Exhibit (e)(2)
EXCELSIOR FUNDS TRUST
AMENDMENT NO. 5
TO
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
WHEREAS, Excelsior Funds Trust (the "Company") and Edgewood Services,
Inc. (the "Distributor") desire to amend the Amended and Restated Distribution
Agreement dated as of August 1, 1995, as amended and restated on February 9,
1996, July 25, 1997, July 31, 1998, and August 1, 2003 (the "Agreement"), by and
between them to include the Equity Core Fund as an investment portfolio of the
Company covered by the Agreement; and
WHEREAS, the Amended and Restated Distribution 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:
Schedule I to the Agreement is hereby amended and restated as follows:
SCHEDULE I
TO
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
EXCELSIOR FUNDS TRUST
Series Names
--------------------------
Equity Fund
Income Fund
Total Return Bond Fund
Mid Cap Value Fund
International Equity Fund
Optimum Growth Fund
High Yield Fund
Enhanced Tax Managed International Fund
Equity Income Fund
Equity Core Fund
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this Agreement to be executed by their officers designated
below as of March 15, 2004.
EXCELSIOR FUNDS TRUST
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: CFO
EDGEWOOD SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
Title: President
