0001193125-07-166814 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 31st, 2007 • Excelsior Funds Inc • New York

AGREEMENT made as of July 1, 2007 by and among EXCELSIOR FUNDS, INC., a Maryland corporation (herein called the “Company”), UST Advisers, Inc., a Delaware Corporation, (“USTA”), United States Trust Company, National Association, a national bank organized under the laws of the United States (“USTNA”), on behalf of its Asset Management Division, U.S. Trust New York Asset Management Division (“NYAMD”) (together, USTA and USTNA are referred to as the “Investment Adviser”).

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EXCELSIOR FUNDS EXPENSE WAIVER AGREEMENT
Excelsior Funds • July 31st, 2007 • Excelsior 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”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 31st, 2007 • Excelsior Funds Inc • New York

AGREEMENT made as of July 1, 2007 by and among EXCELSIOR FUNDS, INC., a Maryland corporation (herein called the “Company”), UST Advisers, Inc., a Delaware Corporation, (“USTA”), United States Trust Company, National Association, a national bank organized under the laws of the United States (“USTNA”), on behalf of its Asset Management Division, U.S. Trust New York Asset Management Division (“NYAMD”) (together, USTA and USTNA are referred to as the “Investment Adviser”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • July 31st, 2007 • Excelsior Funds Inc

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of July 1, 2007 by and between UST Advisers, Inc. (“USTA”) and Columbia Management Advisors, LLC (“CMA”).

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