ADMINISTRATION AGREEMENT ASSUMPTION AGREEMENT

Exhibit (h)(2)

ADMINISTRATION AGREEMENT ASSUMPTION AGREEMENT

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”).

WHEREAS, UST-NA, BISYS Fund Services Ohio, Inc., an Ohio corporation and the Trusts, on behalf of their portfolios listed in Appendix A (the “Funds”), are parties to an administration agreement attached hereto as Exhibit A (the “Administration Agreement”);

WHEREAS, UST-NA wishes to restructure the manner in which it provides administration services to the Funds under the Administration Agreement so as to deliver such services through USTA, a new wholly-owned subsidiary of UST-NA, which will provide all of the services formerly provided by UST-NA under the Administration Agreement to the Funds;

WHEREAS, USTA wishes to assume all of UST-NA’s duties, obligations, liabilities and rights under the Administration Agreement and UST-NA wishes to assign and be discharged from its duties, obligations, liabilities and rights under the Administration Agreement; and

WHEREAS, U.S. Trust Corporation, the parent of UST-NA and USTA (“UST-Corp.”), wishes to provide an indemnity to the Trusts for certain matters as described herein.

NOW, THEREFORE, based on the foregoing, the parties intending to be legally bound, agree as follows:

1. Assumption. UST-NA hereby assigns and USTA hereby assumes, as of the Effective Date, all of UST-NA’s obligations, liabilities and rights and agrees to perform all of UST-NA’s duties under the Administration Agreement with respect to the Funds.

2. Release. The Trusts hereby release UST-NA, as of the Effective Date, from all of its duties, obligations, and liabilities under the Administration Agreement with respect to the Funds and UST-NA hereby surrenders all of its rights under those agreements.

3. Indemnity. UST-Corp. agrees to ensure that USTA will perform all of UST-NA’s duties and obligations under the Administration Agreement and agrees to indemnify, defend and hold the Trusts harmless for any and all losses, liabilities, claims, actions and expenses resulting from or arising out of USTA’s performance of the duties or obligations assumed by it under the Administration Agreement with respect to the Funds to the same extent that UST-NA would have been liable for its performance under the Administration Agreement.

UST-Corp. hereby waives any requirement that the Trusts exhaust any right or remedy or proceed or take any action against USTA, UST-NA or any other person or entity before exercising any right or remedy against UST-Corp. under this Agreement.

The obligations of UST-Corp. hereunder are absolute and unconditional. UST-Corp.’s indemnity shall be a continuing indemnity and shall continue in full force and effect indefinitely. The parties understand and agree that this indemnity is applicable only with respect to the Administration Agreement as it applies to the Funds listed in Appendix A and shall not apply to any fund not listed in Appendix A, whether currently in existence or created hereafter, except to the extent that UST-Corp. has specifically agreed through a separate written contract to indemnify such funds not listed on Appendix A.

4. Headings and Captions. The document headings and captions contained herein are for ease of reference only, and shall not effect the meaning or interpretation of this Agreement.

5. Other Matters. USTA is hereby bound by all of the terms and conditions of the Administration Agreement, which will continue in full force and effect with respect to USTA.

6. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the      day of December, 2005.

UST ADVISERS, INC.
By:		/s/ Xxxxxx Xxxxxxxxxx
Name:
Title:
U.S. TRUST COMPANY, NATIONAL ASSOCIATION
By:		/s/ Xxxx X. XxXxxxxxx
Name:		Xxxx X. XxXxxxxxx
Title:		SVP/CFO
EXCELSIOR FUNDS, INC.
By:		/s/ Xxxx Xxxxxxxx
Name:
Title:
EXCELSIOR TAX-EXEMPT FUNDS, INC.
By:		/s/ Xxxx Xxxxxxxx
Name:
Title:
EXCELSIOR FUNDS TRUST
By:		/s/ Xxxx Xxxxxxxx
Name:
Title:

Acknowledged by:
BISYS FUND SERVICES OHIO, INC.
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		President

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U.S. TRUST CORPORATION, for purposes of section 3 hereof only
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Managing Director & Comptroller

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Appendix A

EXCELSIOR FUNDS, INC.		EXCELSIOR TAX-EXEMPT FUNDS, INC.		EXCELSIOR FUNDS TRUST
Money Fund		Tax-Exempt Money Fund		Income Fund
Government Money Fund		Intermediate-Term Tax-Exempt Fund		Total Return Bond Fund
Blended Equity Fund		Long-Term Tax-Exempt Fund		High Yield Fund
Core Bond Fund		New York Intermediate-Term Tax-Exempt Fund		International Equity Fund
International Fund		California Short-Intermediate Term Tax-Exempt Income Fund		Mid Cap Value and Restructuring Fund
Treasury Money Fund		Short-Term Tax-Exempt Securities Fund		Equity Income Fund
Small Cap Fund		New York Tax-Exempt Money Fund		Equity Core Fund
Energy and Natural Resources Fund
Value and Restructuring Fund
Pacific/Asia Fund
Short-Term Government Securities Fund
Intermediate-Term Core Bond Fund
Real Estate Fund
Large Cap Growth Fund
Emerging Markets Fund