EXHIBIT (5)(C)
EXCELSIOR FUNDS, INC.
AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Excelsior Funds, Inc. (the "Company"), U.S. Trust Company of
Connecticut ("USTCT") and United States Trust Company of New York ("USTNY")
desire to amend the Investment Advisory Agreement of May 16, 1997 (the
"Agreement") by and among them to include the Emerging Markets Fund as an
investment portfolio for which USTCT and USTNY render investment advisory and
other services; and
WHEREAS, USTCT and USTNY are willing to render such services to the Company
with respect to the Emerging Markets Fund;
The parties hereto, intending to be legally bound hereby, agree that the
Agreement is amended as follows:
1. The third paragraph of the preamble to the Agreement shall
henceforth read:
WHEREAS, the Company desires to retain the Investment Adviser to
render investment advisory and other services to the Company for its
Money Fund, Government Money Fund, Blended Equity Fund, Small Cap
Fund, Energy and Natural Resources Fund, Value and Restructuring Fund,
Latin America Fund, Pacific/Asia Fund, Pan European Fund, Short-Term
Government Securities Fund, Intermediate-Term Managed Income Fund,
Real Estate Fund, Large Cap Growth Fund and Emerging Markets Fund
portfolios (collectively, the "Funds"), and the Investment Adviser is
willing to so render such services;
2. Paragraph No. 7 shall henceforth read:
7. Compensation. For the services provided and the expenses
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assumed pursuant to this Agreement, the Company will pay the
Investment Adviser and the Investment Adviser will accept as full
compensation therefor a fee, computed daily and payable monthly, at
the following annual rates: .25% of the average daily net assets of
each of the Money Fund and the Government Money Fund; .75% of the
average daily net assets of each of the Blended Equity Fund and the
Large Cap Growth Fund; .60% of the average daily net assets of each of
the Small Cap Fund, the Energy and Natural Resources Fund and the
Value and Restructuring Fund; 1%
of the average daily net assets of each of the Latin America Fund, the
Pacific/Asia Fund, the Pan European Fund and the Real Estate Fund;
1.25% of the average daily net assets of the Emerging Markets Fund;
.30% of the average daily net assets of the Short-Term Government
Securities Fund; and .35% of the average daily net assets of the
Intermediate-Term Managed Income Fund.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this instrument to be executed by their officers designated
below as of November 14, 1997.
EXCELSIOR FUNDS, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
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Title: President
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UNITED STATES TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxxx X. Xxxxx
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Title: Executive Vice President
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U.S. TRUST COMPANY OF
CONNECTICUT
By: /s/ W. Xxxxxxx Xxxxx
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Title: President & CEO
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