0001193125-05-116470 Sample Contracts

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”).

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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”).

NOTICE OF TERMINATION TO AMENDED AND RESTATED WAIVER AGREEMENT
Waiver Agreement • May 27th, 2005 • Excelsior Tax Exempt Funds Inc

WHEREAS, Excelsior Tax-Exempt Funds, Inc., a Maryland corporation and a registered investment company under the Investment Company Act of 1940, as amended (“Excelsior”), and 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”) have entered into an Amended and Restated Waiver Agreement (the “Agreement”) adopted as of the 31st day of July, 2003;

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