EXHIBIT (5)(b)
EXCELSIOR FUNDS, INC.
AMENDMENT NO. 1
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 Real Estate and Large Cap Growth
Funds as investment portfolios 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 Real Estate and Large Cap Growth Funds;
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, Equity Fund, Early Life Cycle Fund,
Long-Term Supply of Energy Fund, Productivity Enhancers Fund,
Environmentally-Related Products and Services Fund, Aging of America
Fund, Communication and Entertainment Fund, Business and Industrial
Restructuring Fund, Global Competitors Fund, Emerging Americas Fund,
Pacific/Asia Fund, Pan European Fund, Short-Term Government Securities
Fund, Intermediate-Term Managed Income Fund, Real Estate Fund and
Large Cap Growth Fund portfolios (collectively, the "Funds"), and the
Investment Adviser is willing to so render such services;
Compensation. For the services provided and the expenses assumed
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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 the Equity Fund and the Large Cap Growth
Fund; .60% of the average daily net assets of each of the Early Life Cycle Fund,
the Long-Term Supply of Energy Fund, the Productivity Enhancers Fund, the
Environmentally-Related Products and Services Fund, the Aging of
America Fund, the Communication and Entertainment Fund, the Business and
Industrial Restructuring Fund and the Global Competitors Fund; 1% of the average
daily net assets of each of the Emerging Americas Fund, Pacific/Asia Fund, Pan
European Fund and the Real Estate 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 July 25, 1997.
EXCELSIOR FUNDS, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
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its: President
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UNITED STATES TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxxx X. Xxxxx
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its: Executive Vice President
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UNITED STATES TRUST COMPANY OF
CONNECTICUT
By: /s/ W. Xxxxxxx Xxxxx
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its: President & CEO
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