Excelsior Tax Exempt Funds Inc Sample Contracts

WITNESSETH:
Administration Agreement • May 28th, 1999 • Excelsior Tax Exempt Funds Inc • New York
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EXCELSIOR TAX-EXEMPT FUNDS, INC. AMENDMENT NO. 1 TO CUSTODY AGREEMENT
Custody Agreement • May 28th, 1999 • Excelsior Tax Exempt Funds Inc
BETWEEN
Transfer Agency and Service Agreement • July 31st, 2002 • Excelsior Tax Exempt Funds Inc • Massachusetts
PURCHASE AGREEMENT
Purchase Agreement • May 28th, 1999 • Excelsior Tax Exempt Funds Inc
EXCELSIOR TAX-EXEMPT FUNDS, INC. AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 28th, 1999 • Excelsior Tax Exempt Funds Inc
WITNESSETH:
Investment Advisory Agreement • July 31st, 1997 • Excelsior Tax Exempt Funds Inc • New York
250,000,000 CREDIT AGREEMENT
Credit Agreement • May 26th, 2000 • Excelsior Tax Exempt Funds Inc • New York
EXECUTION VERSION FIFTH AMENDMENT AGREEMENT Dated as of March 10, 2004
Credit Agreement • July 29th, 2004 • Excelsior Tax Exempt Funds Inc • New York
WITNESSETH:
Custody Agreement • May 15th, 1998 • Excelsior Tax Exempt Funds Inc • New York
WITNESSETH:
Sub-Advisory Agreement • July 31st, 1997 • Excelsior Tax Exempt Funds Inc • New York
SECOND AMENDMENT AGREEMENT
Excelsior Tax Exempt Funds Inc • July 30th, 2001 • New York
Exhibit (h)(8) FOURTH AMENDMENT AGREEMENT Dated as of February 26, 2003
Credit Agreement • July 29th, 2004 • Excelsior Tax Exempt Funds Inc • New York
WITNESSETH:
Sub-Advisory Agreement • May 15th, 1998 • Excelsior Tax Exempt Funds Inc
W I T N E S S E T H:
Mutual Funds Transfer Agency Agreement • May 28th, 1999 • Excelsior Tax Exempt Funds Inc • New York
December 12, 2006
Master Pledge Security Agreement • June 29th, 2007 • Excelsior Tax Exempt Funds Inc

JPMorgan Chase Bank, N.A. (the “Bank”) hereby offers to each of the investment companies (each individually, a “Borrower” and collectively, the “Borrowers”) registered under the Investment Company Act of 1940 (the “Act”) a secured line of credit for advances in an amount not to exceed the least of (i) $150,000,000, (ii)10% of its total market assets determined at the time the request for an advance is made, (iii) the maximum amount that such Borrower is permitted to borrow under its fundamental policies and operating policies in effect at the time of the request for an advance is made and (iv) the maximum amount that the Bank is permitted to loan to such Borrower in conformance with regulations (the “Regulations”) promulgated by the Board of Governors of the Federal Reserve System (the “Maximum Amount”); provided that, notwithstanding the foregoing, in no event shall the aggregate amount of outstanding advances extended to all Borrowers at any time exceed $150,000,000.

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • July 29th, 2005 • Excelsior Tax Exempt Funds Inc • Delaware

THIS AGREEMENT (“Agreement”) is made as of this day of , 200 , between (“Organization”) and each of the registered investment companies (“Fund Company”), acting on its own behalf and on behalf of each of its series or classes of shares, if any, listed on Schedule I, as amended from time to time (each such series or class being referred to as a “Fund”).

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AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • June 29th, 2007 • Excelsior Tax Exempt Funds Inc

This Amendment (the “Amendment”) is dated as of October 1, 2006 (the “Effective Date”), by and between BISYS Fund Services Ohio, Inc. (“BISYS”); UST Advisers, Inc. (“U.S. Trust”), as successor to U.S. Trust Company, N.A.; and, individually and not jointly, each of Excelsior Funds, Inc., Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds Trust (each, the “Company”), and amends that certain Administration Agreement between the parties dated November 12, 2004 (as amended, the “Agreement”), under which BISYS performs certain administration services for the Company. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

EXCELSIOR FUNDS EXPENSE WAIVER AGREEMENT
Excelsior Funds • June 29th, 2007 • Excelsior Tax Exempt Funds Inc

This Agreement, dated as of June 15, 2007, is made and entered into by and between UST Advisers, Inc. (“USTA”) and United States Trust Company, National Association, on behalf of its separate identifiable division U.S. Trust New York Asset Management Division, (“USTCNA,” and, together with USTA, the “Advisers”) and Excelsior Funds, Inc., Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds Trust (each a “Company,” and, collectively, the “Companies”) on behalf of each series of the Companies listed on Schedule A hereto, as may be amended from time to time (each a “Fund,” and, collectively, the “Funds”).

ADMINISTRATION AGREEMENT ASSUMPTION AGREEMENT
Administration Agreement Assumption Agreement • July 31st, 2006 • Excelsior Tax Exempt Funds Inc

This assumption agreement (the “Agreement”) is effective as of the 16th day of December, 2005 (the “Effective Date”) by and between UST Advisers, Inc., a Delaware corporation (“USTA”), U.S. Trust Company, National Association, a national bank organized under the laws of the United States (“UST-NA”), and, individually and not jointly, each of Excelsior Funds, Inc., Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds Trust, the first two of which are Maryland corporations and the latter of which is a Delaware statutory trust (each, the “Trust”).

ADMINISTRATION AGREEMENT
Administration Agreement • May 27th, 2005 • Excelsior Tax Exempt Funds Inc • Ohio

THIS AGREEMENT is made November 12, 2004, by and between BISYS FUND SERVICES OHIO, INC. (“BISYS”), an Ohio corporation; U.S. Trust Company, N.A. (“U.S. Trust”), a national banking association; and, individually and not jointly, each of Excelsior Funds, Inc., Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds Trust, the first two of which are Maryland corporations and the latter of which is a Delaware statutory trust (each, the “Trust”).

WITNESSETH:
Sub-Advisory Agreement • July 31st, 2000 • Excelsior Tax Exempt Funds Inc • New York
DISTRIBUTION AGREEMENT
Distribution Agreement • May 27th, 2005 • Excelsior Tax Exempt Funds Inc • Massachusetts

AGREEMENT made this 1st day of January, 2005, between BISYS Fund Services Limited Partnership (“Distributor”) and, individually and not jointly, each of Excelsior Funds Trust, Excelsior Funds, Inc. and Excelsior Tax-Exempt Funds, Inc. (each a “Company”), each a registered open-end management investment company acting on its own behalf and on behalf of each of the series or classes of shares, if any, listed in Schedule A, as it may be amended from time to time, (each a “Fund” and collectively the “Funds”).

FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
Fund Accounting and Administration Agreement • July 30th, 2001 • Excelsior Tax Exempt Funds Inc • New York
EXHIBIT A --------- Portfolios covered by the Custody Agreement between The Chase Manhattan Bank, N.A. and Excelsior Tax-Exempt Funds, Inc. Tax-Exempt Money Fund New York Intermediate-Term Tax-Exempt Fund Short-Term Tax-Exempt Securities Fund...
Excelsior Tax Exempt Funds Inc • March 31st, 1997

Tax-Exempt Money Fund New York Intermediate-Term Tax-Exempt Fund Short-Term Tax-Exempt Securities Fund Intermediate-Term Tax-Exempt Fund Long-Term Tax-Exempt Fund California Tax-Exempt Income Fund

WAIVER AGREEMENT
Waiver Agreement • July 29th, 2005 • Excelsior Tax Exempt Funds Inc

This WAIVER AGREEMENT (“Waiver Agreement”) is made as of July 29, 2005, by United States Trust Company of New York, a state-chartered bank and trust company (“United States Trust”) and U.S. Trust Company, N.A., a national bank organized under the laws of the United States (“U.S. Trust” and together with United States Trust, the “Advisers”) for the benefit of Excelsior Tax-Exempt Funds, Inc., a Maryland corporation and a registered investment company under the Investment Company Act of 1940, as amended (“Excelsior”). This Waiver Agreement supercedes all other previous waiver agreements between the parties hereto relating to the subject matter contained herein, including that certain “Notice of Termination to Amended and Restated Waiver Agreement” dated January 25, 2005.

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