0001193125-07-166799 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 31st, 2007 • Excelsior Funds Trust • Delaware

AGREEMENT made as of July 1, 2007 by and among EXCELSIOR FUNDS TRUST (the “Trust”), a Delaware business trust registered as an open-end 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”).

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EXCELSIOR FUNDS EXPENSE WAIVER AGREEMENT
Expense Waiver Agreement • July 31st, 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”).

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