EXCELSIOR TAX-EXEMPT FUNDS, INC.
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Excelsior Tax-Exempt 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 New York Tax-Exempt Money 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 New York Tax-Exempt Money 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
Tax-Exempt Money Fund, Intermediate-Term Tax-Exempt Fund, Long-Term
Tax-Exempt Fund and New York Tax-Exempt Money 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 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 the Tax-Exempt Money Fund; .35% of the
average daily net assets of the Intermediate-Term Tax-Exempt Fund; and .50%
of the average daily net assets of each of the Long-Term Tax-Exempt and New
York Tax-Exempt Money Funds.
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 31, 1998.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
By: /s/ F.S. Wonham
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Title: President & Treasurer
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UNITED STATES TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxxx 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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