===============================================================================
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:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
Excelsior Funds, Inc., Excelsior Tax Exempt Funds Inc.,
Excelsior Institutional Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
-------------------------------------------------------------------------
- -------------------------------------------------------------------------------
GENERIC REGISTERED
TELEPHONE PROXY VOTING SERVICE DIALOGUE
1-800-690-6903
- -------------------------------------------------------------------------------
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
- -------- -------- --------
1 Greeting 1 Hello. Thank you for calling the Telephone Proxy Voting
Service.
Go to dialogue #2.
2 Greeting 2 Press one if you are calling from a touch-tone phone and
have your Proxy Form in front of you.
Enter `1'.
Go to dialogue #3.
Enter invalid response. "Please call back when you have
your Proxy Form. Thank you for calling the Telephone
Proxy Voting Service. This concludes your transaction."
Disconnect.
o When an invalid response of more than 1 digit is entered,
the caller is disconnected without a message.
Enter nothing. "Please call back when you have your Proxy
Form. Thank you for calling the Telephone Proxy Voting
Service. This concludes your transaction."
Disconnect.
3 Let's Begin Let's begin.
Go to dialogue #4.
4 Enter CN Please enter the twelve digit Control Number located on
the _____ of the Proxy Ballot.
Enter 12 valid Control Number digits during or after
dialogue #s 3 & 4.
Go to dialogue #5.
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
- -------- -------- --------
Enter 12 invalid Control Number digits during or after
dialogue #s 3 & 4. "Sorry, your Control Number is
invalid."
Go to dialogue #4.
- A third invalid attempt triggers the "Sorry Problems'
message and disconnects -
Enter 1 to 11 invalid digits/characters during or after
dialogue #s 3 & 4. "Sorry, your input was invalid."
Go to dialogue #4.
- A third invalid attempt triggers the "Sorry Problems'
message and disconnects -
Enter nothing. "I have not received your response." OR
"Sorry, your input was invalid."
Go to dialogue #4.
- A third no response triggers the "Sorry Problems'
message and disconnects -.
5 Thank You Thank you.
When vote is in advance of the meeting date................
Go to dialogue #6.
OR
When vote is on the day of or passed the meeting date......
"Your vote cannot be accepted. It is the day of the
meeting or the vote is late."
Go to dialogue #4.
6 Accept Default If you elect to vote as the Board of Directors recommends,
press one. If you elect to vote on directors and
proposals individually, press two.
Enter `1'.
Go to dialogue #24.
Enter `2'.
Go to dialogue #7.
-2-
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
- -------- -------- --------
Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
Go to dialogue #6.
- A third no response or invalid response triggers the
`Sorry Problems' message and disconnects - .
Dialogues numbered 7(2) through 15 and 19 are only reached when there are nominees to vote on
- and caller elects to vote on directors and proposals individually.
7 Nominee Vote (1)There are zero nominees for this proxy vote.
**Dialogue(2) or Go to dialogue #16
(2)depending on whether OR
there are (2)If you wish to vote for all nominees, press one.
Nominees for this To withhold all nominees, press two.
proxy vote To withhold specific nominees, press three.
Enter `1'.
Go to dialogue #8.
Enter `2'.
Go to dialogue #9.
Enter `3'.
Go to dialogue #10.
Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
Go to dialogue #7.
- A third no response or invalid response triggers the
`Sorry Problems' message and disconnects -.
8 For All Nominees You have voted for all nominees. If this is correct,
press one. If this is not correct, press two.
Enter `1'.
Go to dialogue #16.
-3-
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
- -------- -------- --------
Enter `2'.
Go to dialogue #7.
Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
Go to dialogue #8.
- A third no response or invalid response triggers the
`Sorry Problems' message and disconnects -.
9 Withhold All You have voted to withhold all nominees. If this is
Nominees correct, press one. If this not correct, press two.
Enter `1'.
Go to dialogue #16.
Enter `2'.
Go to dialogue #7.
Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
Go to dialogue #9.
- A third no response or invalid response triggers the
`Sorry Problems' message and disconnects -.
10 Specific Nominee You have chosen to withhold Specific Nominees.
Go to dialogue #11.
11 Enter Nominee Enter the two digit number that is in front of the name of
the nominee you wish to withhold. If you are finished,
enter zero zero.
Enter valid two digit number between 1 and 10.
Go to dialogue #12.
Enter valid two digit number between 1 and 10 that was
previously entered - therefore a duplicate nominee number.
Go to dialogue #13.
-4-
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
- -------- -------- --------
Enter `00'.
Go to dialogue #16.
Enter invalid digit(s).
Go to dialogue #14.
Enter nothing.
Go to dialogue #16.
12 Very Nominee You have entered Nominee Number . . . If this is correct,
press one. If this is not correct, press two.
Enter `1'.
Go to dialogue #15.
Enter `2'.
Go to dialogue #15.
Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
Go to dialogue #12. -- (Only "if .. correct, press one -
if ...not correct, press two" is repeated.)
- A third no response or invalid response triggers the
`Sorry Problems' message and disconnects -.
13 Dup Nominee You have already selected Nominee Number...................
Go to dialogue #15.
14 Invalid Nominee Your entry was invalid. The Nominee Number must be
between one and ten.
Go to dialogue #15.
15 Another Nominee If you wish to withhold another nominee, enter the two
digit number that is in front of the name of the nominee
you wish to withhold. If you are finished, enter zero
zero.
Enter valid two digit number between 1 and 10 to withhold
another nominee.
Go to dialogue #12.
-5-
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
- -------- -------- --------
Enter valid two digit number between 1 and 10 that was
previously entered - therefore a duplicate nominee number.
Go to dialogue #13.
Enter `00'
Go to dialogue #16.
Enter invalid nominee number.
Go to dialogue #14.
Enter nothing.
Go to dialogue #16.
16 Proposal Voting Proxy Voting continues with Proposal Voting.
Go to dialogue #17.
17 Proposal Name We are ready to accept your vote for Proposal...
Go to dialogue #18.
18 Proposal Vote If you are voting for this proposal, press one. If you
are voting against this proposal, press two. If you wish
to abstain, press three.
Enter `1', `2', `3', etc. (proposal numbers may vary) to
vote on a specific proposal.
Go to dialogue #17 to vote on another proposal.
Go to dialogue #19 after all proposals are voted.
Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
Go to dialogue #17.
- A third no response or invalid response triggers the
`Sorry Problems' message and disconnects -.
19 Nominee Vote When there are no nominees.................................
Confirmation Go to dialogue #20
-6-
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
- -------- -------- --------
When there are nominees....................................
You have voted for all Nominees.
OR
You have voted to withhold all Nominees.
OR
You have voted to withhold Nominee.........................
Go to dialogue #20.
20 For Proposal You have voted for Proposal................................
21 Against Proposal You have voted against Proposal............................
22 Abstain Proposal You have voted to abstain from Proposal....................
Dialogues 20, 21, and 22 are repeated until all proposal
votes are verified.
Go to dialogue #23.
23 Confirm Votes If this is correct, press one. If this is not correct,
press two. If you would like your vote repeated to you,
press three.
Enter `1'. "A vote has been recorded for Control Number .
. . ."
Go to dialogue #26.
Enter `2'.
Go to dialogue #6.
- A third entry of this response triggers the `Too Many
Incorrect' message, followed by the `Sorry Problems'
message and disconnects -.
Enter `3'.
Go to dialogue #19.
Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
Go to dialogue #19, 20, 21, 22.
-7-
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
- -------- -------- --------
- A third no response or invalid response triggers `Sorry
Problems' message and disconnects -.
24 Vote Recommend You have elected to vote as the Board of Directors has
recommended.
Go to dialogue #25
25 Board Recommends Recommended elections include a vote to approve all
proposed nominees and a vote for proposals zero one, zero
two, zero four. If this is correct, press one. If this
is not correct, press two. If you would like your vote
repeated to you, press three.
Enter `1'. "A vote has been recorded for Control Number ..... "
Go to dialogue #26.
Enter `2'.
Go to dialogue #6.
- A third entry of this response triggers the `Too Many
Incorrect' message, followed by the `Sorry Problems'
message and disconnects -.
Enter `3'
Go to dialogue #24.
Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
Go to dialogue #24.
- A third no response or invalid response triggers `Sorry
Problems' message and disconnects -.
26 Conclude Business If this concludes your business, press one. If you would
like to vote for another Proxy Election, press two.
Enter `1'
Go to dialogue #27.
-8-
DIALOGUE TYPE OF
NUMBER DIALOGUE DIALOGUE
- ------ -------- --------
Enter `2'
Go to dialogue #27
Enter nothing or an invalid response. "I have not
received your response." OR "Sorry, your input was
invalid."
Go to dialogue #26.
- A third no response or invalid response triggers `Sorry
Problems' message and disconnects -.
27 Record Votes All of your votes have been recorded by the Telephone
Proxy Voting Service. Do not mail in your proxy card.
Keep it as a record of your vote.
Go to dialogue #4. - if voting for another Proxy.
Election based on voter's response to dialogue #26.
Go to dialogue #28. - if not voting for another Proxy
Election based on voter's response to dialogue #26.
28 Thank You Thank you for calling the Telephone Proxy Voting Service.
This concludes your transaction.
Disconnect.
STANDARDS DIALOGUES REPEATED UNDER VARIOUS CONDITIONS
The dialogues below are spoken under various circumstances. Generally, the
"Sorry Problems" dialogue is repeated on the third attempt to get valid
information.
TYPE OF
INSTRUCTION DIALOGUE
- ----------- --------
Sorry Problems We are sorry you are experiencing problems entering your vote.
Please call later and try again.
o NOTE
The "Sorry Problems" dialogue is generally repeated after any
combination of three invalid responses or non responses to a set of
dialogues. This is followed by a disconnection.
-9-
Too Many Incorrects You have made too many incorrect entries. Please call back when you
have the correct information.
o NOTE
The "Too Many Incorrects" dialogue is generally repeated when there are
several changes and inconsistencies responding to a set of dialogues.
This is followed by the "Sorry Problems" dialogue and a disconnection.
Invalid Input Sorry, your input was invalid.
Pause .5 [ 500 ms of silence ] (Amount of pause time permitted between caller's
vote and continuation of telephone dialogue.)
-10-
PROXY VOTE
WELCOME TO PROXYVOTE.COM
- --------------------------------------------------------------------------------
Please select one of the links below ...
If you received your proxy material in the mail, please have your material and
your control number ready.
If you received a notification via e-mail, please have your control number and
Personal Identification Number ready.
- --------------------------------------------------------------------------------
To submit your voting instructions over our secure site, click HERE.
If your browser cannot support secure transactions via SSL encryption, click
HERE.
- ----
- --------------------------------------------------------------------------------
Need to update a security enabled browser? Click HERE.
----
PROXY VOTE
You can submit your proxy voting instructions right over the Internet
It's fast, convenient, and your voting instructions are immediately posted.
If you received notification by postal mail:
1. Read the Proxy Statement. The accompanying Voting Instruction Form or Proxy
Card contains your Control Number.
2. Enter the 12 digit Control Number to access an electronic ballot.
3. Complete the electronic ballot and submit your voting instructions.
4. Provide your E-Mail address if you want confirmation of your voting
instructions.
If you received notification by E-Mail:
1. To access an electronic ballot, enter the 12 digit Control Number contained
in your E-Mail message and the PERSONAL IDENTIFICATION NUMBER (PIN): you
used when you enrolled for electronic delivery.
2. The ballot displayed contains Internet Links to the Proxy Statement and the
Annual Report; read them carefully.
3. Complete the ballot and submit your voting instructions.
Enter your CONTROL NUMBER: ______________ (Please skip any spaces)
Enter your PERSONAL IDENTIFICATION NUMBER (PIN): ____________ (Required for the
E-Mail option only)
Click to Continue
- --------------------------------------------------------------------------------
Need to update your browser or download the Adobe Acrobat(R) Reader? CLICK HERE
----------
-2-
PROXY VOTE
EXCELSIOR FUNDS, INC. Special Meeting
To be held on 05/03/2000 for holders as of 03/15/2000
CUSIP MC0625 - SC
Your Control Number: 0000 0000 0000
- --------------------------------------------------------------------------------
Director's Recommendations:
Choose this if you would like to vote your shares following directors'
recommendations. See below for the detailed recommendations. Please read it
carefully.
Vote my shares per directors' recommendations.
- --------------------------------------------------------------------------------
Proxy Ballot:
- --------------------------------------------------------------------------------
PROPOSALS:
Please indicate your proposal selections by clicking on the fields below.
2A. PROPOSAL TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT AMONG THE COMPANY,
UNITED STATES TRUST COMPANY OF NEW YORK AND U.S. TRUST COMPANY.
Directors Recommend: FOR
[_] For [_] Against [_] Abstain
Vote my shares per the above selections
- --------------------------------------------------------------------------------
Legal Proxy:
Choose this only if you plan to attend and vote your shares at the meeting.
IMPORTANT: By choosing this option, we are precluded from voting your shares on
your behalf. A Legal Proxy covering your securities will be issued to you.
Your Legal Proxy must be presented at the meeting for your shares to be
represented. Do not make any other marks on this ballot.
I plan to attend the meeting
-3-
PROXY VOTE
DO NOT use this option if you hold shares directly with the issuer, rather than
through a bank or broker.
- --------------------------------------------------------------------------------
Click to see: "Letter to our clients regarding voting authority"
-4-
PROXY VOTE
WELCOME TO PROXYVOTE.COM
- --------------------------------------------------------------------------------
Please select one of the links below ...
If you received your proxy material in the mail, please have your material and
your control number ready.
If you received a notification via e-mail, please have your control number and
Personal Identification Number ready.
- --------------------------------------------------------------------------------
To submit your voting instructions over our secure site, click HERE.
If your browser cannot support secure transactions via SSL encryption, click
HERE.
- ----
- --------------------------------------------------------------------------------
Need to update a security enabled browser? Click HERE.
----
PROXY VOTE
You can submit your proxy voting instructions right over the Internet
It's fast, convenient, and your voting instructions are immediately posted.
If you received notification by postal mail:
1. Read the Proxy Statement. The accompanying Voting Instruction Form or Proxy
Card contains your Control Number.
2. Enter the 12 digit Control Number to access an electronic ballot.
3. Complete the electronic ballot and submit your voting instructions.
4. Provide your E-Mail address if you want confirmation of your voting
instructions.
If you received notification by E-Mail:
1. To access an electronic ballot, enter the 12 digit Control Number contained
in your E-Mail message and the PERSONAL IDENTIFICATION NUMBER (PIN): you
used when you enrolled for electronic delivery.
2. The ballot displayed contains Internet Links to the Proxy Statement and the
Annual Report; read them carefully.
3. Complete the ballot and submit your voting instructions.
Enter your CONTROL NUMBER: ______________ (Please skip any spaces)
Enter your PERSONAL IDENTIFICATION NUMBER (PIN): ____________ (Required for the
E-Mail option only)
Click to Continue
- --------------------------------------------------------------------------------
Need to update your browser or download the Adobe Acrobat(R) Reader? CLICK HERE
----------
-2-
PROXY VOTE
EXCELSIOR TAX-EXEMPT FUNDS, INC. Special Meeting
To be held on 05/03/2000 for holders as of 03/15/2000
CUSIP MC0625 - SC
Your Control Number: 0000 0000 0000
- --------------------------------------------------------------------------------
Director's Recommendations:
Choose this if you would like to vote your shares following directors'
recommendations. See below for the detailed recommendations. Please read it
carefully.
Vote my shares per directors' recommendations.
- --------------------------------------------------------------------------------
Proxy Ballot:
- --------------------------------------------------------------------------------
PROPOSALS:
Please indicate your proposal selections by clicking on the fields below.
2A. PROPOSAL TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT AMONG THE COMPANY,
UNITED STATES TRUST COMPANY OF NEW YORK AND U.S. TRUST COMPANY.
Directors Recommend: FOR
[_] For [_] Against [_] Abstain
Director's Recommendations:
2B. PROPOSAL TO APPROVE A NEW SUB-ADVISORY AGREEMENT AMONG UNITED STATES TRUST
COMPANY OF NEW YORK, U.S. TRUST COMPANY AND U.S. TRUST COMPANY, N.A. (FOR
SHAREHOLDERS OF CALIFORNIA TAX-EXEMPT INCOME FUND ONLY).
Directors Recommend: FOR
[_] For [_] Against [_] Abstain
Vote my shares per the above selections
- --------------------------------------------------------------------------------
-3-
PROXY VOTE
Legal Proxy:
Choose this only if you plan to attend and vote your shares at the meeting.
IMPORTANT: By choosing this option, we are precluded from voting your shares on
your behalf. A Legal Proxy covering your securities will be issued to you. Your
Legal Proxy must be presented at the meeting for your shares to be represented.
Do not make any other marks on this ballot.
I plan to attend the meeting
DO NOT use this option if you hold shares directly with issuer, rather than
through a bank or broker.
- --------------------------------------------------------------------------------
Click to see: "Letter to our clients regarding voting authority"
-4-
PROXY VOTE
WELCOME TO PROXYVOTE.COM
- --------------------------------------------------------------------------------
Please select one of the links below ...
If you received your proxy material in the mail, please have your material and
your control number ready.
If you received a notification via e-mail, please have your control number and
Personal Identification Number ready.
- --------------------------------------------------------------------------------
To submit your voting instructions over our secure site, click HERE.
If your browser cannot support secure transactions via SSL encryption, click
HERE.
- ----
- --------------------------------------------------------------------------------
Need to update a security enabled browser? Click HERE.
----
PROXY VOTE
You can submit your proxy voting instructions right over the Internet
It's fast, convenient, and your voting instructions are immediately posted.
If you received notification by postal mail:
1. Read the Proxy Statement. The accompanying Voting Instruction Form or Proxy
Card contains your Control Number.
2. Enter the 12 digit Control Number to access an electronic ballot.
3. Complete the electronic ballot and submit your voting instructions.
4. Provide your E-Mail address if you want confirmation of your voting
instructions.
If you received notification by E-Mail:
1. To access an electronic ballot, enter the 12 digit Control Number contained
in your E-Mail message and the PERSONAL IDENTIFICATION NUMBER (PIN): you
used when you enrolled for electronic delivery.
2. The ballot displayed contains Internet Links to the Proxy Statement and the
Annual Report; read them carefully.
3. Complete the ballot and submit your voting instructions.
Enter your CONTROL NUMBER: ______________ (Please skip any spaces)
Enter your PERSONAL IDENTIFICATION NUMBER (PIN): ____________ (Required for the
E-Mail option only)
Click to Continue
- --------------------------------------------------------------------------------
Need to update your browser or download the Adobe Acrobat(R) Reader? CLICK HERE
----------
-2-
PROXY VOTE
EXCELSIOR INSTITUTIONAL TRUST Special Meeting
To be held on 05/03/2000 for holders as of 03/15/2000
CUSIP MC0625 - SC
Your Control Number: 0000 0000 0000
- --------------------------------------------------------------------------------
Director's Recommendations:
Choose this if you would like to vote your shares following directors'
recommendations. See below for the detailed recommendations. Please read it
carefully.
Vote my shares per directors' recommendations.
- --------------------------------------------------------------------------------
Proxy Ballot:
DIRECTORS:
Directors Recommended: A vote for election of the following nominees
. For All Nominees Withhold All Nominees
. For All Nominees EXCEPT Those Selected Below:
. FREDERICK S. WONHAM
. DONALD L. CAMPBELL
. RODMAN L. DRAKE
. JOSEPH H. DUGAN
. WOLFE J. FRANKL
. JONATHAN PIEL
. ROBERT A. ROBINSON
. ALFRED C. TANNACHION
- --------------------------------------------------------------------------------
-3-
PROXY VOTE
PROPOSALS:
Please indicate your proposal selections by clicking on the fields below.
2A. PROPOSAL TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT AMONG THE COMPANY,
UNITED STATES TRUST COMPANY OF NEW YORK AND U.S. TRUST COMPANY.
Directors Recommend: FOR
[_] For [_] Against [_] Abstain
Vote my shares per the above selections
- --------------------------------------------------------------------------------
Legal Proxy:
Choose this only if you plan to attend and vote your shares at the meeting.
IMPORTANT: By choosing this option, we are precluded from voting your shares on
your behalf. A Legal Proxy covering your securities will be issued to you. Your
Legal Proxy must be presented at the meeting for your shares to be represented.
Do not make any other marks on this ballot.
I plan to attend the meeting
DO NOT use this option if you hold shares directly with issuer, rather than
through a bank or broker.
- --------------------------------------------------------------------------------
Click to see: "Letter to our clients regarding voting authority"
-4-