EXHIBIT 5(e)
EXCELSIOR TAX-EXEMPT FUNDS, INC.
AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Excelsior Tax-Exempt Funds, Inc. (the "Company") and United
States Trust Company of New York ("U.S. Trust") desire to amend the Investment
Advisory Agreement of May 11, 1990 (the "Agreement") between them to include
the California Tax-Exempt Income Fund as an investment portfolio for which U.S.
Trust renders investment advisory and other services; and
WHEREAS, U.S. Trust is willing to render such services to the Company
with respect to the California Tax-Exempt Income 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 New York Intermediate-Term Tax-Exempt Fund, Short-Term
Tax-Exempt Securities Fund and California Tax-Exempt Income Fund
portfolios ("the Funds"), and the Investment Adviser is willing to
so render such services;
2. Paragraph 2(d) of the Agreement (relating to the delivery of
documents) shall henceforth read:
"(d) Registration Statement under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, on
Form N-1A (No. 2-93068) relating to shares of the Company's Class D
Common Shares, $.001 par value, representing interests in the New
York Intermediate-Term Fund; Class E Common Shares, $.001 par
value, representing interests in the California Tax-Exempt Income
Fund; and Class F Common Shares, $.001 par value, representing
interests in the Short-Term Tax-Exempt Securities Fund ("Shares"),
and all amendments thereto;"
3. Paragraph 7 of the Agreement (relating to compensation) shall
henceforth read:
"Compensation. For the services provided and the expenses
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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: .50% of the
average daily net assets of the New York Intermediate-Term
Tax-Exempt Fund; .50% of the average daily net assets of the
California Tax-Exempt Income Fund; and .30% of the average daily
net assets of the Short-Term Tax-Exempt Securities Fund.
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 September 1, 1996.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
Attest:
/s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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[Seal]
UNITED STATES TRUST COMPANY OF
NEW YORK
Attest:
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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[Corporate Seal]
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