FORM OF INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 29th, 2007 • Excelsior Funds Trust • Delaware
AGREEMENT made as of , 2007 by and among EXCELSIOR FUNDS TRUST (the “Trust”), a Delaware business trust registered as an open-end diversified management investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), UST Advisers, Inc., a Delaware Corporation, (“USTA”), United States Trust Company, National Association, a national bank organized under the laws of the United States (“USTNA”), on behalf of its Asset Management Division, U.S. Trust New York Asset Management Division (“NYAMD”) (together, USTA and USTNA are referred to as the “Investment Adviser”).
December 12, 2006Master Pledge Security Agreement • June 29th, 2007 • Excelsior Funds Trust
JPMorgan Chase Bank, N.A. (the “Bank”) hereby offers to each of the investment companies (each individually, a “Borrower” and collectively, the “Borrowers”) registered under the Investment Company Act of 1940 (the “Act”) a secured line of credit for advances in an amount not to exceed the least of (i) $150,000,000, (ii)10% of its total market assets determined at the time the request for an advance is made, (iii) the maximum amount that such Borrower is permitted to borrow under its fundamental policies and operating policies in effect at the time of the request for an advance is made and (iv) the maximum amount that the Bank is permitted to loan to such Borrower in conformance with regulations (the “Regulations”) promulgated by the Board of Governors of the Federal Reserve System (the “Maximum Amount”); provided that, notwithstanding the foregoing, in no event shall the aggregate amount of outstanding advances extended to all Borrowers at any time exceed $150,000,000.
AMENDMENT TO ADMINISTRATION AGREEMENTAdministration Agreement • June 29th, 2007 • Excelsior Funds Trust
This Amendment (the “Amendment”) is dated as of October 1, 2006 (the “Effective Date”), by and between BISYS Fund Services Ohio, Inc. (“BISYS”); UST Advisers, Inc. (“U.S. Trust”), as successor to U.S. Trust Company, N.A.; and, individually and not jointly, each of Excelsior Funds, Inc., Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds Trust (each, the “Company”), and amends that certain Administration Agreement between the parties dated November 12, 2004 (as amended, the “Agreement”), under which BISYS performs certain administration services for the Company. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
EXCELSIOR FUNDS EXPENSE WAIVER AGREEMENTExcelsior Funds • June 29th, 2007 • Excelsior Funds Trust
This Agreement, dated as of June 15, 2007, is made and entered into by and between UST Advisers, Inc. (“USTA”) and United States Trust Company, National Association, on behalf of its separate identifiable division U.S. Trust New York Asset Management Division, (“USTCNA,” and, together with USTA, the “Advisers”) and Excelsior Funds, Inc., Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds Trust (each a “Company,” and, collectively, the “Companies”) on behalf of each series of the Companies listed on Schedule A hereto, as may be amended from time to time (each a “Fund,” and, collectively, the “Funds”).
