0001193125-05-014241 Sample Contracts

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • January 28th, 2005 • Excelsior Funds Inc • Ohio

AGREEMENT made November 12, 2004, between BISYS FUND SERVICES OHIO, INC. (“BISYS”) 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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ADMINISTRATION AGREEMENT
Administration Agreement • January 28th, 2005 • Excelsior 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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2005 • Excelsior 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”).

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