0001193125-04-126698 Sample Contracts

WARRANT AGREEMENT BY AND BETWEEN EVERCORE INVESTMENT CORPORATION (A MARYLAND CORPORATION) AND AMERICAN STOCK TRANSFER & TRUST COMPANY, WARRANT AGENT
Warrant Agreement • July 29th, 2004 • Evercore Investment Corp • New York

WARRANT AGREEMENT (this “Agreement”), dated as of , 2004, by and between EVERCORE INVESTMENT CORPORATION, a Maryland corporation (the “Company”), and American Stock Transfer & Trust Company, as warrant agent (hereinafter called the “Warrant Agent”).

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WELLS FARGO BANK, N.A. CUSTODIAL AGREEMENT
Form of Custodial Agreement • July 29th, 2004 • Evercore Investment Corp • California

This Agreement, is made by and between Wells Fargo Bank, N.A. (“Wells Fargo”), and Evercore Investment Corporation, a Maryland corporation (the “Principal”), in regard to the custody of certain assets of the Principal.

INVESTMENT MANAGEMENT AGREEMENT BETWEEN EVERCORE INVESTMENT CORPORATION AND EVERCORE ASSET MANAGEMENT LLC
Investment Management Agreement • July 29th, 2004 • Evercore Investment Corp • New York

This agreement is made this day of 2004, by and between Evercore Investment Corporation, a Maryland corporation (the “Corporation”), and Evercore Asset Management LLC, a Delaware limited liability company (the “Adviser”).

EVERCORE INVESTMENT CORPORATION 16,000,000 UNITS UNDERWRITING AGREEMENT
Underwriting Agreement • July 29th, 2004 • Evercore Investment Corp • New York
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