Exhibit (h)(10)
WAIVER AND REIMBURSEMENT AGREEMENT
Agreement ("Agreement") dated as of the 31st day of July, 2003 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") and U.S. Trust
Company, N.A., a national bank organized under the laws of the United States
("X.X.Xxxxx" and together with United States Trust, the "Advisers").
BACKGROUND
The Advisers 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.
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 Tax-Exempt in order to improve the
performance of each such portfolios.
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, 2004 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.
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, 2004 and
will renew automatically each fiscal year thereafter unless the Adviser or
Excelsior Tax-Exempt terminates the Agreement by providing written notice to the
other party 60-days prior to the beginning of Excelsior Tax-Exempt'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 date and
year first above written.
EXCELSIOR TAX-EXEMPT FUNDS, INC. UNITED STATES TRUST COMPANY OF
NEW YORK
By:/s/ Xxxxx Xxxxx By:/s/
--------------------------------- --------------------------------
U.S. TRUST COMPANY, N.A.
By:/s/ Xxxx X. XxXxxxxxx
--------------------------------
SVP & CFO
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Exhibit A
Excelsior Tax-Exempt Funds, Inc.
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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%
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