Exhibit (l)(6)


                               PURCHASE AGREEMENT
                               ------------------

        Excelsior Funds Trust (the "Company"), a Delaware business trust, and
Edgewood Services, Inc. ("Edgewood"), a New York corporation, hereby agree with
each other as follows:

        1.     The Company hereby offers Edgewood and Edgewood hereby purchases
               ____ shares of the Shares Class and _____ shares of the
               Institutional Shares Class of the Equity Core Fund of the Company
               at $[__] per share and $[__] per share, respectively. The Company
               hereby acknowledges receipt from Edgewood of funds in the total
               amount of $_____ in full payment for the shares.

        2.     Edgewood represents and warrants to the Company that the shares
               are being acquired for investment purposes and not with a view to
               the distribution thereof.

        IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed this Agreement as of the __ day of ____________,
2004.



                                            EXCELSIOR FUNDS TRUST



                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


                                            EDGEWOOD SERVICES, INC.



                                            By:
                                               ---------------------------------
                                            Name:
                                            Title: