Item 77Q1(e)
TRANSFER AGREEMENT
This Transfer Agreement ("Agreement") is made as of
February 15, 2008 by and among EXCELSIOR FUNDS, INC. and EXCELSIOR
TAX-EXEMPT FUNDS, INC., each a Maryland corporation, EXCELSIOR FUNDS
TRUST, a Delaware business trust (collectively with Excelsior
Funds, Inc. and Excelsior Tax-Exempt Funds, Inc., the "Companies"
and each, a "Company"), UST ADVISERS, INC., a Delaware corporation
("USTA") and UNITED STATES TRUST COMPANY, NATIONAL ASSOCIATION, a
national bank organized under the laws of the United States
("USTNA"), on behalf of its Asset Management Division, U.S. Trust
New York Asset Management Division.
WHEREAS, each Company is registered as an open-end
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the parties hereto are parties to investment
advisory agreements dated July 1, 2007 (the "Advisory Agreements")
pursuant to which USTA and USTNA render investment advisory and
other services (collectively, "Services") to the Companies with
respect to the portfolio series of the Companies (the "Funds"); and
WHEREAS, USTNA desires to assign and delegate to USTA its
rights and obligations under the Advisory Agreements, including with
respect to those Funds to which it provides Services (all of
which are listed on Exhibit A attached hereto) (the "Subject Funds"),
and USTA desires to accept such assignment and assume such obligations;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, it is agreed among the parties
hereto as follows:
1. USTNA hereby assigns and delegates to USTA all of
USTNA's rights and obligations under and interest in and to the
Advisory Agreements, including with respect to the Subject Funds, to
have and to hold for USTA's successors and assigns for the term
referred to therein, subject to the terms and conditions thereof.
2. USTA hereby assumes all liabilities and obligations
of USTNA arising under the Advisory Agreements and agrees to discharge
such liabilities and obligations in accordance with the terms of the
Advisory Agreements.
3. USTNA and USTA represent and warrant to each Company
that USTA (i) is qualified to act as an investment adviser to the
Company under applicable law and (ii) the foregoing assignment
and assumption will not result in a change of actual control or
management of the investment adviser of the Subject Funds.
4. Each Company acknowledges and consents to the
foregoing assignment and assumption.
5. The assignment and assumption effected above shall
be effective at the close of business on February 15, 2008 (the
"Effective Date"), and from and after the Effective Date all
references in each Advisory Agreement to the "Investment Adviser"
shall mean and refer to USTA.
6. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors and shall be governed by New York law. This Agreement
may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which shall constitute one and
the same document.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR FUNDS TRUST
For each Company behalf of the Subject
Funds listed on Exhibit A
By: /s/ J. Xxxxx Xxxxxxxxxxx
Name: J. Xxxxx Xxxxxxxxxxx
Title: Senior Vice President,
Chief Financial Officer and Treasurer
UST ADVISERS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Director and Senior Vice President
UNITED STATES TRUST COMPANY, NATIONAL
ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Director and President,
Global Wealth and Investment Management
Exhibit A
Subject Funds
EXCELSIOR FUNDS, INC.
Blended Equity Fund
Core Bond Fund
Energy and Natural Resources Fund
Intermediate-Term Bond Fund
International Fund
Large Cap Growth Fund
Pacific/Asia Fund
Real Estate Fund
Short-Term Government Securities Fund
EXCELSIOR TAX-EXEMPT FUNDS, INC.
Intermediate-Term Tax-Exempt Fund
Long-Term Tax-Exempt Fund
New York Intermediate-Term Tax Exempt Fund
Short-Term Tax-Exempt Securities Fund
EXCELSIOR FUNDS TRUST
Equity Income Fund
Equity Opportunities Fund
High Yield Fund
International Equity Fund
Mid Cap Value and Restructuring Fund
Exhibit A - As of March 24, 2008
Subject Funds
EXCELSIOR FUNDS, INC.
Blended Equity Fund
Core Bond Fund
Energy and Natural Resources Fund
Intermediate-Term Bond Fund
International Fund
Large Cap Growth Fund
Pacific/Asia Fund
Short-Term Government Securities Fund
EXCELSIOR TAX-EXEMPT FUNDS, INC.
Intermediate-Term Tax-Exempt Fund
New York Intermediate-Term Tax Exempt Fund
Short-Term Tax-Exempt Securities Fund
EXCELSIOR FUNDS TRUST
Equity Income Fund
Equity Opportunities Fund
International Equity Fund
Mid Cap Value and Restructuring Fund
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR FUNDS TRUST
For each Company behalf of the Subject
Funds listed on Exhibit A
By: /s/ J. Xxxxx Xxxxxxxxxxx
Name: J. Xxxxx Xxxxxxxxxxx
Title: Senior Vice President,
Chief Financial Officer and Treasurer
UST ADVISERS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Director and Senior Vice President
Exhibit A - As of March 31, 2008
Subject Funds
EXCELSIOR TAX-EXEMPT FUNDS, INC.
Intermediate-Term Tax-Exempt Fund
New York Intermediate-Term Tax Exempt Fund
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR FUNDS TRUST
For each Company behalf of the Subject
Funds listed on Exhibit A
By: /s/ J. Xxxxx Xxxxxxxxxxx
Name: J. Xxxxx Xxxxxxxxxxx
Title: Senior Vice President,
Chief Financial Officer and Treasurer
UST ADVISERS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Director and Senior Vice President
