Exhibit (h)(8)
WAIVER AND REIMBURSEMENT AGREEMENT
Agreement ("Agreement") dated as of the 28th day of July, 2001 by and
among Excelsior Tax-Exempt Funds, Inc., a Maryland corporation and a registered
investment company under the Investment Company Act of 1940, as amended
("Excelsior Tax-Exempt"), and United States Trust Company of New York, a
state-chartered bank and trust company ("United States Trust"), U.S. Trust
Company, a Connecticut state bank and trust company ("U.S. Trust" and together
with United States Trust, the "Advisers") and U.S. Trust Company, N.A., a
national bank ("U.S. Trust NA").
BACKGROUND
United States Trust and U.S. Trust serve as investment advisers to
each portfolio of Excelsior Tax-Exempt pursuant to an Investment Advisory
Agreement among the Advisers and Excelsior Tax-Exempt dated as of May 31, 2000.
U.S. Trust NA serves as sub-adviser to the California Tax-Exempt
Income Fund.
The parties to this Agreement wish to provide for an undertaking by
the Adviser to limit investment advisory or other fees or reimburse expenses of
each of the portfolios of Excelsior Tax-Exempt in order to improve the
performance of each such portfolio.
AGREEMENT
THEREFORE, in consideration of the foregoing, the parties intending to
be legally bound, hereby agree as follows:
The Advisers shall, from the date of this Agreement until March 31,
2002, waive all or a portion of their investment advisory fees and/or reimburse
expenses in amounts necessary so that after such waivers and/or reimbursements,
the maximum total operating expense ratios of the portfolios of Excelsior
Tax-Exempt shall not exceed the amounts set forth on Exhibit A hereto.
The Sub-Adviser shall, from the date of this Agreement until March
31, 2002, waive all or a portion of its investment sub-advisory fee and/or
reimburse expenses in amounts necessary so that after such waiver and/or
reimbursement, the maximum total operating expense ratio of the California
Tax-Exempt Income Fund shall not exceed the amounts set forth on Exhibit B
hereto.
The Advisers and Sub-Adviser acknowledges and agrees that they shall
not be entitled to collect on or make a claim for waived fees or reimbursed
expenses at any time in the future.
This Agreement shall be governed by and construed under the laws of
the State of New York, without regard to its conflict of law provisions. This
Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
EXCELSIOR TAX-EXEMPT UNITED STATES TRUST COMPANY
FUNDS, INC. OF NEW YORK
By: /s/ Xxxxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
----------------------------- --------------------------------------
Xxxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
President and Treasurer Executive Vice President
U.S. TRUST COMPANY
By: /s/ W. Xxxxxxx Xxxxx
--------------------------------------
W. Xxxxxxx Xxxxx
President and Chief Executive Officer
U.S. TRUST COMPANY, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
President and Chief Executive Officer
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Exhibit (h)(8)
Exhibit A
Excelsior Tax-Exempt Funds, Inc.
--------------------------------
Name of Portfolio Total Annual Operating Expenses
----------------- -------------------------------
Tax-Exempt Money Fund 0.50%
New York Tax-Exempt Money Fund 0.60%
Intermediate-Term Tax-Exempt Fund 0.65%
Long-Term Tax-Exempt Fund 0.80%
California Tax-Exempt Income Fund 0.50%
New York Intermediate-Term Tax-Exempt Fund 0.80%
Short-Term Tax-Exempt Securities Fund 0.60%
Exhibit B
Excelsior Tax-Exempt Funds, Inc.
--------------------------------
Name of Portfolio Total Annual Operating Expenses
----------------- -------------------------------
California Tax-Exempt Income Fund 0.50%
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