US SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and Address of Issuer:
Excelsior Funds
6 St. James Avenue, 9th Floor
Boston, Massachusetts 02116
2. Name of each series or class of funds for which this notice is filed:
Excelsior Institutional Money Fund
3. Investment Company Act File Number:
811-08132
Securities Act File Number:
33-71306
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
137,581,968 shares $137,581,968
9. Number and aggregate sale price of securities sold during the fiscal year:
7,575,712,521 shares $7,575,712,521
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
7,575,712,521 shares $7,575,712,521
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
10,759,256 shares $10,759,256
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10):
+$7,575,712,521
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +$ 10,759,256
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable):
-$7,931,293,122
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable) + 0
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): $ 0
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): 3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $0.00
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
Signatures
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title)*: John R. Elder
John R. Elder, Treasurer
Date: October 29,1996
*Please print the name and title of the signing officer below the signature.
Excelsior Institutional Trust
October 29, 1996
Excelsior Funds
6 St. James Avenue
Boston, Massachusetts 02116
RE: Rule 24f-2 Notice for Excelsior Funds
(Registration Nos. 33-71306; 811-8132)
Ladies and Gentlemen:
We have acted as counsel to Excelsior Funds (the "Trust"), a Delaware
business trust, in connection with the registration under the Securities Act of
1933, as amended, of shares of the Trust's Institutional Money Fund made
definite in number by the Trust's October 29, 1996 Rule 24f-2 Notice
accompanying this opinion (collectively, the "Shares").
In giving the opinion stated below, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the Trust's
Certificate of Trust, By-Laws, resolutions of its Board of Trustees and such
other documents and legal and factual matters as we have deemed appropriate; and
we have relied upon a certificate of the Trust's sub-transfer agent as to
certain matters including whether during the Trust's fiscal year ended August
31, 1996 the price per Share of the Trust's Shares, for purposes of purchases
and redemptions, was determined as described in the Trust's registration
statement, and whether all purchases and redemptions of such Shares were
effected as described therein.
In giving the opinion stated below, we have assumed:
(i) the valid existence of each party to the documents examined by us under
the laws of the jurisdiction governing its organization;
(ii) that each party has the power and authority to execute and deliver,
and to perform its obligations under, the documents examined by us;
(iii) that each party has duly authorized, executed and delivered the
documents examined by us;
(iv) that the Trust Instrument constitutes the entire agreement among the
parties thereto with respect to the subject matter thereof, including, without
limitation, the creation, operation and termination of the Trust, and that the
Trust Instrument and the Certificate of Trust are in full force and effect and
have not been amended;
(v) that all signatures on documents examined by us are genuine, that all
documents submitted to us as originals are authentic, and that all documents
submitted to us as copies conform with the originals, which facts we have not
independently verified; and
(vi) that the Shares have been issued and paid for in accordance with
authorizations of the Trustees of the Trust under the Trust Instrument and as
contemplated by the Prospectus.
We have relied on an opinion of Richards, Layton & Finger, special Delaware
counsel to the Trust, insofar as our opinion below relates to matters arising
under the laws of the State of Delaware. This opinion is based exclusively on
the Delaware Business Trust Act and the Federal law of the United States of
America.
Based upon the foregoing, it is our opinion that the above-referenced
Shares were, when issued for payment as described in the Trust's Prospectus
pertaining to the Shares, legally issued, fully paid and non-assessable by the
Trust.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Trust's Rule 24f-2 Notice.
Very truly yours,
/S/ Drinker Biddle & Reath
DRINKER BIDDLE & REATH
