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Exhibit (a)(18)
EXCELSIOR FUNDS, INC.
ARTICLES SUPPLEMENTARY
Excelsior Funds, Inc., a Maryland corporation having its principal
office in the City of Baltimore, Maryland (hereinafter called the "Company"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: Pursuant to Section 2-208 of the Maryland General Corporation
Law, the Board of Directors of the Company has classified 500,000,000 of the
unissued shares of the Company's Common Stock pursuant to the following
resolutions:
RESOLVED, that pursuant to authority expressly given to the Company's
Board of Directors in Article IV of the Company's Charter, the Board hereby
reclassifies:
Five Hundred Million (500,000,000) of the Company's authorized but
unissued shares of the Company, aggregate par value Five Hundred
Thousand Dollars ($500,000), as Class E Common Stock;
FURTHER RESOLVED, that shares of Class E Common Stock shall represent
interests in shares of the Biotechnology Fund;
FURTHER RESOLVED, that each share of Class E Common Stock shall have
all the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemptions as set forth in the Company's Charter;
FURTHER RESOLVED, that the resolutions previously adopted by the Board
with respect to Class E Common Stock are hereby recinded and of no further
force or effect.
SECOND: The shares of Class E Common Stock of the Company classified
pursuant to the resolutions set forth in Article FIRST of these Articles
Supplementary have been classified by the Company's Board of Directors under the
authority contained in the Charter of the Company.
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THIRD: These Articles Supplementary do riot increase the total number
of shares that the Company is authorized to issue or the aggregate par value
thereof. The total number of shares of capital stock which the Company is
presently authorized to issue remains Thirty-Five Billion (35,000,000,000)
shares of capital stock of the par value of One Mill ($0.001) per share and of
the aggregate par value of Thirty-Five Million Dollars ($35,000,000), classified
or remaining unclassified as follows:
Class A Common Stock: Three Billion (3,000,000,000) shares of capital
stock of the Company of the par value of One Mill ($0.001) per share and
of the aggregate par value of Three Million Dollars ($3,000,000);
Class A Common Stock -- Special Series 1: One Billion (1,000,000,000)
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of One Million Dollars
($1,000,000);
Class B Common Stock: Three Billion (3,000,000,000) shares of capital
stock of the Company of the par value of One Mill ($0.001) per share and of
the aggregate par value of Three Million Dollars ($3,000,000);
Class B Common Stock -- Special Series 1: One Billion (1,000,000,000)
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of One Million Dollars
($1,000,000);
Class C Common Stock: Seven Hundred Fifty Million (750,000,000) shares
of capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Seven Hundred Fifty Thousand
Dollars ($750,000);
Class C Common Stock-- Special Series 1: One Billion (1,000,000,000)
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of One Million Dollars
($1,000,000);
Class C Common Stock -- Special Series 2: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class D Common Stock: Three Hundred Seventy Five Million (375,000,000)
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Three Hundred Seventy
Five Thousand Dollars ($375,000);
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Class D Common Stock -- Special Series 1: Three Hundred Seventy Five
Million (375,000,000) shares of capital stock of the Company of the par
value of One Mill ($0.001) per share and of the aggregate par value of
Three Hundred Seventy Five Thousand Dollars ($375,000);
Class E Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class F Common Stock: Three Hundred Seventy Five Million (375,000,000)
shares of capital stock of the Company of the par value of One Mill
($0.001) per share and of the aggregate par value of Three Hundred Seventy
Five Thousand Dollars ($375,000);
Class F Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class G Common Stock: Two Billion (2,000,000,000) shares of capital
stock of the Company of the par value of One Mill ($0.001) per share and of
the aggregate par value of Two Million Dollars ($2,000,000);
Class G Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class H Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class H Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class I Common Stock: Five Hundred Million (500,00O,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class I Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class J Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
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Class J Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class K Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class K Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class L Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class L Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class M Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class M Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.00 1) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class N Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class N Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class N Common Stock -- Special Series 2: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class O Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
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Class O Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class P Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class P Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class Q Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class Q Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class R Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class R Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class S Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class S Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class T Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class T Common Stock -- Special Series 1: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
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Class T Common Stock -- Special Series 2: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class U Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class U Common Stock-- Special Series 2: Five Hundred Million
(500,000,000) shares of capital stock of the Company of the par value of
One Mill ($0.001) per share and of the aggregate par value of Five Hundred
Thousand Dollars ($500,000);
Class V Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000);
Class W Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000); and
Class X Common Stock: Five Hundred Million (500,000,000) shares of
capital stock of the Company of the par value of One Mill ($0.001) per
share and of the aggregate par value of Five Hundred Thousand Dollars
($500,000).
The total number of authorized and unclassified shares of capital stock of
the Company remaining after the actions described above is Three Billion Six
Hundred Twenty-Five Million (3,625,000,000) shares of capital stock of the par
value of One Mill ($0.001) per share and of the aggregate par value of Three
Million Six Hundred Twenty-Five Thousand Dollars ($3,625,000).
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IN WITNESS WHEREOF, Excelsior Funds, Inc. has caused these presents to be
signed in its name and on its behalf by its President and attested to by its
Assistant Secretary as of December __, 2000
EXCELSIOR FUNDS, INC.
By:
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Frederick S. Wonham
President
WITNESS:
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Michael P. Malloy
Assistant Secretary
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CERTIFICATE
THE UNDERSIGNED, President of EXCELSIOR FUNDS, INC., who executed on
behalf of said Corporation the attached Articles Supplementary of said
Corporation, of which this Certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the attached Articles Supplementary
to be the corporate act of said Corporation, and certifies that to the best of
his knowledge, information and belief the matters and facts set forth in the
attached Articles Supplementary with respect to authorization and approval are
true in all material respects under the penalties for perjury.
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Frederick S. Wonham
President
Dated as of: December __, 2000
