
(i) Opinion of Counsel (14).
(j) (1) None.
(2) None.
(k) None.
(l) (1) Purchase Agreement between Registrant and Shearson
Lehman Brothers Inc. dated February 6, 1985 (4).
(2) Purchase Agreement between Registrant and UST
Distributors, Inc. dated December 29, 1992 (4).
(3) Purchase Agreement between Registrant and Edgewood
Services, Inc. dated November 17, 1995 (1).
(4) Purchase Agreement between Registrant and Edgewood
Services, Inc. dated September 25, 1997 (3).
(5) Purchase Agreement between Registrant and Edgewood
Services, Inc. dated December 30, 1997 (4).
(6) Form of Purchase Agreement between Registrant and
Edgewood Services, Inc. (Advisor Shares) (8).
-5-
<PAGE>
(7) Purchase Agreement between Registrant and Edgewood
Services, Inc. dated March 31, 2000 on behalf of the
Technology Fund (13).
(8) Form of Purchase Agreement between Registrant and
Edgewood Services, Inc. on behalf of the Biotechnology Fund
(15).
(m) Distribution Plan and Related Form of Distribution Agreement
relating to Advisor Shares of the Value and Restructuring,
Blended Equity, Large Cap Growth and Intermediate-Term
Managed Income Funds (8).
(n) Amended and Restated Plan Pursuant to Rule 18f-3 for
Operation of a Multi-Class System (15).
(o) (1) Code of Ethics of Registrant (13).
(2) Code of Ethics of U.S. Trust Corporation (including U.S.
Trust Company and United States Trust Company of New York)
(12).
(3) Code of Ethics of Edgewood Services, Inc. (12).
Notes:
-----
(1) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 23 to its Registration Statement on Form N-1A filed July 31, 1996.
(2) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 29 to its Registration Statement on Form N-1A filed July 31, 1997.
(3) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 30 to its Registration Statement on Form N-1A filed October 8, 1997.
(4) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 31 to its Registration Statement on Form N-1A filed March 13, 1998.
(5) Incorporated herein by reference to Registrant's Registration Statement on
Form N-14 filed April 5, 1999.
(6) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 33 to its Registration Statement on Form N-1A filed May 28, 1999.
(7) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 34 to its Registration Statement on Form N-1A filed July 29, 1999.
(8) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 35 to its Registration Statement on Form N-1A filed January 4, 2000.
(9) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 36 to its Registration Statement on Form N-1A filed February 8, 2000.
-6-
<PAGE>
(10) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 37 to its Registration Statement on Form N-1A filed March 29, 2000.
(11) Incorporated herein by reference to Registrant's Definitive Proxy Statement
pursuant to Section 14 (a) of the Securities and Exchange Act of 1934 filed
March 22, 2000.
(12) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 38 to its Registration Statement on Form N-1A filed May 26, 2000.
(13) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 40 to its Registration Statement on Form N-1A filed on July 28, 2000.
(14) Incorporated herein by reference to Registrant's Post-Effective Amendment
No. 41 to its Registration Statement on Form N-1A filed on October 6, 2000.
(15) Filed herewith.
Item 24. Persons Controlled By or Under
Common Control with Registrant
------------------------------
Registrant is controlled by its Board of Directors.
Item 25. Indemnification
---------------
Article VII, Section 3 of Registrant's Articles of Incorporation,
incorporated herein by reference to Exhibit (a)(1) hereto, and Article VI,
Section 2 of Registrant's Amended and Restated Bylaws, incorporated herein by
reference to Exhibit (b)(1) hereto, provide for the indemnification of
Registrant's directors and officers. Indemnification of Registrant's principal
underwriter, custodian, transfer agent and co-administrators is provided for,
respectively, in Section 1.11 of the Amended and Restated Distribution Contract
incorporated herein by reference to Exhibit (e) hereto, Section 12 of the
Custody Agreement incorporated herein by reference to Exhibit (g)(1) hereto,
Section 7 of the Amended and Restated Mutual Funds Transfer Agency Agreement
incorporated herein by reference to Exhibit (h)(5) hereto, and Section 6 of the
Amended and Restated Administration Agreement incorporated herein by reference
to Exhibit (h)(1) hereto. Registrant has obtained from a major insurance carrier
a directors' and officers' liability policy covering certain types of errors and
omissions. In no event will Registrant indemnify any of its directors, officers,
employees, or agents against any liability to which such person would otherwise
be subject by reason of his willful misfeasance, bad faith, gross negligence in
the performance of his duties, or by reason of his reckless disregard of the
duties involved in the conduct of his office or arising under his agreement with
Registrant. Registrant will comply with Rule 484 under the Securities Act of
1933 and Release No. 11330 under the Investment Company Act of 1940 in
connection with any indemnification.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In
-7-
<PAGE>
the event that a claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a director, officer,
or controlling person of Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 26. Business and Other Connections of the Investment Adviser
--------------------------------------------------------
(a) U.S. Trust Company:
U.S. Trust Company ("U.S. Trust") is a Connecticut state bank and
trust company located in Stamford, Connecticut. Set forth below are the names
and principal businesses of the directors and certain senior executive officers
of U.S. Trust, including those who are engaged in any other business,
profession, vocation or employment of a substantial nature.
Position
with U.S. Principal Type of
Trust Name Occupation Business
----- ---- ---------- --------
Director Tucker H. Warner Co-Founder, Consulting Firm
The Nutmeg Financial Partner &
Group, LLC Director
1157 Highland Avenue
West Cheshire, CT 06903
Director Thomas C. Clark Managing Director, Asset Management,
United States Trust United States Trust Investment and
Company of New York Company of New York Fiduciary Services
11 West 54th Street
New York, NY 10019
-8-
<PAGE>
Position
with U.S. Principal Type of
Trust Name Occupation Business
----- ---- ---------- --------
Director, Maribeth S. Rahe Vice Chairman, Asset Management,
Chairman United States Trust United States Trust Investment and
of Board Company of New York Company of New York Fiduciary Services
114 West 47th Street
New York, NY 10036
Director Frederick B. Taylor Vice Chairman, Asset Management,
United States Trust United States Trust Investment and
Company of New York Company of New York Fiduciary Services
114 West 47th Street
New York, NY 10036
Director Robert C. Bodine Chairman Asset Management,
U.S. Trust Company Investment and
100 West Lancaster Avenue Fiduciary Services
Suite 200
Wayne, PA 19087
Director Howard E.N. Wilson Chairman Asset Management,
U.S. Trust Company Investment and
100 West Lancaster Avenue Fiduciary Services
Suite 200
Wayne, PA 19087
Director Kenneth G. Walsh Executive Vice Asset Management,
United States Trust President, Investment and
Company of New York United States Fiduciary Services
114 West 47th Street Trust Company of
New York, NY 10036 New York
Director, William V. Ferdinand Managing Director Asset Management,
Managing U.S. Trust Company & CIO Fiduciary Services
Director & 225 High Ridge Road & Private Banking
CIO, CT Stamford, CT 06905
Offices
Director, W. Michael Funck President & CEO Asset Management,
President & U.S. Trust Company Fiduciary Services
CEO, CT 225 High Ridge Road & Private Banking
Offices Stamford, CT 06905
-9-
<PAGE>
(b) United States Trust Company of New York:
United States Trust Company of New York ("U.S. Trust NY") is a
full-service state-chartered bank located in New York, New York. Set forth below
are the names and principal businesses of the trustees and certain senior
executive officers of U.S. Trust NY, including those who are engaged in any
other business, profession, vocation, or employment of a substantial nature.
Position
with U.S. Principal Type of
Trust NY Name Occupation Business
--------- ---- ---------- --------
Director Eleanor Baum Dean of School Academic
4 Arleigh Road of Engineering,
Great Neck, NY 11021 The Cooper Union for
the Advancement of
Science & Art
Director Samuel C. Butler Partner in Cravath, Law Firm
Cravath, Swaine Swaine & Moore
& Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Director Peter O. Crisp Retired Chairman of Venture
103 Horseshoe Road Venrock, Inc. Capital
Mill Neck, NY 11765
Director Antonia M. Grumbach Partner in Patterson, Law Firm
Patterson, Belknap, Belknap, Webb
Webb & Tyler, LLP & Tyler
1133 Avenue of the
Americas
New York, NY 10036
Director, H. Marshall Schwarz Chairman of the Asset Management,
Chairman United States Trust Board & Chief Investment and
of the Board Company of New York Executive Officer of Fiduciary Services
and Chief 114 West 47th Street U.S. Trust Corp. and
Executive New York, NY 10036 U.S. Trust Company of
Officer New York
-10-
<PAGE>
<TABLE>
<CAPTION>
Position
with U.S. Principal Type of
Trust Name Occupation Business
----- ---- ---------- --------
<S> <C> <C> <C>
Director Philippe de Montebello Director of the Art Museum
The Metropolitan Museum Metropolitan
of Art Museum of Art
1000 Fifth Avenue
New York, NY 10028-0198
Director John H. Stookey
Chairman of Petrochemicals and Suburban Propane Pts. Suburban Propane Pts
Propane
P.O. Box 455
Sheffield, MA 01257
Director Robert N. Wilson Vice Chairman of Health Care
Johnson & Johnson the Board of Johnson Products
One Johnson & & Johnson
Johnson Plaza
New Brunswick, NJ 08933
Director Peter L. Malkin Chairman of Law Firm
Wien & Malkin LLP Wien & Malkin LLP
Lincoln Building
60 East 42nd Street
New York, NY 10165
Director David A. Olsen Retired Chairman of Risk & Insurance
1120 Park Avenue Johnson & Higgins Services
New York, NY 10128
Director Ruth A. Wooden President and CEO of Not-for-Profit
60 Gramercy Park North National Parenting
Apt. 2M Association
New York, NY 10016
Executive Paul K. Napoli Executive Asset Management,
Vice United States Trust Vice President of Investment and
President Company of New York U.S. Trust Corporation Private Banking
114 West 47th Street and United States Trust Fiduciary Services
New York, NY 10036 Company of New York
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Position
with U.S. Principal Type of
Trust Name Occupation Business
----- ---- ---------- --------
<S> <C> <C> <C>
Director and Maribeth S. Rahe Vice Chairman Asset Management,
Vice Chair- United States Trust of U.S. Trust Corporation Investment and
man Company of New York and United States Trust Fiduciary Services
114 West 47th Street Company of New York
New York, NY 10036
Director, Frederick B. Taylor Vice Chairman and Asset Management,
Vice Chair- United States Trust Chief Investment Of- Investment and
man and Company of New York ficer of U.S. Trust Fiduciary Services
Chief Invest- 114 West 47th Street Corporation and United
ment Officer New York, NY 10036 States Trust Company
of New York
Director, Jeffrey S. Maurer President and Asset Management,
President, United States Trust Chief Operating Investment and
and Chief Company of New York Officer of U.S. Trust Fiduciary Services
Operating 114 West 47th Street Corporation and United
Officer New York, NY 10036 States Trust Company of
New York
Executive John L. Kirby Executive Asset Management,
Vice United States Trust Vice President and Investment and
President Company of New York Chief Financial Fiduciary Services
and Chief 114 West 47th Street Officer of U.S. Trust
Financial New York, NY 10036 Corporation and United
Officer States Trust Company of
New York
Executive Kenneth G. Walsh Executive Asset Management,
Vice United States Trust Vice President of Investment and
President Company of New York U.S. Trust Corporation Fiduciary Services
114 West 47th Street and United States Trust
New York, NY 10036 Company of New York
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
Position
with U.S. Principal Type of
Trust Name Occupation Business
----- ---- ---------- --------
<S> <C> <C> <C>
Director Philip L. Smith Corporate Director and Consumer Goods
P.O. Box 386 Trustee
Ponte Verde Beach, FL 32004
Director Robert E. Denham Partner in Manger, Tolls Law Firm
Manger, Tolls & & Olson LLP
Olson LLP
355 South Grand Avenue
35th Floor
Los Angeles, CA 90071-1560
Director Carl H. Pforzheimer, II Managing Partner Broker-Dealer,
Carl H. Pforzheimer & Co. Investment
650 Madison Avenue Adviser
23rd Floor
New York, NY 10022
Executive John M. Deignan Executive Investment
Vice United States Trust Vice President Management and
President Company of New York Fiduciary Services;
114 West 47th Street Private Banking
New York, NY 10036
</TABLE>
-13-
<PAGE>
Item 27. Principal Underwriter
(a) Edgewood Services, Inc., the Distributor for shares of the
Registrant, also acts as principal underwriter for the following open-end
investment companies: Excelsior Tax-Exempt Funds, Inc., Excelsior Institutional
Trust, FTI Funds, Great Plains Funds, Old Westbury Funds, Inc., The Riverfront
Funds, Robertsons Stephens Investment Trust and WesMark Funds.
(b) Names and Principal Positions and Offices with Offices with
Business Addresses The Distributor Registrant
------------------ --------------- ----------
Lawrence Caracciolo Director and President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002
Arthur L. Cherry Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002
J. Christopher Donahue Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002
Ernest L. Linane Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002
Christine T. Johnson Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002
Denis McAuley, III Treasurer, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002
Timothy S. Johnson Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002
Victor R. Siclari Assistant Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002
(c) Not Applicable.
-14-
<PAGE>
Item 28. Location of Accounts and Records
--------------------------------
1. United States Trust Company of New York, 114 W. 47th Street, New
York, NY 10036 (records relating to its functions as investment adviser and
transfer agent).
2. U.S. Trust Company, 225 High Ridge Road, East Building, Stamford,
Connecticut 06905 (records relating to its function as investment adviser and
co-administrator).
3. Edgewood Services, Inc., Clearing Operations, 5800 Corporate Drive,
Pittsburgh, PA 15237-5829 (records relating to its function as distributor).
4. Chase Global Funds Services Company, 73 Tremont Street, Boston,
Massachusetts 02108-3913 (records relating to its function as co-administrator
and sub-transfer agent).
5. Federated Services Company, Federated Investors Tower, Pittsburgh,
PA 15222-3799 (records relating to its function as co-administrator).
6. The Chase Manhattan Bank, 3 Chase MetroTech Center, 8th Floor,
Brooklyn, NY 11245 (records relating to its function as custodian).
7. Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry
Streets, Philadelphia, Pennsylvania 19103-6996 (Registrant's Articles of
Incorporation, Bylaws, and Minute Books).
Item 29. Management Services
-------------------
Not Applicable.
Item 30. Undertakings
------------
Not Applicable.
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 (the "1933
Act") and the Investment Company Act of 1940, Excelsior Funds, Inc. certifies
that it meets all of the requirements for effectiveness of this registration
statement under Rule 485(b) under the 1933 Act and has duly caused this
Post-Effective Amendment No. 42 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
December, 2000.
EXCELSIOR FUNDS, INC.
Registrant
* Frederick S. Wonham
---------------------
Frederick S. Wonham, President and Treasurer
(Signature and Title)
Pursuant to the requirements of the 1933 Act, this Post-Effective
Amendment No. 42 to Excelsior Funds, Inc.'s Registration Statement on Form N-1A
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
* Frederick S. Wonham Chairman of the Board, December 27, 2000
--------------------- President and Treasurer
Frederick S. Wonham
* Joseph H. Dugan Director December 27, 2000
-----------------
Joseph H. Dugan
*Morrill Melton Hall Director December 27, 2000
--------------------
Morrill Melton Hall
* Wolfe J. Frankl Director December 27, 2000
-----------------
Wolfe J. Frankl
* Robert A. Robinson Director December 27, 2000
--------------------
Robert A. Robinson
* Alfred Tannachion Director December 27, 2000
-------------------
Alfred Tannachion
* Jonathan Piel Director December 27, 2000
---------------
Jonathan Piel
*Rodman L. Drake Director December 27, 2000
----------------
Rodman L. Drake
*By: /s/ W. Bruce McConnel
--------------------------------------------
W. Bruce McConnel, Attorney-in-Fact
<PAGE>
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR INSTITUTIONAL TRUST
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Frederick S. Wonham 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
director/trustee or officer, or both, to execute amendments to Excelsior Funds,
Inc.'s, Excelsior Tax-Exempt Funds, Inc.'s and Excelsior Institutional Trust'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 said attorney
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 said attorney may
lawfully do or cause to be done by virtue hereof.
Dated: May 19, 2000 /s/ Alfred C. Tannachion
------------------------
Alfred C. Tannachion
<PAGE>
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR INSTITUTIONAL TRUST
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Frederick S. Wonham 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
director/trustee or officer, or both, to execute amendments to Excelsior Funds,
Inc.'s, Excelsior Tax-Exempt Funds, Inc.'s and Excelsior Institutional Trust'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 30, 2000 /s/ Mel Hall
------------
Mel Hall
<PAGE>
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR INSTITUTIONAL TRUST
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Frederick S. Wonham 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
director/trustee or officer, or both, to execute amendments to Excelsior Funds,
Inc.'s, Excelsior Tax-Exempt Funds, Inc.'s and Excelsior Institutional Trust'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: May 19, 2000 /s/ Joseph H. Dugan
-------------------
Joseph H. Dugan
<PAGE>
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR INSTITUTIONAL TRUST
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Frederick S. Wonham 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
director/trustee or officer, or both, to execute amendments to Excelsior Funds,
Inc.'s, Excelsior Tax-Exempt Funds, Inc.'s and Excelsior Institutional Trust'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: May 19, 2000 /s/ Robert A. Robinson
----------------------
Robert A. Robinson
<PAGE>
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR INSTITUTIONAL TRUST
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Frederick S. Wonham 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
director/trustee or officer, or both, to execute amendments to Excelsior Funds,
Inc.'s, Excelsior Tax-Exempt Funds, Inc.'s and Excelsior Institutional Trust'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: May 19, 2000 /s/ Wolfe J. Frankl
-------------------
Wolfe J. Frankl
<PAGE>
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR INSTITUTIONAL TRUST
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints W.
Bruce McConnel, III 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 director/trustee or officer, or both, to execute
amendments to Excelsior Funds, Inc.'s, Excelsior Tax-Exempt Funds, Inc.'s and
Excelsior Institutional Trust'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 said attorney 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 said attorney may lawfully do or cause to be done by
virtue hereof.
Dated: May 19, 2000 /s/ Frederick S. Wonham
-----------------------
Frederick S. Wonham
<PAGE>
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR INSTITUTIONAL TRUST
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Frederick S. Wonham 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
director/trustee or officer, or both, to execute amendments to Excelsior Funds,
Inc.'s, Excelsior Tax-Exempt Funds, Inc.'s and Excelsior Institutional Trust'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: May 19, 2000 /s/ Rodman L. Drake
-------------------
Rodman L. Drake
<PAGE>
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR INSTITUTIONAL TRUST
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Frederick S. Wonham 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
director/trustee or officer, or both, to execute amendments to Excelsior Funds,
Inc.'s, Excelsior Tax-Exempt Funds, Inc.'s and Excelsior Institutional Trust'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: May 19, 2000 /s/ Jonathon Piel
-----------------
Jonathan Piel
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
(a)(18) Form of Articles Supplementary of Registrant dated December __, 2000.
(d)(4) Form of Amendment No. 1 to the Investment Advisory Agreement among
Registrant, U.S. Trust Company and United States Trust Company of New
York, with respect to the Biotechnology Fund.
(e)(3) Form of Exhibit A to the Amended and Restated Distribution Contract
(adding the Biotechnology Fund).
(g)(6) Amended Exhibit A to the Custody Agreement dated September 1, 1995 (as
amended and restated on August 1, 1997) adding the Technology Fund.
(g)(7) Form of Amended Exhibit A to the Custody Agreement dated September 1,
1995 (as amended and restated on August 1, 1997) adding the
Biotechnology Fund.
(h)(2) Exhibit A to the Amended and Restated Administration Agreement dated
July 31, 1998 among the Registrant, Chase Global Funds Services
Company, Federated Administrative Services and U.S. Trust Company
(adding the Technology Fund).
(h)(3) Exhibit B to the Amended and Restated Administration Agreement dated
July 31, 1998 among the Registrant, Chase Global Funds Services
Company, Federated Administrative Services and U.S. Trust Company
(adding the Technology Fund).
(h)(4) Form of Exhibit A to the Amended and Restated Administration Agreement
dated July 31, 1998 among the Registrant, Chase Global Funds Services
Company, Federated Administrative Services and U.S. Trust Company
(adding the Biotechnology Fund).
(h)(5) Form of Exhibit B to the Amended and Restated Administration Agreement
dated July 31, 1998 among the Registrant, Chase Global Funds Services
Company, Federated Administrative Services and U.S. Trust Company
(adding the Biotechnology Fund).
(h)(11) Form of Letter Agreement with respect to the Amended and Restated
Mutual Funds Transfer Agency Agreement dated July 31, 1998 (adding the
Biotechnology Fund).
<PAGE>
(h)(16) Form of Letter Agreement with respect to the Mutual Funds Sub-Transfer
Agency Agreement dated July 31, 1998 (adding the Biotechnology Fund)
(h)(22) Form of Revised Appendix A to the Shareholder Servicing Agreement
(adding the Biotechnology Fund).
(h)(25) Form of Waiver and Reimbursement Agreement among Registrant, United
States Trust Company of New York and U.S. Trust Company dated December
20, 2000.
(l)(8) Form of Purchase Agreement between Registrant and Edgewood Services,
Inc. on behalf of the Biotechnology Fund.
(n) Amended and Restated Plan Pursuant to Rule 18f-3 for Operation of a
Multi-Class System.
