WAIVER AND REIMBURSEMENT AGREEMENT
Agreement ("Agreement") dated as of the 31st day of July, 2002 by and among
Excelsior Funds, Inc., a Maryland corporation and a registered investment
company under the Investment Company Act of 1940, as amended ("Excelsior"), and
United States Trust Company of New York, a state-chartered bank and trust
company ("United States Trust") and U.S. Trust Company, a Connecticut state bank
and trust company ("U.S. Trust" and together with United States Trust, the
"Advisers").
BACKGROUND
The Advisers serve as investment advisers to each portfolio of Excelsior
pursuant to Investment Advisory Agreements among the Advisers and Excelsior
dated as of May 31, 2000.
The parties to this Agreement wish to provide for an undertaking by the
Advisers to limit investment advisory or other fees or reimburse expenses of
each of the portfolios of Excelsior 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, 2003,
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 shall
not exceed the amounts set forth on Exhibit A hereto.
Each of the Advisers acknowledges and agrees that it 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.
This Agreement shall not be terminated before March 31, 2003 and will renew
automatically each fiscal year thereafter unless the Adviser or Excelsior
terminates the Agreement by providing written notice to the other party 60-days
prior to the beginning of Excelsior's next fiscal year.
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 FUNDS, INC. UNITED STATES TRUST COMPANY
OF NEW YORK
By: By:
------------------------------- ---------------------------------------
Xxxxxxxxx X. Xxxxxx
President and Treasurer
U.S. TRUST COMPANY
By:
---------------------------------------
W. Xxxxxxx Xxxxx
President and Chief Executive Officer
Exhibit A
Excelsior Funds, Inc.
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Name of Portfolio Total Annual Operating Expenses
----------------- -------------------------------
Blended Equity Fund 1.05%
International Fund 1.50%
Money Fund 0.50% (Shares)
0.25% (Institutional Shares)
Government Money Fund 0.50% (Shares)
0.25% (Institutional Shares)
Managed Income Fund 0.90%
Treasury Money Fund 0.55%
Energy and Natural Resources Fund 1.25%
Value and Restructuring Fund 0.99% (Shares)
0.74% (Institutional Shares)
Small Cap Fund 1.05%
Short-Term Government Securities Fund 0.60%
Intermediate-Term Managed Income Fund 0.65%
Latin America Fund 1.70%
Pacific/Asia Fund 1.50%
Pan European Fund 1.50%
Real Estate Fund 1.20%
Large Cap Growth Fund 1.05%
Emerging Markets Fund 1.70%
Technology Fund 1.25%
Biotechnology Fund 1.25%
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