Exhibit (d)(5)
EXCELSIOR FUNDS TRUST
AMENDMENT NO. 3
TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Excelsior Funds Trust (the "Company"), U.S. Trust Company, N.A.
(formerly U.S. Trust Company) ("UST") and United States Trust Company of New
York ("USTNY") desire to amend the Investment Advisory Agreement dated as of May
31, 2000, and amended as of September 30, 2003 (the "Agreement") by and among
them to include the Equity Core Fund as an investment portfolio for which UST
and USTNY render investment advisory and other services; and
WHEREAS, UST and USTNY are willing to render such services to the
Company with respect to the Equity Core Fund;
WHEREAS, the Investment Advisory Agreement, as expressly amended hereby,
shall continue in full force and effect.
The parties hereto, intending to be legally bound hereby, agree that the
Agreement is amended as follows:
The following sentence should be added directly after the first sentence
of Section 10(a) of the Agreement:
This agreement, as it relates to the Equity Core Fund, shall be
effective as of the date hereof and, unless terminated sooner as provided
herein, shall continue until November 14, 2005.
Exhibit A to the Agreement is hereby amended and restated as follows:
EXHIBIT A TO INVESTMENT ADVISORY AGREEMENT
SCHEDULE OF SERIES AND FEES
UNDER INVESTMENT ADVISORY AGREEMENT
Annual Fee (as
percentage of the
average daily net
Series Names assets of the Series)
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Equity Fund 0.65%
Income Fund 0.65%
Total Return Bond Fund 0.65%
Mid Cap Value Fund 0.65%
Optimum Growth Fund 0.65%
High Yield Fund 0.80%
Enhanced Tax Managed International Fund 0.65%
Equity Income Fund 0.75%
Equity Core Fund 0.75%
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 March 15, 2004.
EXCELSIOR FUNDS TRUST
Name:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: CFO
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UNITED STATES TRUST COMPANY OF
NEW YORK
Name:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Managing Director
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U.S. TRUST COMPANY, N.A.
Name:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: SVP & CFO
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