0001193125-06-156860 Sample Contracts

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”).

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INVESTMENT ADVISORY AGREEMENT ASSUMPTION AGREEMENT For Excelsior Tax-Exempt Funds, Inc. UST Advisers, Inc. as Survivor
Investment Advisory 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”), United States Trust Company of New York, a state chartered bank and trust company and a member bank of the Federal Reserve System (“UST-NY”), U.S. Trust Company, National Association, a national bank organized under the laws of the United States (“UST-NA”) and Excelsior Tax-Exempt Funds, Inc., a Maryland corporation registered as an investment company under the Investment Company Act of 1940, as amended (the “Company”).

INVESTMENT ADVISORY AGREEMENT ASSUMPTION AGREEMENT For Excelsior Tax-Exempt Funds, Inc. United States Trust Company of New York as Survivor
Investment Advisory 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 United States Trust Company of New York, a state chartered bank and trust company and a member bank of the Federal Reserve System (“UST-NY”), U.S. Trust Company, National Association, a national bank organized under the laws of the United States (“UST-NA”), and Excelsior Tax-Exempt Funds, Inc., a Maryland corporation registered as an investment company under the Investment Company Act of 1940, as amended (the “Company”).

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