SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
</Table>

EXCELSIOR FUNDS, INC.

EXCELSIOR FUNDS TRUST

EXCELSIOR TAX-EXEMPT FUNDS, INC.

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Excelsior Funds Logo

Dear Excelsior Fund Shareholder:

The Board of Directors of the Excelsior Funds is asking you to approve a
proposal to elect ten members to the Board of Directors, six from the current
board of directors plus four new nominees, all of whom are experienced mutual
fund directors. The proposal is explained in more detail in the accompanying
proxy statement, which I urge you to read. THE BOARD OF DIRECTORS OF THE
EXCELSIOR FUNDS IS RECOMMENDING THAT SHAREHOLDERS VOTE FOR ALL TEN NOMINEES.

WHY SHAREHOLDERS ARE BEING ASKED TO ELECT BOARD NOMINEES
Certain changes have been made to the way the Funds' advisers and
administrator provide administrative and other non-advisory services to the
Excelsior Funds. As a result, the Excelsior Funds and the Laudus Funds, a
separate group of mutual funds in the Schwab mutual fund complex, now share
certain administrative, compliance, marketing and other functions.

To complement these changes, it has been proposed that a single group of
Directors, comprised of certain members of the current Excelsior Funds Board,
plus four new nominees, three of whom are currently directors of the Laudus
Funds, jointly oversee the two fund families. It is anticipated that the new
unified Board will strengthen the oversight provided on behalf of Fund
shareholders and that the unification of the board structure may result in
certain long-term cost and operating efficiencies.

The Investment Company Act of 1940, which governs the activities of the
Excelsior Funds, generally requires that at least two thirds of the board
members be elected by shareholders. With this proxy, Fund shareholders have the
opportunity to elect all of the members of the Board of Directors. You should
also note that the cost of the proxy will be borne by US Trust and its
affiliates, not the Funds or their shareholders.

WHAT WILL NOT CHANGE AS A RESULT OF THIS PROXY
Certain aspects of the Excelsior Funds will remain the same, namely:

- Fund Management: United States Trust Company, National Association, and
UST Advisers, Inc., the advisers of the Funds, will continue to retain
day-to-day responsibility for portfolio management.

- Investment Process: The same investment process and benchmarks will be
used to select Fund investments. The Funds' investment objectives and
disciplined approach to investing will remain unchanged.

- Commitment: US Trust remains committed to shareholders in terms of Fund
performance, communications and service.

YOUR VOTE IS IMPORTANT -- PLEASE VOTE ALL PROXY CARDS RECEIVED PROMPTLY
For your convenience, you may vote by Internet or touch-tone telephone (see
instructions on the enclosed proxy card(s)), or simply complete, sign and date
the enclosed proxy card(s) and return by mail in the enclosed postage paid
envelopes. Your prompt reply will reduce the delay and cost associated with
follow up mailings.

You may have received more than one proxy card. To ensure all of your
shares are fully represented, please make sure to vote all of the proxy cards
you have received.

IF YOU NEED HELP VOTING OR HAVE QUESTIONS
Please call our proxy solicitor, D.F. King at 1-888-414-5566, and they will
be able to assist you. Under certain circumstances, you may also vote your
shares over the phone with a D.F. King representative.

THE MEETING WILL BE HELD ON JUNE 28, 2006
A special meeting of the shareholders of the Excelsior Funds will be held
at 8:30 AM PST on June 28, 2006 to vote on the director proposal. The meeting
will be held at the offices of Charles Schwab & Co., Inc. at 101 Montgomery
Street, 2nd floor, in San Francisco. IF YOU ARE UNABLE TO ATTEND THE MEETING,

PLEASE MAKE SURE YOU VOTE YOUR SHARES USING ONE OF THE METHODS DESCRIBED ABOVE
SO THAT YOUR VOTE WILL BE REPRESENTED.

Thank you in advance for reviewing and responding to the enclosed
materials. We value the trust and confidence you have shown us through your
investment in the Excelsior Funds and look forward to continuing to serve your
investment needs in the future.

Sincerely,

LOGO
Evelyn Dilsaver
President
Excelsior Funds

Shares of Excelsior Funds are distributed by BISYS Fund Services Limited
Partnership.

Excelsior Funds Logo

Dear Excelsior Fund Shareholder:

WHAT WILL NOT CHANGE AS A RESULT OF THIS PROXY
Certain aspects of the Excelsior Funds will remain the same, namely:

- Fund Management: United States Trust Company, National Association, and
UST Advisers, Inc., the advisers of the Funds, will continue to retain
day-to-day responsibility for portfolio management.

- Investment Process: The same investment process and benchmarks will be
used to select Fund investments. The Funds' investment objectives and
disciplined approach to investing will remain unchanged.

- Commitment: US Trust remains committed to shareholders in terms of Fund
performance, communications and service.

You may have received more than one proxy card. To ensure all of your
shares are fully represented, please make sure to vote all of the proxy cards
you have received.

IF YOU NEED HELP VOTING OR HAVE QUESTIONS
Please call your relationship manager at US Trust.

PLEASE MAKE SURE YOU VOTE YOUR SHARES USING ONE OF THE METHODS DESCRIBED ABOVE
SO THAT YOUR VOTE WILL BE REPRESENTED.

Sincerely,

LOGO
Evelyn Dilsaver
President
Excelsior Funds

Shares of Excelsior Funds are distributed by BISYS Fund Services Limited
Partnership.

Excelsior Funds Logo

EXCELSIOR FUNDS, INC.

EXCELSIOR FUNDS TRUST

EXCELSIOR TAX-EXEMPT FUNDS, INC.

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IMPORTANT SHAREHOLDER INFORMATION

------------------------

This document contains a Proxy Statement and proxy card(s) for upcoming
shareholder meetings of the Excelsior Funds. A proxy card is, in essence, a
ballot. When you vote using a proxy card, you appoint an individual named on the
card to act as your proxy at the actual shareholder meeting and you instruct
that individual as to how to vote on your behalf at the shareholder meeting. The
proxy card(s) may be completed by checking the appropriate box(es) and voting
for or against the matters to be considered at the meetings. IF YOU SIMPLY SIGN
THE PROXY WITHOUT SPECIFYING A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATION OF THE BOARDS OF DIRECTORS/TRUSTEES WITH RESPECT TO EACH
ITEM CONSIDERED AT THE MEETINGS.

Please spend a few minutes with the Proxy Statement, fill out your proxy
card, and return it to us. Voting your proxy, and doing so promptly, ensures
that the Funds will not need to conduct additional mailings.

Please take a few moments to exercise your right to vote. Thank you.

EXCELSIOR FUNDS, INC.

EXCELSIOR FUNDS TRUST

EXCELSIOR TAX-EXEMPT FUNDS, INC.

Dear Shareholder,

Shareholder meetings of the Excelsior Funds, Inc., Excelsior Funds Trust
and Excelsior Tax-Exempt Funds, Inc. (each, a "Company" and, together, the
"Companies") and each of their portfolios (the "Funds") have been scheduled for
June 28, 2006 at 8:30 a.m. (Pacific time) (together, the "Meeting"). The Meeting
will be held at the offices of Charles Schwab & Co., Inc., 101 Montgomery
Street, San Francisco, California 94104.

If you were a shareholder of record as of the close of business on March
31, 2006, you are entitled to vote at the Meeting and any adjournment(s) of the
Meeting. While you are, of course, welcome to join us at the Meeting, most
mutual fund shareholders cast their votes by filling out and signing a proxy
card, like the one enclosed. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE
NEED YOUR VOTE. PLEASE MARK, SIGN, AND DATE THE ENCLOSED PROXY CARD(S) AND
RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT THE MAXIMUM
NUMBER OF SHARES MAY BE VOTED. YOU MAY ALSO VOTE BY TELEPHONE OR THROUGH THE
INTERNET AS DESCRIBED ON THE ENCLOSED PROXY CARD(S).

The attached Proxy Statement is designed to give you detailed information
relating to the proposal on which you are asked to vote. We encourage you to
support the Boards' recommendations. The purpose of the Meeting is to consider
the proposal set forth below and to transact such other business as may be
properly brought before the Meeting or any adjournment(s) thereof. The proposal
described in the Proxy Statement relates to the following matter:

PROPOSAL: To elect ten members to the Boards of Directors of
Excelsior Funds, Inc. and Excelsior Tax-Exempt Funds, Inc. and to the Board
of Trustees of Excelsior Funds Trust.

Shareholders also will be asked to vote on such other business as may
properly come before the Meeting.

Your vote is important. Please do not hesitate to call 1-888-414-5566 if
you have any questions about the proposal under consideration. Thank you for
taking the time to consider this important proposal and for your investment in
the Excelsior Funds.

Sincerely,

/s/ Evelyn Dilsaver
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Evelyn Dilsaver
President

IMPORTANT NOTICE

Although we recommend that you read the complete Proxy Statement, for your
convenience we have provided below a brief overview of the proposal. The
information provided under the "Questions and Answers" section below is
qualified in its entirety by reference to the Proxy Statement.

For ease of reference, this overview uses the term "Director" to refer to a
member of any of the Boards of the Companies, regardless of whether, as a
technical matter, the Company in question is organized as a Delaware statutory
trust or Maryland corporation and is governed by a Board of Trustees or Board of
Directors. In addition, the Boards of Directors of Excelsior Funds, Inc. and
Excelsior Tax-Exempt Funds, Inc. and the Board of Trustees of Excelsior Funds
Trust are collectively referred to herein as the "Board of Directors," the
"Board of the Companies" or the "Board."

QUESTIONS AND ANSWERS

WHY AM I RECEIVING THIS PROXY STATEMENT?

The Board of Directors is asking you to vote on the following proposal:

PROPOSAL: To elect ten members to the Boards of Directors of
Excelsior Funds, Inc. and Excelsior Tax-Exempt Funds, Inc. and to the Board
of Trustees of Excelsior Funds Trust.

WHY AM I BEING ASKED TO ELECT DIRECTORS?

Each Board currently consists of seven Directors, six of whom are not
"interested persons," as such term is defined under the Investment Company Act
of 1940, as amended (the "1940 Act") (an "Independent Director"), and one who is
an "interested person," as such term is defined under the 1940 Act (an
"Interested Director"). Each Board has determined to increase its size to ten
and to add three new Independent Directors and one new Interested Director
(together, the "Candidates"). The Companies are required by law, under certain
circumstances which are discussed in the enclosed Proxy Statement and which
apply here, to obtain shareholder approval of the election of new Directors. In
addition to the election of the Candidates, shareholders also have an
opportunity to vote on the re-election of certain of the current Directors (the
"Current

Directors"). The Candidates and the Current Directors are also referred to
herein as the "Nominees."

WHY IS THE SIZE OF THE BOARD BEING INCREASED?

The Board believes it would be in the best interests of shareholders to
increase the size of each Board from seven to ten so that a single group of
Directors can oversee each of the Companies and the Laudus Trust and the Laudus
Variable Insurance Trust (together, the "Laudus Funds"). The Laudus Funds are a
separate group of mutual funds that are part of the Schwab mutual fund complex
for which Charles Schwab Investment Management, Inc. ("CSIM") acts as investment
adviser and also provides personnel who provide administrative oversight
services. The Charles Schwab Corporation is the parent company of both CSIM and
U.S. Trust Corporation, the parent company of the Companies' investment
advisers. As discussed further below, the Excelsior Funds and the Laudus Funds
share certain complex-wide administrative, compliance, marketing and other
functions and the Board of Directors has determined that a single group of
directors overseeing both groups of funds would provide certain efficiencies and
benefits to shareholders of the Companies. The Candidates, Mariann Byerwalter,
William A. Hasler and Nils H. Hakansson, each currently serves as a Director of
the Laudus Funds, and Randall W. Merk currently serves as a Director of other
registered investment companies included in the Schwab mutual fund complex
("Schwab Funds"). The size of the Board is proposed to be increased so that the
Board of the Companies and the board of the Laudus Funds can be combined into a
single Board and so that Mr. Merk, a Director of the Schwab Funds, can also be
added to the Board.

HOW DO THE DIRECTORS SUGGEST THAT I VOTE?

After careful consideration, the Directors, including the Independent
Directors who constitute a majority of each Company's Board of Directors,
unanimously recommend that you vote "FOR" the election of each of the Nominees
listed on the proxy card.

WHY DO THE DIRECTORS RECOMMEND THAT I VOTE "FOR" EACH OF THE NOMINEES?

BOARD CONSIDERATIONS

The Board has determined that it would be in shareholders' best interests
if there were a unitary board serving the Laudus Funds and the

Companies. Each of the Candidates currently serves as a Director of the Laudus
Funds and/or Schwab Funds. The Laudus Funds and the Companies are part of the
Schwab mutual fund complex and share certain complex-wide operations as
described below. The Companies' Board and the Laudus Funds' Board each have
determined that it would be in the best interests of their respective
shareholders that there be one unitary board overseeing both the Laudus Funds
and the Companies. In the case of the Companies, the Board determined that the
Candidates' familiarity with CSIM's processes, procedures and personnel, who are
currently providing administrative, compliance, product management, marketing
and distribution services to the Companies through the Companies' administrator,
UST Advisers, Inc. ("UST") and/or U.S. Trust New York Asset Management Division,
a separately identifiable division of United States Trust Company, National
Association, an investment adviser to the Companies, could potentially increase
the effectiveness of the Board's oversight over these functions. Moreover, the
Board believes that each of the Candidates has significant experience as a
director of other mutual funds and that this experience, together with their
respective professional backgrounds and other qualifications, could contribute
to and benefit the Board's functioning. Finally, the Companies' Board also
believes, based on information supplied by UST, that unification of the board
structure overseeing the Companies and the Laudus Funds could result in certain
long-term cost and operating efficiencies.

The Laudus Board and the Companies' Board believe that the benefits of a
unitary board may not be realized unless each of the Candidates is elected to
each Company's Board and each of the Current Directors is elected to the Laudus
Board. For this reason, each of the Candidates has notified the Companies' Board
that, even if approved by Shareholders at the Meeting, the Candidate will not
serve as a Director of a Company unless each of the other Candidates has also
been approved by the Shareholders of each Company, and each of the Current
Directors has been approved by the shareholders of the Laudus Funds to serve as
a Director of the Laudus Funds. Similarly, each of the Current Directors has
notified the Laudus Board that, even if approved by shareholders of each of the
Laudus Funds, the Current Director will not serve as a Director of a Laudus Fund
unless each of the other Current Directors has also been approved by the
shareholders of each Laudus Fund and each of the Candidates has been approved by
the Shareholders of each Company. There can be no assurance that each of the
Nominees will be elected to each of the Laudus' and Companies' Boards. If each
Nominee is approved by Shareholders of each Company and shareholders of the
3

Laudus Funds, the Candidates will begin serving as members of the Board of
Directors of each Company immediately following the later of their election by
either the shareholders of the Companies or the shareholders of the Laudus
Funds.

WILL MY VOTE MAKE A DIFFERENCE?

Yes. Your vote is needed to ensure that the proposal can be acted upon.
Additionally, your immediate response on the enclosed proxy card will help save
UST and its affiliates the costs of any further solicitations for shareholder
votes. We encourage all shareholders to participate in the governance of the
Excelsior Funds.

WHOM DO I CALL IF I HAVE QUESTIONS?

We will be happy to answer your questions about this proxy solicitation.
Please call us at 1-888-414-5566 between 10:00 a.m. and 8:00 p.m., Monday
through Friday and between 11:00 a.m. and 6:00 p.m. on Saturday.

HOW CAN I VOTE MY SHARES?

Please refer to your proxy card(s) for instructions on how to vote.
Shareholders are encouraged to vote their shares through the Internet or by the
telephone.

EXCELSIOR FUNDS, INC.

EXCELSIOR FUNDS TRUST

EXCELSIOR TAX-EXEMPT FUNDS, INC.

225 HIGH RIDGE ROAD
STAMFORD, CONNECTICUT 06905

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NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON
JUNE 28, 2006

Notice is hereby given that special meetings of shareholders (together, the
"Meeting") of Excelsior Funds, Inc., Excelsior Funds Trust and Excelsior
Tax-Exempt Funds, Inc. (each, a "Company" and, together, the "Companies") and
each of their portfolios (together, the "Funds") will be held at the offices of
Charles Schwab & Co., Inc., 101 Montgomery Street, San Francisco, California, on
June 28, 2006, at 8:30 a.m. (Pacific time).

The purpose of the Meeting is to consider the Proposal set forth below and
to transact such other business as may be properly brought before the Meeting or
any adjournment(s) thereof. The specifics of the Proposal, which is more fully
described in the attached Proxy Statement, are as follows:

PROPOSAL: To elect ten members to the Boards of Directors of
Excelsior Funds, Inc. and Excelsior Tax-Exempt Funds, Inc. and to the Board
of Trustees of Excelsior Funds Trust.

Shareholders also will be asked to vote on such other business as may
properly come before the Meeting.

Only shareholders of record at the close of business on March 31, 2006 are
entitled to notice of, and to vote at, the Meeting or any adjourned session
thereof. All record date shareholders are invited to attend the Meeting in
person. However, if you are unable to be present at the Meeting, you are
requested to mark, sign, and date the enclosed proxy card(s) and return it
promptly in the enclosed envelope so that the Meeting may be held and a maximum
number of shares may be voted. You may also vote by telephone or through the
Internet. Shareholders are encouraged to vote their shares by telephone or
through the Internet.

Please see your proxy card(s) for more information and instructions on how to
vote.

Shares represented by duly executed proxies will be voted in accordance
with the instructions given. A Shareholder may revoke a previously submitted
proxy at any time prior to the Meeting by (i) a written revocation, which must
be signed and include the shareholder's name and account number, received by the
Secretary of the Companies at 225 High Ridge Road, Stamford, Connecticut 06905;
(ii) properly executing a later-dated proxy; or (iii) attending the Meeting and
voting in person. In accordance with their own discretion, the proxies are
authorized to vote on such other business as may properly come before the
Meeting or any adjourned session(s) thereof.

By Order of the Board of Directors,

/s/ Evelyn Dilsaver
----------------------------------------------------------------------------
Evelyn Dilsaver
President

Dated: April 7, 2006

EXCELSIOR FUNDS, INC.

EXCELSIOR FUNDS TRUST

EXCELSIOR TAX-EXEMPT FUNDS, INC.

225 HIGH RIDGE ROAD
STAMFORD, CONNECTICUT 06905

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PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Boards of Directors of Excelsior Funds, Inc. and Excelsior
Tax-Exempt Funds, Inc. and the Board of Trustees of the Excelsior Funds Trust
(each, a "Company" and, together, the "Companies") and each of their portfolios
(together, the "Funds") for use at the special meetings of shareholders to be
held on June 28, 2006 at 8:30 a.m. (Pacific time) at the offices of Charles
Schwab & Co., Inc., 101 Montgomery Street, San Francisco, California 94104, and
at any adjourned session(s) thereof (such meetings and any adjournments thereof
are hereinafter referred to together as, the "Meeting"). Shareholders of record
of the Funds at the close of business on March 31, 2006 are entitled to vote at
the Meeting ("Shareholders"). With respect to the Excelsior Funds, Inc. and
Excelsior Tax-Exempt Funds, Inc., the Meeting will be designated as each
Company's annual meeting of shareholders for purposes of Maryland law. The proxy
card(s) and this Proxy Statement are being mailed to Shareholders on or about
April 7, 2006.

For ease of reference, this Proxy Statement uses the term "Director" to
refer to a member of any of the Boards of the Companies, regardless of whether,
as a technical matter, the Company in question is organized as a Delaware
statutory trust or Maryland corporation and is governed by a Board of Trustees
or Board of Directors. In addition, the Boards of Directors of Excelsior Funds,
Inc. and Excelsior Tax-Exempt Funds, Inc. and the Board of Trustees of Excelsior
Funds Trust are collectively referred to herein as the "Board of Directors," the
"Board of the Companies" or the "Board."

At the Meeting, all Shareholders of a Company's Funds, voting together, are
being asked to elect ten individuals to that Company's Board of Directors, six
of whom are currently members of each Company's

Board. Each share is entitled to one vote and each fractional share is entitled
to a proportionate fractional vote.

Shares represented by duly executed proxies will be voted at the Meeting in
accordance with the instructions given. HOWEVER, IF NO INSTRUCTIONS ARE
SPECIFIED ON THE PROXY WITH RESPECT TO THE PROPOSAL, THE PROXY WILL BE VOTED FOR
THE ELECTION OF EACH OF THE NOMINEES LISTED ON THE PROXY AND IN ACCORDANCE WITH
THE JUDGMENT OF THE PERSONS APPOINTED AS PROXIES UPON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING. A Shareholder may revoke a previously
submitted proxy at any time prior to the Meeting by (i) a written revocation,
which must be signed and include the shareholder's name and account number,
received by the Secretary of the Companies at 225 High Ridge Road, Stamford,
Connecticut 06905; (ii) properly executing a later-dated proxy; or (iii)
attending the Meeting and voting in person.

In addition to the solicitation of proxies by mail, officers of each
Company and officers and employees of the Companies' investment advisers, UST
Advisers, Inc. ("UST") and U.S. Trust New York Asset Management Division, a
separately identifiable division of United States Trust Company, National
Association (formerly, United States Trust Company of New York) ("NYAMD")
(together, the "Advisers"), and The Charles Schwab Corporation ("Schwab") or its
affiliates, and certain third parties hired for such purpose, may solicit
proxies in person, by Internet or by telephone. Neither the Companies nor their
shareholders will bear any costs of the Meeting or the costs of any solicitation
in connection with the Meeting. These costs will be borne by U.S. Trust
Corporation ("US Trust"), the parent company of the Advisers, and its
affiliates. US Trust and its affiliates will use D.F. King & Co., Inc., third
party solicitor, for solicitation of proxies. D.F. King & Co., Inc. may solicit
proxies in person, by Internet or by telephone. US Trust and its affiliates
expect to pay approximately $10,000 to D.F. King & Co., Inc. Persons holding
shares as nominees will, upon request, be reimbursed for their reasonable
expenses incurred in sending soliciting materials to their principals.

As of March 31, 2006, the total number of outstanding shares of each
Company was as follows: Excelsior Funds, Inc. 2,867,139,797.41 shares
outstanding; Excelsior Funds Trust 129,244,994.47 shares outstanding, and
Excelsior Tax-Exempt Funds, Inc. 2,696,593,231.13 shares outstanding. A listing
of the breakdown of outstanding shares for each Fund within the Companies is
attached to this Proxy Statement as Appendix A.

As of March 31, 2006, the Advisers and US Trust were believed to possess
voting power with respect to 938,424,437.94 (32.73%) of the outstanding shares
of Excelsior Funds, Inc., 77,914,793.26 (60.29%) of the outstanding shares of
Excelsior Funds Trust and 1,218,888,922.97 (45.20%) of the outstanding shares of
Excelsior Tax-Exempt Funds, Inc. Such shares could be deemed to be beneficially
owned by the Advisers and US Trust as of such date. The Advisers and US Trust
will vote any shares of the Companies over which they have voting power in
accordance with each Company's proxy voting policies, which require that such
shares be voted at the Meeting in accordance with the recommendations of
Institutional Shareholder Services, Inc., which is an independent third-party
proxy voting service selected in accordance with the proxy voting policies.

DISCUSSION OF THE PROPOSAL

INTRODUCTION. At the Meeting, it is proposed that ten Directors be elected
to the Board of each Company to hold office until their successors are duly
elected and qualified. Shareholders are being asked to elect Mariann Byerwalter,
Nils H. Hakansson, William A. Hasler, Morrill Melton Hall, Jr., Rodman L. Drake,
John D. Collins, Jonathan Piel, Roger M. Lynch, Randall W. Merk and James L.
Bailey, as Directors of each Company (each, a "Nominee" and, together, the
"Nominees"). Messrs. Hall, Drake, Collins, Piel, Lynch and Bailey are currently
Directors of the Companies (together, the "Current Directors") and have been
nominated for re-election. Ms. Byerwalter and Messrs. Hakansson, Hasler and Merk
(each, a "Candidate" and, together, the "Candidates") are not currently
Directors of the Companies. FOR THE REASONS DISCUSSED BELOW, THE BOARD OF EACH
COMPANY, INCLUDING THE INDEPENDENT DIRECTORS WHO CONSTITUTE A MAJORITY OF EACH
COMPANY'S BOARD OF DIRECTORS, RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF ALL NOMINEES.

BACKGROUND AND BOARD CONSIDERATIONS

The Board is proposing to increase the size of each Board from seven to ten
so that a single group of Directors can oversee each of the Companies and the
Laudus Trust and the Laudus Variable Insurance Trust (each, a "Laudus Fund" and,
together, the "Laudus Funds"). The Laudus Funds are a separate group of mutual
funds that are part of the Schwab mutual fund complex for which Charles Schwab
Investment Management, Inc. ("CSIM") acts as investment adviser and also pro-

vides personnel who provide administrative oversight services. Schwab is the
parent company of both CSIM and US Trust, the parent company of the Advisers.
The Excelsior Funds and the Laudus Funds share certain complex-wide
administrative, compliance, marketing and other functions and the Board of
Directors has determined that a single board of directors overseeing both groups
of funds would provide certain efficiencies and benefits to shareholders of the
Companies. The Candidates, Mariann Byerwalter, William A. Hasler and Nils H.
Hakansson, each currently serves as a Director of the Laudus Funds, and Randall
W. Merk currently serves as a Director of other registered investment companies
included in the Schwab mutual fund complex ("Schwab Funds"). The Companies'
Board and the Laudus Funds' Board have each determined that it would be in the
best interests of their respective shareholders that there be one unitary board
overseeing both the Laudus Funds and the Companies. In the case of the
Companies, the Board determined that the Candidates' familiarity with CSIM's
processes, procedures and personnel, who are currently serving as Company
officers, providing administrative, compliance, product management, marketing
and distribution services to the Companies through the Companies' administrator
and/or investment advisers, UST and NYAMD, could potentially increase the
effectiveness of the Board's oversight over these functions. CSIM personnel also
currently serving as officers, provide administrative oversight, compliance,
product management, marketing and distribution services to the Laudus Funds. The
Board also determined that each of the Candidates has significant experience as
a director of other mutual funds and that this experience, together with their
respective professional backgrounds and other qualifications, could contribute
to and benefit the Board's functioning. Finally, the Companies' Board also
believes, based on information supplied by UST, that unification of the board
structure overseeing the Companies and the Laudus Funds could result in certain
long-term cost and operating efficiencies.

The Laudus Funds' Board and the Companies' Board believe that the benefits
of a unitary board may not be realized unless each of the Candidates is elected
to each Company's Board and each of the Current Directors is elected to the
Laudus Funds' Board. For this reason, each of the Candidates has notified the
Companies' Board that, even if approved by Shareholders at the Meeting, the
Candidate will not serve as a Director of a Company unless each of the other
Candidates has also been approved by the Shareholders of each Company, and each
of the Current Directors has been approved by the shareholders of the Laudus
Funds to serve as a Director of the Laudus Funds. Similarly, each of the Current
Directors
10

has notified the Laudus Funds' Board that, even if approved by shareholders of
each of the Laudus Funds, the Current Director will not serve as a Director of a
Laudus Fund unless each of the other Current Directors has also been approved by
the shareholders of each Laudus Fund and each of the Candidates has been
approved by the Shareholders of each Company. There can be no assurance that
each of the Nominees will be elected to each of the Laudus Funds' and Companies'
Boards. If each Nominee is approved by Shareholders of each Company and
shareholders of the Laudus Funds, the Candidates will begin serving as members
of the Board of Directors of each Company immediately following the later of
their election by either the shareholders of the Companies or the shareholders
of the Laudus Funds. The foregoing is referred to below as the "Contingency."

INFORMATION REGARDING THE NOMINEES. Each Company's Board currently
consists of seven Directors, five of whom have been elected by shareholder vote
and two of whom have been appointed by the Board. Pursuant to the requirements
under the 1940 Act, more than two-thirds of a board's directors must have been
elected by shareholders immediately after the addition of a new director.
Immediately after the addition of the Candidates, less than two-thirds of the
Directors would have been elected by shareholders. Therefore, shareholder
approval is required to add the Candidates. On February 23, 2006, the Nominating
Committee of each Company met and considered the nomination of the Candidates.
Based on the Committee's review and evaluation of each Candidate's experience
and qualifications, and the potential benefits to the Companies of adding new,
experienced directors who are familiar with many of the policies, practices,
procedures and personnel of CSIM and that could add depth and breadth to the
Board, the Committee nominated the Candidates to be presented to the Board of
each Company. The Committee also considered and evaluated the Current Directors
and determined to nominate the Current Directors to be presented to the Board of
each Company to continue to serve as Directors of the Companies. On February 24,
2006, the Board of each Company fixed the size of each Board at ten and approved
the nomination of each of the Nominees to serve as a Director of the Company,
subject to approval of his or her election by Shareholders, as required under
the 1940 Act, and recommended to Shareholders that they approve the Nominees as
Directors of the Companies.

If approved by Shareholders at the Meeting, the Current Directors will
continue to serve as members of the Board of Directors of each Company. Messrs.
Hall, Drake, Lynch and Piel were previously elected to

the Board by a vote of shareholders on September 7, 2001. Messrs. Collins and
Bailey were appointed to the Board on February 25, 2005 and February 27, 2004,
respectively.

Frederick S. Wonham, a current Director and the current Chairman of the
Board of each Company, has notified the Board that he intends to resign from the
Board of each Company, consistent with each Company's retirement age policy,
effective on the date of the Meeting and will not stand for election at the
Meeting. The Board has elected Mr. Drake to assume Mr. Wonham's duties as
Chairman of the Board of each Company on the date of Mr. Wonham's resignation.

Each Nominee has consented to being named in this Proxy Statement and
serving as a Director if elected, subject to the Contingency discussed above.
Except as discussed herein, the Companies know of no reason why any Nominee
would be unable or unwilling to serve if elected.

The business and affairs of each Company, including all of its Funds, are
managed under the direction of its Board of Directors. The table below provides
basic information about each Nominee. The mailing address for each Nominee,
except for Messrs. Bailey, Hakansson, Hasler and Merk and Ms. Byerwalter, is
Excelsior Funds, 225 High Ridge Road, Stamford, CT, 06905. The mailing address
for Mr. Bailey is 114 West 47th Street, New York, NY 10036. The mailing address
for Messrs. Hakansson and Hasler and Ms. Byerwalter is Laudus Trust, P.O. Box
8032, Boston, MA 02266. The address for Mr. Merk is Schwab Funds, 101 Montgomery
Street, San Francisco, CA 94104.

<Table>
<Caption>
TERM OF NUMBER OF
OFFICE(1) FUNDS IN THE
POSITION(S) AND LENGTH PRINCIPAL OCCUPATION FUND COMPLEX
WITH THE OF TIME DURING THE PAST FIVE TO BE OVERSEEN OTHER DIRECTORSHIPS
NAME AND AGE COMPANIES SERVED YEARS BY NOMINEE HELD BY NOMINEE(8)
- ------------ ----------- ---------- -------------------- -------------- -------------------

NOMINEES FOR RE-ELECTION AS INDEPENDENT DIRECTORS (CURRENTLY SERVE AS INDEPENDENT DIRECTORS)
Rodman L. Drake Director Since 1994 Co-Founder of 29(2) BOARD 1 -- Director
Age: 63 Chairman, Baringo Capital LLC and Chairman,
Audit (since 2002); Hyperion Total
Committee President, Return Fund, Inc.
Continuation and Hyperion
Investments Group, Strategic Mortgage
Inc. (from 1997 to Income Fund Inc.
2001). (since 1991).
BOARD
2 -- Director,
Jackson Hewitt Tax
Service Inc. (since
June 2004).
BOARD
3 -- Director,
Student Loan
Corporation (since
May 2005).
</Table>

Morrill Melton Hall, Director Since 2000 Chairman (since 29(2) None
Jr. 1984) and Chief
Age: 61 Executive Officer
(since 1991),
Comprehensive Health
Services, Inc.
(health care
management and
administration).
Roger M. Lynch Director Since 2001 Retired. President, 29(2) None
Age: 65 Corporate Asset
Funding Co., Inc.
(asset
securitization)
(from 1987 to 1999);
Limited Partner
(from 1986 to 1999),
Goldman Sachs & Co.
Jonathan Piel Director Since 1995 Cable television 29(2) None
Age: 67 Chairman, producer and website
Nominating designer; Editor,
Committee Scientific American
(1984 - 1986), and
Vice President,
Scientific American
Inc., (1986 - 1994);
Director, National
Institute of Social
Sciences; Member,
Advisory Board, The
Stone Age Institute,
Bloomington,
Indiana.
John D. Collins Director Since 2005 Retired. Consultant, 29(2) BOARD 1 --
Age: 67 KPMG, LLP (from July Director, Mrs.
1999 to June 2000); Fields Famous
Partner, KPMG, LLP Brands LLC
(from March 1962 to (consumer products)
June 1999). (since December
2004).
</Table>

NOMINEES FOR ELECTION AS NEW INDEPENDENT DIRECTORS (CURRENTLY A CANDIDATE)
Mariann Byerwalter None N/A Chairman of JDN 98(3) BOARD 1 -- Trustee
Age: 45 Corporate Advisory of the Laudus
LLC. From 1996 to Variable Insurance
2001, Ms. Byerwalter Trust, Laudus
was the Vice Trust, The Charles
President for Schwab Family of
Business Affairs and Funds, Schwab
Chief Financial Investments, Schwab
Officer of Stanford Annuity Portfolios
University and, in and Schwab Capital
2001, Special Trust, each a
Adviser to the registered
President of investment company
Stanford University. that is part of the
same mutual fund
complex as the
Companies (together
referred to as the
"Schwab Mutual Fund
Complex"). Schwab
and/or its
affiliates act as
the investment
adviser to each
portfolio in the
Schwab Mutual Fund
Complex. The Schwab
Mutual Fund Complex
consists of 98
portfolios.
BOARD
2 -- Director,
Redwood Trust, Inc.
(mortgage finance).
BOARD
3 -- Director, PMI
Group, Inc.
(mortgage
insurance).
</Table>

Nils H. Hakansson None N/A Retired. Sylvan C. 41(4) BOARD 1 -- Trustee
Age: 68 Coleman Professor of of the Laudus
Finance and Variable Insurance
Accounting, Trust and Laudus
Emeritus, Haas Trust, each a
School of Business, registered
University of investment company
California, Berkeley that is part of the
(since 2003). Mr. Schwab Mutual Fund
Hakansson was a Complex, which also
Professor of Finance includes the
and Accounting, Haas Companies. Schwab
School of Business, and/or its
University of affiliates act as
California, Berkeley the investment
(July 1969 to adviser to each
January 2003). portfolio in the
Schwab Mutual Fund
Complex. The Schwab
Mutual Fund Complex
consists of 98
portfolios.
William A. Hasler None N/A Retired. Dean 98(3) BOARD 1 -- Trustee
Age: 64 Emeritus of the Haas of the Laudus
School of Business Variable Insurance
at the University of Trust, Laudus
California, Trust, The Charles
Berkeley. Until Schwab Family of
February 2004, Funds, Schwab
Co-Chief Executive Investments, Schwab
Officer, Aphton Annuity Portfolios
Corporation (bio- and Schwab Capital
pharmaceuticals). Trust, each a
registered
investment company
that is part of the
Schwab Mutual Fund
Complex, which also
includes the
Companies. Schwab
and/or its
affiliates act as
the investment
adviser to each
portfolio in the
Schwab Mutual Fund
Complex. The Schwab
Mutual Fund Complex
consists of 98
portfolios.
BOARD
2 -- Director,
Aphton Corporation
(bio-
pharmaceuticals).
</Table>

BOARD
3 -- Director,
Mission West
Properties
(commercial real
estate).
BOARD
4 -- Director,
TOUSA (home
building).
BOARD
5 -- Director,
Stratex Networks (a
network equipment
corporation).
BOARD
6 -- Director,
Genitope Corp.
(bio-
pharmaceuticals).
BOARD
7 -- Director,
Solectron
Corporation where
he is also Non-
Executive Chairman
(manufacturing).
BOARD
8 -- Director,
Ditech
Communications
Corporation (voice
communications
technology).
Mr. Hasler has
informed the Board
of the Companies of
his commitment to
reduce by his own
actions or
otherwise the
number of public
company Boards on
which he serves so
that the number of
public company
Boards, including
the Board of the
Schwab Mutual Fund
Complex, on which
he serves will not
exceed six (6) as
of one year from
the date of this
Proxy Statement.
</Table>

NOMINEE FOR RE-ELECTION AS INTERESTED DIRECTOR (CURRENTLY SERVES AS AN INTERESTED DIRECTOR)
James L. Bailey(5) Director Since 2004 Chief Operating 29(2) None
Age: 60 Officer of U.S.
Trust Corporation
(since December
2004) and Executive
Vice President of
U.S. Trust
Corporation and
United States Trust
Company of New York
(since 2003);
President, Excelsior
Funds, Inc.,
Excelsior Tax-Exempt
Funds, Inc. and
Excelsior Funds
Trust (from 2003 to
July 2004);
Consultant in the
financial services
industry (from
August 2000 to
January 2003);
Executive Vice
President of
Citicorp (from 1992
to August 2000).
</Table>

NOMINEE FOR ELECTION AS A NEW INTERESTED DIRECTOR (CURRENTLY A CANDIDATE)
Randall W. Merk(6) None N/A Executive Vice 86(7) BOARD 1 -- Trustee
Age: 51 President, Charles of The Charles
Schwab & Co., Inc. Schwab Family of
(2002-present); Funds, Schwab
President, Schwab Investments, Schwab
Financial Products, Annuity Portfolios
Charles Schwab & and Schwab Capital
Co., Inc. (2002- Trust, each a
present); Director, registered
Charles Schwab Asset investment company
Management (Ireland) that is part of the
Limited; Director, Schwab Mutual Fund
Charles Schwab Bank, Complex, which also
N.A. (since 2006). includes the
Prior to September Companies. Schwab
2002, President and and/or its
Chief Investment affiliates act as
Officer, American the investment
Century Investment adviser to each
Management, and portfolio in the
Director, American Schwab Mutual Fund
Century Companies, Complex. The Schwab
Inc.; Until June Mutual Fund Complex
2001, Chief consists of 98
Investment portfolios.
Officer -- Fixed
Income, American
Century Companies,
Inc.
</Table>

- ---------------

(1) Each Director shall hold office until the election and qualification of his
or her successor, or until he or she sooner dies, resigns or is removed.

(2) This number includes all registered investment companies included in the
Excelsior Funds complex (Excelsior Funds Inc., Excelsior Tax-Exempt Funds,
Inc. and Excelsior Funds Trust) (together, the "Excelsior Funds Complex"),
which is a part of the Schwab Mutual Fund Complex. As of March 31, 2006, the
Excelsior Funds Complex consisted of 29 funds. If each Nominee is elected to
the Board of each Company and the Board of each Laudus Fund and, therefore,
a unitary board is established to oversee both the Companies and the Laudus
Funds, the Current Directors will oversee all registered investment
companies in the Excelsior Funds Complex and the
18

Laudus Funds complex (Laudus Trust and Laudus Variable Insurance Trust)
(together, the "Laudus Funds Complex"), each of which is part of the Schwab
Mutual Fund Complex. As of March 31, 2006, the Excelsior Funds Complex and
Laudus Funds Complex, in the aggregate, consisted of 41 funds.

(3) This number includes all registered investment companies included in the
Schwab Mutual Fund Complex (Excelsior Funds, Inc., Excelsior Tax-Exempt
Funds, Inc., Excelsior Funds Trust, Laudus Trust, Laudus Variable Insurance
Trust, The Charles Schwab Family of Funds, Schwab Investments, Schwab
Annuity Portfolios and Schwab Capital Trust). As of March 31, 2006, the
Schwab Mutual Fund Complex consisted of 98 funds.

(4) This number includes all registered investment companies included in the
Excelsior Funds Complex and Laudus Funds Complex. As of March 31, 2006, the
Excelsior Funds Complex and Laudus Funds Complex, in the aggregate,
consisted of 41 funds.

(5) Mr. Bailey is considered an "interested person" of the Companies (as defined
in the 1940 Act) because of his affiliation with the Companies' Advisers.

(6) If elected, Mr. Merk will be considered an "interested person" of the
Companies (as defined in the 1940 Act) because of his affiliation with the
Companies' Advisers.

(7) This number includes all registered investment companies included in the
Excelsior Funds Complex and the Schwab Funds complex (The Charles Schwab
Family of Funds, Schwab Investments, Schwab Annuity Portfolios and Schwab
Capital Trust) (together, the "Schwab Funds Complex"), each of which is a
part of the Schwab Mutual Fund Complex. As of March 31, 2006, the Excelsior
Funds Complex and Schwab Funds Complex, in the aggregate, consisted of 86
funds. If each Nominee is elected to the Board of each Company and the Board
of each Laudus Fund and, therefore, a unitary board is established to
oversee both the Companies and the Laudus Funds, Mr. Merk will oversee all
registered investment companies included in the Schwab Mutual Fund Complex.
As of March 31, 2006, the Schwab Mutual Fund Complex consisted of 98 funds.

(8) This column includes only directorships of companies required to report to
the SEC under the Securities Exchange Act of 1934 (i.e., public companies)
or other investment companies registered under the 1940 Act.
19

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS. The table below
provides information about the number of Board meetings held during each
Company's most recently completed fiscal year.

<Table>
<Caption>
MOST
RECENTLY COMPLETED NUMBER OF
COMPANY FISCAL YEAR BOARD MEETINGS
- ------- ------------------ ----------------

Excelsior Funds, Inc. ......... March 31, 2006 4
Excelsior Funds Trust.......... March 31, 2006 4
Excelsior Tax-Exempt Funds, March 31, 2006 4
Inc..........................
</Table>

The Companies do not have a policy with respect to the Directors'
attendance at meetings, but as a matter of practice all of the Directors attend
each Company's Board meetings (in person or by telephone) to the extent
possible. None of the Directors attended fewer than 75% of the aggregate amount
of meetings of the Board and Board committees for which they were eligible to
attend.

Each Company has a standing Audit Committee currently consisting of Messrs.
Wonham, Drake, Hall, Lynch, Piel and Collins, each of whom is an Independent
Director. The Audit Committee assists the Board in its oversight of (i) the
integrity of the Companies' financial statements; (ii) the independent
accountant's qualifications and independence; and (iii) the performance of the
Funds' accounting function related to their financial statements. The members of
the Audit Committee meet annually or more often with the Companies' independent
registered public accounting firm to review the Companies' financial statements
and report their findings to the Board. The chart below provides information
about the number of Audit Committee meetings held during each Company's most
recently completed fiscal year.

<Table>
<Caption>
MOST RECENTLY NUMBER OF AUDIT
COMPLETED FISCAL COMMITTEE
COMPANY YEAR MEETINGS
- ------- ---------------- ---------------

Excelsior Funds, Inc. ......... March 31, 2006 4
Excelsior Funds Trust.......... March 31, 2006 4
Excelsior Tax-Exempt Funds,
Inc. ........................ March 31, 2006 4
</Table>

Each Company has a standing Nominating Committee currently consisting of
Messrs. Wonham, Drake, Hall, Lynch, Piel and Collins, each of whom is an
Independent Director. The Nominating Committee is responsible for evaluating and
recommending candidates for election to the Board in the event a position is
vacated or created. The Nominating Committee meets as necessary and the chart
below provides information about the number of Nominating Committee meetings
held during each Company's most recently completed fiscal year.

<Table>
<Caption>
NUMBER OF
MOST RECENTLY NOMINATING
COMPLETED FISCAL COMMITTEE
COMPANY YEAR MEETINGS
- ------- ---------------- ---------------

Excelsior Funds, Inc. ......... March 31, 2006 2
Excelsior Funds Trust.......... March 31, 2006 2
Excelsior Tax-Exempt Funds,
Inc. ........................ March 31, 2006 2
</Table>

The Nominating Committee has adopted a charter, a copy of which is attached
hereto as Appendix B. The Nominating Committee shall review shareholder
recommendations for nominations to fill vacancies on the Board if required by
law to do so. Shareholders who wish to recommend a nominee must send
recommendations in writing and address such recommendation to the Nominating
Committee c/o the Secretary, 225 High Ridge Road, Stamford, CT 06905. The
Nominating Committee has not established specific, minimum qualifications that
must be met before candidates may be considered for Board membership. The
Nominating Committee generally has identified nominees on the basis of
recommendations from various sources, and has evaluated these nominees based on
completed questionnaires and personal interviews. The Candidates were identified
and recommended to the Nominating Committee by the Companies' Chief Executive
Officer and were evaluated according to the process described above.

The Companies do not have a standing compensation committee.

COMPENSATION OF THE DIRECTORS AND OFFICERS. Each Independent Director
receives an aggregate annual fee of $100,000, as well as reimbursement for
reasonable expenses incurred in attending meetings. The Chairman of the Board
receives an additional annual fee of $30,000, the Chairman of the Audit
Committee receives an additional annual fee of $15,000 and the Chairman of the
Nominating Committee receives an additional annual fee of $5,000 for serving in
those capacities. If elected, Ms. Byerwalter and Messrs. Hakansson and Hasler
would be entitled to receive compensation from each Company for serving as
Independent Directors, including reimbursement for reasonable expenses incurred
in attending meetings. Interested Directors and the officers of the Companies do
not receive compensation from the Companies.

The chart below provides information about the total compensation accrued
and payable to the Independent Directors, excluding Mr. Wonham, by each Company
and the Excelsior Funds Complex for each Company's most recently completed
fiscal year. As of March 31, 2006, the Excelsior Funds Complex consisted of 29
Funds.

<Table>
<Caption>
PENSION OR TOTAL
RETIREMENT ESTIMATED COMPENSATION
TOTAL BENEFITS ANNUAL FROM
COMPENSATION ACCRUED AS BENEFITS EXCELSIOR
FROM PART OF FUND UPON FUNDS
NAME OF DIRECTOR COMPANY EXPENSES RETIREMENT COMPLEX
- ---------------- ------------ ------------ ---------- ------------

RODMAN L. DRAKE
Excelsior Funds Trust... $ 8,079 N/A N/A
Excelsior Tax-Exempt
Funds, Inc. .......... $24,429 N/A N/A
Excelsior Funds,
Inc. ................. $82,492 N/A N/A
Total................... $115,000
MORRILL MELTON HALL, JR.
Excelsior Funds Trust... $ 7,025 N/A N/A
Excelsior Tax-Exempt
Funds, Inc. .......... $21,243 N/A N/A
Excelsior Funds,
Inc. ................. $71,732 N/A N/A
Total................... $100,000
ROGER M. LYNCH
Excelsior Funds Trust... $ 7,025 N/A N/A
Excelsior Tax-Exempt
Funds, Inc. .......... $21,243 N/A N/A
Excelsior Funds,
Inc. ................. $71,732 N/A N/A
Total................... $100,000
JONATHAN PIEL
Excelsior Funds Trust... $ 7,376 N/A N/A
Excelsior Tax-Exempt
Funds, Inc. .......... $22,305 N/A N/A
Excelsior Funds,
Inc. ................. $75,319 N/A N/A
Total................... $105,000
JOHN D. COLLINS
Excelsior Funds Trust... $ 7,025 N/A N/A
Excelsior Tax-Exempt
Funds, Inc. .......... $21,243 N/A N/A
Excelsior Funds,
Inc. ................. $71,732 N/A N/A
Total................... $100,000
</Table>

OWNERSHIP OF FUND SECURITIES. The table below shows the dollar range of
equity securities beneficially owned by each Nominee, as of

December 31, 2005, in all registered investment companies overseen (or to be
overseen) by such Nominee in the Excelsior "family of investment companies."

EXCELSIOR FUNDS, INC.

<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
FUNDS OVERSEEN BY
DOLLAR RANGE OF EQUITY NOMINEE IN FAMILY OF
NAME OF NOMINEE SECURITIES FOR EACH FUND INVESTMENT COMPANIES*
- --------------- -------------------------------- -------------------------

NOMINEES FOR INTERESTED
DIRECTORS:
James L. Bailey................. None None
Randall W. Merk................. None $50,001-$100,000
NOMINEES FOR INDEPENDENT
DIRECTORS:
Rodman L. Drake................. Large Cap Growth Fund -- over $100,000
$10,001-$50,000
Value and Restructuring Fund --
$10,001-$50,000
International Fund --
$10,001-$50,000
Pacific/Asia Fund -- $1-$10,000
Emerging Markets Fund --
1-$10,000
Morrill Melton Hall, Jr. ....... International Fund -- $1-$10,000 over $100,000
Core Bond Fund -- $1-$10,000
Intermediate-Term Bond Fund --
$1-$10,000
Short-Term Government Securities
Fund -- $1-$10,000
Pacific/Asia Fund -- $1-$10,000
Blended Equity
Fund -- $1-$10,000
Large Cap Growth Fund --
$1-$10,000
Small Cap Fund -- $1-$10,000
Real Estate Fund -- $1-$10,000
Value and Restructuring Fund --
$10,001-$50,000
Energy and Natural Resources
Fund -- $10,001-$50,000
Money Fund -- $1-$10,000
Government Money Fund --
$1-$10,000
Treasury Money
Fund -- $1-$10,000
Emerging Markets Fund --
$1-$10,000
Roger M. Lynch.................. None None
Jonathan Piel................... Value and Restructuring Fund -- over $100,000
over $100,000
John D. Collins................. None None
Mariann Byerwalter.............. None None
Nils H. Hakansson............... None $50,001-$100,000
William A. Hasler............... None None
</Table>

EXCELSIOR TAX-EXEMPT FUNDS, INC.

NOMINEES FOR INTERESTED
DIRECTORS:
James L. Bailey................. None None
Randall W. Merk................. None $50,001-$100,000
NOMINEES FOR INDEPENDENT
DIRECTORS:
Rodman L. Drake................. Long-Term Tax-Exempt Fund -- over $100,000
$1-$10,000
Morrill Melton Hall, Jr. ....... Long-Term Tax-Exempt Fund -- over $100,000
$1-$10,000
Intermediate-Term Tax-Exempt
Fund -- $1-$10,000
Short-Term Tax-Exempt Securities
Fund -- $1-$10,000
New York Intermediate-Term Tax-
Exempt Fund -- $1-$10,000
California Short-Intermediate
Term Tax-Exempt Income Fund --
$1-$10,000
Tax-Exempt Money Fund --
$1-$10,000
New York Tax-Exempt Money
Fund -- $1-$10,000
Roger M. Lynch.................. None None
Jonathan Piel................... None over $100,000
John D. Collins................. None None
Mariann Byerwalter.............. None None
Nils H. Hakansson............... None $50,001-$100,000
William A. Hasler............... None None
</Table>

EXCELSIOR FUNDS TRUST

NOMINEES FOR INTERESTED
DIRECTORS:
James L. Bailey................. None None
Randall W. Merk................. None $50,001-$100,000
NOMINEES FOR INDEPENDENT
DIRECTORS:
Rodman L. Drake................. None over $100,000
Morrill Melton Hall, Jr. ....... High Yield Fund -- $1-$10,000 over $100,000
Mid Cap Value and Restructuring
Fund -- $10,001-$50,000
Equity Core Fund --
$10,001-$50,000
Equity Income Fund --
$50,001-$100,000
Roger M. Lynch.................. None None
Jonathan Piel................... High Yield Fund -- over $100,000
$50,001-$100,000
Equity Core Fund --
$10,001-$50,000
John D. Collins................. None None
Mariann Byerwalter.............. None None
Nils H. Hakansson............... None $50,001-$100,000
William A. Hasler............... None None
</Table>

- ---------------

* For purposes of the tables above, the Excelsior "family of investment
companies" consists of all registered investment companies in the Excelsior
Funds Complex and the Laudus Funds Complex, each of which is a part of the
Schwab Mutual Fund Complex. As of December 31, 2005, the Excelsior "family of
investment companies" consisted of 40 funds.

VOTING REQUIREMENTS FOR THE PROPOSAL. With respect to each of the
Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds, Inc., the affirmative vote
of a majority of all shares of all Funds of each Company voted at the Meeting at
which a quorum is present, in person or by proxy, is required to elect a Nominee
as a Director of each Company. With respect to the Excelsior Funds Trust, the
affirmative vote of a plurality of all shares of all Funds of the Excelsior
Funds Trust voted at the Meeting at which a quorum is present, in person or by
proxy, is required to elect a Nominee as a Director of the Excelsior Funds
Trust. This means that the ten Nominees for election receiving the highest
number of affirmative votes cast at the Meeting will be elected to the Board of
Excelsior Funds Trust.

THE DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS WHO CONSTITUTE A MAJORITY OF
EACH COMPANY'S BOARD OF DIRECTORS, UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE
"FOR" EACH OF THE NOMINEES.

ADDITIONAL INFORMATION
REGARDING THE EXCELSIOR FUNDS

INFORMATION CONCERNING THE COMPANIES' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM. Deloitte & Touche LLP ("D&T") serves as the independent
registered public accounting firm for each of the Companies. D&T conducts annual
audits of each Company's financial statements, assists in the preparation of the
Companies' federal and state income tax returns and the Companies' filings with
the SEC, and consults with the Companies as to matters of accounting and federal
and state taxation.

Representatives of D&T are not expected to be present at the Meeting, but
have been given an opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence.

As of the date of this Proxy Statement, the aggregate fees to be billed by
D&T during the fiscal year ending March 31, 2006 for the services rendered in
the various categories identified below were not yet finalized. Therefore, the
aggregate fees to be billed by D&T during the fiscal year ended March 31, 2006
for these services, as identified below, are based on estimated amounts
presented to the Joint Audit Committee by D&T in connection with D&T's
appointment to conduct the annual audit of each Company's financial statements.

AUDIT FEES. Below are the aggregate fees billed for each of the last two
fiscal years for professional services rendered by D&T for the audit of the
Companies' annual financial statements and services that are normally provided
by D&T in connection with statutory and regulatory filings or engagements for
those years.

<Table>
<Caption>
COMPANY MARCH 31, 2006* MARCH 31, 2005
- ------- --------------- --------------

Excelsior Tax-Exempt Funds,
Inc. ........................... $166,057 $170,365
Excelsior Funds, Inc. ............ $504,895 $475,822
Excelsior Funds Trust............. $102,047 $127,313
</Table>

- ---------------

* estimated amount

AUDIT-RELATED FEES. Below are the aggregate fees billed in each of the
last two fiscal years for assurance and related services by D&T that are
reasonably related to the performance of the audit of the Companies' financial
statements and are not reported under "Audit Fees" above (together,
"Audit-Related Services"). With respect to engagements that related directly to
the operations or financial reporting of the Companies, there were no fees
billed by D&T for Audit-Related Services to the Advisers or any entity
controlling, controlled by or under common control with the Advisers that
provides ongoing services to the Companies (together referred to herein as
"Affiliated Service Providers") for each of the last two fiscal years.

<Table>
<Caption>
MARCH 31, MARCH 31, DESCRIPTION OF NATURE
COMPANY 2006 2005 OF SERVICES RENDERED
- ------- --------- --------- ---------------------

Excelsior Tax-Exempt Funds, Inc. ............ $0 $ 7,332 D&T's Audit-Related
Excelsior Funds, Inc. ....................... $0 $20,477 Services included a
Excelsior Funds Trust........................ $0 $ 5,479 review of the
accounting conversion
on December 13, 2004
for each of the
Companies.
</Table>

TAX FEES. Below are the aggregate fees billed in each of the last two
fiscal years for professional services rendered by D&T for tax compliance, tax
advice and tax planning (together, "Tax-Related Services"). With respect to
engagements that related directly to the operations or financial reporting of
the Companies, there were no fees billed by D&T for Tax-Related Services to the
Advisers or the Affiliated Service Providers for each of the last two fiscal
years.

<Table>
<Caption>
MARCH 31, MARCH 31, DESCRIPTION OF NATURE
COMPANY 2006* 2005 OF SERVICES RENDERED
- ------- --------- --------- ---------------------

Excelsior Tax-Exempt Funds, Inc. ............ $45,500 $ 45,500 D&T's Tax-Related
Excelsior Funds, Inc. ....................... $97,500 $104,000 Services included the
Excelsior Funds Trust........................ $51,500 $ 56,500 review of income and
excise tax returns
for each of the
Companies.
</Table>

- ---------------

* estimated amount

ALL OTHER FEES. D&T did not bill the Companies for products and services
in each of the last two fiscal years, other than for the services

reported above. With respect to engagements that related directly to the
operations or financial reporting of the Companies, D&T did not bill the
Advisers or the Affiliated Service Providers for products and services in each
of the last two fiscal years.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. The Audit Committee
has adopted policies and procedures that require pre-approval of audit and
non-audit services for the Companies and certain other services provided to the
Advisers and the Affiliated Service Providers in accordance with Rule 2-01(c)(7)
of Regulation S-X. The pre-approval requirement for non-audit services for the
Companies, the Advisers and the Affiliated Service Providers may be waived if:
(i) the aggregate amount of all services provided constitutes not more than 5%
of the total amount of revenues paid to the Companies' independent registered
public accounting firm by the Companies, the Advisers and the Affiliated Service
Providers during the fiscal year in which the services are provided that would
have to be pre-approved by the Audit Committee; (ii) such services were not
recognized at the time of the engagement to be non-audit services; and (iii)
such services are promptly brought to the attention of the Audit Committee and
approved prior to the completion of the audit by the Audit Committee or by a
designated Audit Committee member(s).

AGGREGATE NON-AUDIT FEES. Below are the aggregate non-audit fees billed in
each of the last two fiscal years by D&T for services rendered to the Companies,
the Advisers and the Affiliated Service Providers.

<Table>
<Caption>
EXCELSIOR ADVISERS AND THE
TAX-EXEMPT EXCELSIOR EXCELSIOR AFFILIATED SERVICE
FUNDS, INC. FUNDS, INC. FUNDS TRUST PROVIDERS
----------- ----------- ----------- ------------------

March 31, 2006 $45,500 $ 97,500 $51,500 $ 940,420
March 31, 2005 $52,832 $124,477 $61,979 $1,009,685
</Table>

BOARD CONSIDERATION OF NON-AUDIT SERVICES. The Audit Committee has
considered whether D&T's provision of non-audit services that were rendered to
the Advisers and Affiliated Service Providers that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining D&T's independence.

INFORMATION ABOUT OFFICERS OF THE COMPANIES. The chart below provides
basic information about each Company's officers, as of February 24, 2006.

<Table>
<Caption>
TERM OF OFFICE AND
POSITION(S) WITH LENGTH OF TIME PRINCIPAL OCCUPATION
NAME, AGE AND ADDRESS THE COMPANIES SERVED(1) DURING THE PAST FIVE YEARS
- --------------------- ----------------- ------------------- --------------------------

Evelyn Dilsaver President/Chief Since February 2006 Director, Executive Vice
Age: 50 Executive Officer President and, currently,
101 Montgomery St. President, Charles Schwab
San Francisco, CA Investment Management,
94104 Inc. From June 2003 to
July 2004, Senior Vice
President, Asset
Management Products and
Services Enterprise,
Charles Schwab & Co. Prior
to June 2003, Executive
Vice President, Chief
Financial Officer, and
Chief Administrative
Officer, U.S. Trust, a
subsidiary of The Charles
Schwab Corporation.
Joseph Trainor, CFA Vice President Since February 2004 Managing Director of
Age: 44 United States Trust
114 West 47th Street Company of New York (since
New York, NY 10036 2003) and President, U.S.
Trust Institutional;
President of MFS
Institutional Advisors
(from 1998 to 2002).
</Table>

George Pereira Treasurer/Chief Since December 2005 Senior Vice President and
Age: 42 Financial Officer Chief Financial Officer,
101 Montgomery St. Charles Schwab Investment
San Francisco, CA Management, Inc.;
94104 Director, Charles Schwab
Asset Management (Ireland)
Limited. From December
1999 to November 2004, Sr.
Vice President, Financial
Reporting, Charles Schwab
& Co., Inc. From September
1999 to December 1999,
Chief Financial Officer,
Commerzbank Capital
Markets. Prior to
September 1999, Managing
Director at the New York
Stock Exchange.
Stefanie A. Firtell Chief Compliance Since November 2005 Vice President, United
Age: 32 Officer States Trust Company of
114 West 47th Street New York (since April
New York, NY 10036 2005); Compliance Officer
and Head of Regulatory
Responses, Assistant Vice
President, Deutsche Asset
Management (from 2003 to
2005); Assistant Corporate
Secretary, Triarc
Companies, Inc. (from 2002
to 2003); Attorney, Paul,
Weiss, Rifkind, Wharton &
Garrison (from 2001 to
2002); and Attorney,
Cadwalder Wickersham &
Taft (from 2000 to 2001).
</Table>

Wyndham Clark Anti-Money Since May 2004 Vice President and AML
Age: 47 Laundering Officer, U.S. Trust
225 High Ridge Road Officer Company, N.A. (since
Stamford, CT 06905 2003); Vice President and
Deputy Director Risk
Management, IBJ Whitehall
(banking) (from 2001 to
2002); and Vice President
and Chief Risk Officer,
EMAC, LLC (commercial
lender, asset backed
security issuer) (from
1999 to 2001).
Petros (Peter) L. Chief Legal Since November 2005 Senior Vice President and
Tsirigotis Officer and Assistant General Counsel,
Age: 37 Secretary U.S. Trust (since
114 West 47th Street September 2005); Vice
New York, NY 10036 President and Corporate
Counsel, Prudential
Financial (September 2004
to September 2005);
Associate, Schulte Roth
and Zabel LLP (November
2002 to September 2004)
and Dechert LLP (August
2000 to November 2002).
Prior to August 2000, Mr.
Tsirigotis was an
Attorney/Advisor (Division
of Investment Management)
and Financial Economist
(Office of Economic
Analysis) with the
Securities and Exchange
Commission in Washington,
D.C.
</Table>

Leo Grohowski Vice President Since October 2005 Executive Vice President
Age: 47 and Chief Investment
114 West 47th Street Officer, U.S. Trust
New York, NY 10036 (October 2005 to present);
Chief Investment Officer,
Deutsche Asset Management
Americas and Scudder
Investments (2002-2005);
and Chief Investment
Officer, Deutsche Bank
Private Banking
(1999-2002). Prior to
that, Mr. Grohowski worked
at Bankers Trust where he
served as a senior trust
investment officer of the
Private Bank and head of
the U.S. Investment
Strategy Group.
Mary Martinez Vice President Since July 2004 Managing Director of
Age: 45 United States Trust
114 West 47th Street Company, National
New York, NY 10036 Association (since 2003)
and Chief Operating
Officer of Asset
Management (since December
2005); Chief Executive
Officer of National
Private Banking (October
2004 to December 2005);
Managing Director and
Director of Relationship
Management Service,
Marketing, Information and
Technology at Bessemer
Trust (from 1998 to 2003).
</Table>

Ralph Pastore Vice President Since May 2001 Vice President, United
Age: 35 States Trust Company,
225 High Ridge Road National Association
Stamford, CT 06905 (since 2001); Director,
Mutual Fund Operations,
American Skandia
Investment Services, Inc.
(from 1998 to 2001).
</Table>

- ---------------

(1) The officers of each Company hold office for a one-year term and until their
respective successors are chosen and qualified, or, in each case, until he
or she sooner dies, resigns, is removed, or becomes disqualified in
accordance with each Company's by-laws.

DIRECTOR AND EXECUTIVE OFFICER FUND OWNERSHIP. As of December 31, 2005,
each Company's Directors and executive officer and the Candidates, as a group,
owned less than one percent (1%) of the outstanding shares of each share class
of each Fund.

INFORMATION REGARDING THE COMPANIES' INVESTMENT ADVISERS AND
ADMINISTRATOR. UST Advisers, Inc., a Delaware corporation, and U.S. Trust New
York Asset Management Division, a separately identifiable division of United
States Trust Company, National Association, act as investment advisers to the
Funds of the Companies (together, the "Advisers"). UST Advisers, Inc. is a
wholly-owned subsidiary of United States Trust Company, National Association, a
wholly-owned subsidiary of US Trust, which, in turn, is a wholly-owned
subsidiary of Schwab. Charles R. Schwab is the founder, Chairman and a Director
and significant shareholder of Schwab. As a result of his positions and share
ownership, Mr. Schwab may be deemed to be a controlling person of Schwab and its
subsidiaries.

Prior to April 1, 2006, United States Trust Company of New York, through
NYAMD, and UST, a wholly-owned subsidiary of U.S. Trust Company, N.A., acted as
the investment advisers to the Funds of the Companies. Effective April 1, 2006,
United States Trust Company of New York, effected a change in its bank charter
to become a national bank and changed its name to United States Trust Company,
National Association. In addition, U.S. Trust Company, N.A. merged with United
States Trust Company, National Association with United States Trust Company,
National Association as the surviving entity. This reorganization and name
change did not result in any change in the nature, level or quality of the
services to be provided by the Advisers under the investment advisory agreements
or result in a change of control or management of the Advisers.

The Advisers provide investment management services to the following Funds:

<Table>
<Caption>
INVESTMENT ADVISER AND ADDRESS NAME OF FUND
- ------------------------------ ------------

EXCELSIOR FUNDS, INC.
UST Advisers, Inc. Small Cap Fund
225 High Ridge Road Money Fund
Stamford, CT 06905 Value and Restructuring Fund
Emerging Markets Fund
Government Money Fund
</Table>

<Table>
<Caption>
INVESTMENT ADVISER AND ADDRESS NAME OF FUND
- ------------------------------ ------------

Treasury Money Fund
U.S. Trust New York Asset Core Bond Fund
Management Division Intermediate-Term Bond Fund
114 W. 47th Street Short-Term Government
Securities
New York, NY 10036 Fund
Blended Equity
International Fund
Energy and Natural Resources
Fund
Pacific/Asia Fund
Real Estate Fund
Large Cap Growth Fund

EXCELSIOR TAX-EXEMPT FUNDS, INC.
UST Advisers, Inc. California Short-Intermediate
Term
Tax-Exempt Income Fund
Tax-Exempt Money Fund
New York Tax-Exempt Money Fund
U.S. Trust New York Asset Long-Term Tax-Exempt Fund
Management Division Intermediate-Term Tax-Exempt
Fund
Short-Term Tax-Exempt
Securities Fund
New York Intermediate-Term Tax-
Exempt Fund

EXCELSIOR FUNDS TRUST
UST Advisers, Inc. None
U.S. Trust New York Asset Equity Income Fund
Management Division Equity Core Fund
High Yield Fund
Mid Cap Value and Restructuring
Fund
International Equity Fund
Total Return Bond Fund
Income Fund
</Table>

UST Advisers, Inc. also serves as each Fund's administrator. BISYS Fund
Services Ohio, Inc., which is located at 3435 Stelzer Road, Columbus, Ohio,
43219, serves as each Fund's sub-administrator.

INFORMATION REGARDING THE COMPANIES' PRINCIPAL UNDERWRITER. BISYS Fund
Services Limited Partnership, which is located at 100 Summer Street, Suite 1500,
Boston, Massachusetts 02110, serves as the principal underwriter for the shares
of the Companies' Funds.

5% SHAREHOLDERS. As of March 31, 2006, the following persons were the only
persons who were record owners or, to the knowledge of the Funds, were
beneficial owners of 5% or more of each Fund's outstanding shares. The Funds
believe that most of the shares referred to in the table below were held by such
persons in accounts for their fiduciary, agency, or custodial customers.

As of March 31, 2006, the Advisers held of record approximately the
following percentage of outstanding shares of the Funds' share classes, as agent
or custodian for their customers:

<Table>
<Caption>
FUND NAME TITLE OF CLASS AMOUNT OF SHARES % OF CLASS*
- --------- -------------------- ----------------- -----------

EXCELSIOR FUNDS, INC.
Blended Equity Fund............ Shares 7,465,494.55 60.45%
Emerging Markets Fund.......... Shares 22,771,025.57 28.85%
Emerging Markets Fund.......... Institutional Shares 1,945,543.51 96.46%
Energy and Natural Resources
Fund......................... Shares 4,161,670.89 20.83%
International Fund............. Shares 22,569,470.29 71.49%
Large Cap Growth Fund.......... Shares 47,490,710.60 85.96%
Large Cap Growth Fund.......... Retirement Shares 122.10 100.00%
Pacific/Asia Fund.............. Shares 17,783,437.59 85.09%
Real Estate Fund............... Shares 6,621,899.61 59.47%
Small Cap Fund................. Shares 25,155,393.35 81.15%
Small Cap Fund................. Retirement Shares 62.98 100.00%
Value and Restructuring Fund... Shares 17,071,497.95 13.55%
Value and Restructuring Fund... Institutional Shares 544,784.81 10.76%
Core Bond Fund................. Shares 15,250,930.33 48.03%
Core Bond Fund................. Retirement Shares 114.36 100.00%
Core Bond Fund................. Institutional Shares 108,053.15 76.57%
Intermediate-Term Bond Fund.... Shares 58,623,966.75 94.22%
Short Term Government
Securities Fund.............. Shares 33,634,698.20 68.69%
Government Money Fund**........ Shares 392,715,458.00 95.72%
Money Fund**................... Institutional Shares 356,986,903.00 68.42%
</Table>

<Table>
<Caption>
FUND NAME TITLE OF CLASS AMOUNT OF SHARES % OF CLASS*
- --------- -------------------- ----------------- -----------

Money Fund**................... Shares 958,972,560.00 92.90%
Treasury Money Fund**.......... Shares 286,874,094.00 78.49%

EXCELSIOR TAX-EXEMPT FUNDS,
INC.
California Short-Intermediate
Term Tax-Exempt Income
Fund......................... Shares 7,387,363.83 79.74%
Intermediate-Term Tax-Exempt
Fund......................... Shares 32,267,679.96 85.28%
Long-Term Tax-Exempt Fund...... Shares 4,624,716.80 75.83%
New York Intermediate-Term
Tax-Exempt Fund.............. Shares 12,732,469.79 83.28%
Short-Term Tax-Exempt
Securities Fund.............. Shares 16,409,493.22 87.55%
New York Tax-Exempt Money
Fund......................... Shares 376,026,055.00 83.98%
Tax-Exempt Money Fund.......... Shares 2,054,071,108.00 95.02%

EXCELSIOR FUNDS TRUST
Equity Core Fund............... Shares 10,019,107.84 96.39%
Equity Core Fund............... Institutional Shares 3,996,603.31 93.34%
Equity Income Fund............. Retirement Shares 118.72 100.00%
Equity Income Fund............. Institutional Shares 22,989,019.69 95.71%
International Equity Fund...... Institutional Shares 5,632,312.63 92.28%
Mid Cap Value and Restructuring
Fund......................... Shares 7,941,090.65 65.69%
Mid Cap Value and Restructuring
Fund......................... Retirement Shares 57.67 100.00%
Mid Cap Value and Restructuring
Fund......................... Institutional Shares 1,381,043.05 26.67%
High Yield Fund................ Shares 25,939,469.91 85.78%
High Yield Fund................ Institutional Shares 2,571,609.10 96.86%
Income Fund.................... Institutional Shares 11,458,935.65 78.47%
Total Return Bond Fund......... Institutional Shares 18,088,408.04 91.91%
</Table>

- ---------------

* Unless denoted otherwise, Atwell & Co. is the nominee for the Advisers.
Atwell & Co., FBO 050, P.O. Box 456, Wall Street Station, New York, NY 10005;
Atwell & Co, FBO 051, P.O. Box 2044, Peck Slip Station, New York, NY 10038;
or Atwell & Co. FBO 052, P.O. Box 2044, Peck Slip Station, New York, NY
10038.

** US Trust, Technology Support Services, Inc., Attn. Trade Support, 499
Washington Blvd., 7th Fl, Jersey City, NJ 07310.

<Table>
<Caption>
AMOUNT OF PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER SHARES SHARE CLASS OWNERSHIP
- ------------------------------- ------------- ----------- ---------

MONEY FUND -- INSTITUTIONAL
Robin Hood Foundation...................... 34,419,701.71 6.60% Record
Attn Karen Outlaw
826 Broadway 7th Fl
New York NY 10003-4826
Welsh Carson Anderson & Stowe XLP.......... 40,357,952.21 7.73% Record
C/O Jonathan Rather/ David Mintz/
Rona Drogy
320 Park Ave Ste 2500
New York NY 10022-6815
WCAS Capital Partners IV LP................ 40,368,034.21 7.74% Record
320 Park Ave Ste 2500
New York NY 10022-6815

VALUE AND RESTRUCTURING
FUND -- INSTITUTIONAL
Fidelity Investments Institutional......... 3,228,123.68 63.76% Record
Operations Co Inc As Agent
For Certain Employee Benefit Plans
100 Magellan Way KW1C
Covington KY 41015-1999
SEI Trust Company.......................... 364,061.08 7.19% Record
C/O CBWM
Attn Mutual Funds
One Freedom Valley Dr
Oaks PA 19456

BLENDED EQUITY FUND
Charles Schwab & Co Inc.................... 1,361,644.20 11.03% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

LARGE CAP GROWTH FUND
Charles Schwab & Co Inc.................... 4,181,182.80 7.57% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

SMALL CAP FUND
Charles Schwab & Co Inc.................... 2,410,239.78 7.77% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
</Table>

<Table>
<Caption>
AMOUNT OF PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER SHARES SHARE CLASS OWNERSHIP
- ------------------------------- ------------- ----------- ---------

VALUE AND RESTRUCTURING FUND
Charles Schwab & Co Inc.................... 49,094,759.81 38.97% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
John Hancock Life Insurance Co USA......... 8,728,375.76 6.93% Record
Attn Rosie Chuck USSRS SEG FND/ACC
250 Bloor St 7th Floor
Toronto Ontario Canada M4W 1E5

MID CAP VALUE AND RESTRUCTURING FUND
Charles Schwab & Co Inc.................... 1,946,129.70 16.10% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

ENERGY AND NATURAL RESOURCES
Charles Schwab & Co Inc.................... 5,753,273.39 28.80% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

REAL ESTATE FUND
Charles Schwab & Co Inc.................... 2,014,968.98 18.10% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

INTERNATIONAL FUND
Charles Schwab & Co Inc.................... 3,139,679.93 9.95% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
</Table>

<Table>
<Caption>
AMOUNT OF PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER SHARES SHARE CLASS OWNERSHIP
- ------------------------------- ------------- ----------- ---------

PACIFIC/ASIA FUND
Charles Schwab & Co Inc.................... 1,246,513.47 5.96% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

EMERGING MARKETS FUND
Charles Schwab & Co Inc.................... 28,032,532.44 35.51% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

SHORT-TERM GOVERNMENT SECURITIES FUND
Charles Schwab & Co Inc.................... 2,678,884.30 5.47% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

CORE BOND FUND
Charles Schwab & Co Inc.................... 3,030,763.43 9.54% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

HIGH YIELD FUND
Charles Schwab & Co Inc.................... 1,608,836.50 5.32% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

CORE BOND -- INSTITUTIONAL
Turtle & Co................................ 32,960.89 23.36% Record
C/O State Street Bank & Trust Co
PO Box 5489
Boston MA 02206-5489
</Table>

<Table>
<Caption>
AMOUNT OF PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER SHARES SHARE CLASS OWNERSHIP
- ------------------------------- ------------- ----------- ---------

MID CAP VALUE AND RESTRUCTURING --
INSTITUTIONAL
Charles Schwab & Co Inc.................... 3,541,114.86 68.39% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

CA SHORT-INTERMEDIATE TERM TAX EXEMPT
INCOME
Charles Schwab & Co Inc.................... 1,124,810.78 12.14% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

LONG TERM TAX-EXEMPT FUND
Charles Schwab & Co Inc.................... 355,241.37 5.83% Record
Special Custody A/C For
Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

VALUE AND RESTRUCTURING FUND -- RETIREMENT
State Street Bank & Trust Co CUST.......... 7,293.10 40.33% Record
FBO Advance Tood Inc
Deferred Savings & PSP
801 Pennsylvania Ave
Kansas City MO 64105-1307
William S Aichele Ttee..................... 5,197.77 28.74% Record
Univest Corp Of PA
66 Brooks Dr
Braintree MA 02184-3839
State Street Bank And Trust Co............. 1,446.63 8.00% Record
As Cust For Unifab Inc 401K
801 Pennsylvania Ave
Kansas City MO 64105-1307
State Street Bank And Trust Co............. 2,532.77 14.00% Record
As Cust For Newton Savings Bank
Employees 401K Savings Plan
801 Pennsylvania Ave
Kansas City MO 64105-1307
</Table>

The Companies have been advised by Schwab that any shares of a Company's
Funds over which Schwab and/or its affiliates (other than the

Advisers and US Trust) have voting power will be voted in the same proportion as
the vote of all other Shareholders of such Fund.

QUORUM. In order to act upon a Proposal, a quorum is required to be
present at the Meeting. Any lesser number of shares, however, is sufficient for
adjournments. With respect to Excelsior Funds, Inc. and Excelsior Tax-Exempt
Funds, Inc. a quorum is constituted by the presence, in person or by proxy, of
the holders of more than 50% of the outstanding shares of such Company entitled
to vote. With respect to Excelsior Funds Trust, a quorum is constituted by the
presence, in person or by proxy, of the holders of more than one-third of the
outstanding shares of the Company entitled to vote.

Abstentions and "broker non-votes" (i.e., proxies received from brokers or
nominees indicating that they have not received instructions from the beneficial
owner or other person entitled to vote shares) will not be counted for or
against the Proposal, but will be counted for purposes of determining whether a
quorum is present. Abstentions and broker non-votes will be counted as votes
present for purposes of determining whether a "majority of all shares" with
respect to Excelsior Funds, Inc. and Excelsior Tax-Exempt Funds, Inc. is present
at the Meeting and will therefore have the effect of counting against the
Proposal for these Companies. Abstentions and broker non-votes will not affect
the Proposal for purposes of Excelsior Funds Trust because of that Company's
plurality voting requirement. The Companies believe that brokers who hold shares
as record owners for beneficial owners have the authority under the rules of the
various stock exchanges to vote those shares with respect to the Proposal when
they have not received instructions from beneficial owners. However, consistent
with applicable rules, each broker may adopt its own policies regarding whether
and how it will vote uninstructed shares.

ADJOURNMENT. In the event that sufficient votes in favor of the Proposal
are not received by the time scheduled for the Meeting, the persons named as
proxies may propose one or more adjournments of the Meeting for a period or
periods to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of the votes cast on the question, in
person or by proxy, at the session of the Meeting to be adjourned. The persons
named as proxies will vote in favor of adjournments those proxies that they are
entitled to vote in favor of the Proposal. They will vote against any such
adjournment those proxies required to be voted against the Proposal. US Trust
and its affiliates will bear the costs of any additional solicitation and any
adjourned sessions.

COMMUNICATIONS WITH THE BOARD. Shareholders wishing to submit written
communications to the Board should send their communications to the Secretary of
the Companies at 225 High Ridge Road, Stamford, CT 06905. Any such
communications received will be reviewed by the Board at its next regularly
scheduled meeting.

SHAREHOLDER PROPOSALS. The Companies do not intend to hold meetings of
shareholders except to the extent that such meetings are required under the 1940
Act or state law. Shareholders who wish to submit proposals for inclusion in the
proxy statement for a subsequent shareholder meeting should send their written
proposals to the Secretary of the Companies at 225 High Ridge Road, Stamford, CT
06905 within a reasonable time before such meeting.

REPORTS TO SHAREHOLDERS. Each Company will furnish, without charge, copies
of such Company's most recent semi-annual and annual reports to shareholders to
any shareholder upon request. Each Company's semi-annual and annual reports to
shareholders may be obtained from such Company by writing to that Company at
Excelsior Funds, P.O. Box 8529, Boston, MA 02266-8529, by calling (800) 446-1012
or by the Internet: http://www.excelsiorfunds.com.

OTHER MATTERS. The Directors know of no other business to be brought
before the Meeting. However, if any other matters properly come before the
Meeting, it is their intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named in the enclosed form of proxy.

---------------------

SHAREHOLDERS ARE URGED TO COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY. SHAREHOLDERS ARE
ENCOURAGED TO VOTE THEIR SHARES BY TELEPHONE
OR THROUGH THE INTERNET.

APPENDICES

APPENDIX A

As of March 31, 2006, the outstanding shares of each Company were as
follows:

<Table>
<Caption>
INSTITUTIONAL RETIREMENT
EXCELSIOR FUNDS, INC. SHARES CLASS SHARES CLASS SHARES CLASS
- --------------------- ---------------- -------------- ------------

Blended Equity Fund.......................... 12,349,451.23
Emerging Markets Fund........................ 78,938,977.03 2,016,920.59
Energy and Natural Resources Fund............ 19,976,184.51
International Fund........................... 31,568,534.13
Large Cap Growth Fund........................ 55,246,471.76 122.10
Pacific/Asia Fund............................ 20,901,364.52
Real Estate Fund............................. 11,134,178.87
Small Cap Fund............................... 31,000,899.11 62.98
Value and Restructuring Fund................. 125,986,685.98 5,063,281.13 18,085.31
Core Bond Fund............................... 31,752,878.06 141,126.97 114.36
Intermediate-Term Bond Fund.................. 62,221,951.02
Short-Term Government Securities Fund........ 48,968,535.89
Government Money Fund........................ 410,269,392.74
Money Fund................................... 1,032,310,407.61 521,783,914.34
Treasury Money Fund.......................... 365,490,257.16

EXCELSIOR TAX-EXEMPT FUNDS, INC.
- ---------------------------------------------
California Short-Intermediate Term Tax-Exempt
Income Fund................................. 9,264,114.68
Intermediate-Term Tax-Exempt Fund............ 37,835,824.65
Long-Term Tax-Exempt Fund.................... 6,098,562.82
New York Intermediate-Term Tax-Exempt Fund... 15,288,184.25
Short-Term Tax-Exempt Securities Fund........ 18,743,926.27
New York Tax-Exempt Money Fund............... 447,734,460.53
Tax-Exempt Money Fund........................ 2,161,628,157.94

EXCELSIOR FUNDS TRUST
- ---------------------------------------------
Equity Core Fund............................. 10,394,715.16 4,281,566.63
Equity Income Fund........................... 24,018,860.67 118.72
International Equity Fund.................... 6,103,546.18
Mid Cap Value and Restructuring Fund......... 12,089,973.41 5,177,940.34 57.67
High Yield Fund.............................. 30,240,232.12 2,654,997.66
Income Fund.................................. 14,602,093.81
Total Return Bond Fund....................... 19,680,892.11
</Table>

A-1

APPENDIX B

EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
EXCELSIOR FUNDS TRUST
(THE "COMPANIES")

NOMINATING COMMITTEE CHARTER

I. THE COMMITTEE.

The Nominating Committee (the "Committee") is a committee of, and
established by, the Boards of Directors/Trustees of the Companies (the
"Boards"). The Committee shall be comprised entirely of all of the current
"independent directors/trustees." For purposes of this Charter, independent
directors/trustees shall mean directors/trustees who are not interested persons
of the Companies as defined in the Investment Company Act of 1940, as amended
(the "1940 Act").

II. BOARD NOMINATIONS AND FUNCTIONS.

1. The Committee shall make recommendations for nominations for independent
director/trustee membership on the Boards the full Boards. The selection and
nomination of independent directors/trustees shall be committed solely to the
discretion of the independent directors/trustees. In this regard, the Committee
shall be solely responsible for researching, recruiting, considering and naming
such candidates. The Committee shall evaluate candidates' qualifications for
Board membership and the independence of such candidates under the 1940 Act.

2. The Committee also shall evaluate candidates' qualifications and make
recommendations for "interested" members on the Boards to the full Boards.

3. The Committee may, but shall not be required to, adopt from time to time
specific, minimum qualifications that the Committee believes a candidate must
meet before being considered as a candidate for Board membership. The Committee
shall comply with any rules adopted from time to time by the Securities and
Exchange Commission, and any applicable state and other laws, regarding
investment company nominating committees and the nomination of persons to be
considered as candidates for Board membership.

4. The Committee shall review shareholder recommendations for nominations
to fill vacancies on the Boards if the Committee is required

B-1

by law to do so. Any such recommendations must be submitted in writing and
addressed to the Committee at the Companies' offices. The Committee's policy
regarding its procedures for considering candidates for the Boards, including
any recommended by shareholders, is attached hereto as Appendix A.

III. COMMITTEE NOMINATIONS AND FUNCTIONS.

The Committee shall make recommendations to the full Boards for nomination
of independent directors for membership on all committees of the Boards.

IV. OTHER POWERS AND RESPONSIBILITIES.

1. The Committee shall meet in open or executive sessions as they may deem
appropriate. The Committee may invite members of management, counsel, advisers
and others to attend its meetings as it deems appropriate. The Committee shall
have separate sessions with management and others, as and when it deems
appropriate.

2. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to retain special counsel
and other experts or consultants at the expense of the Companies.

3. The Committee shall report its activities to the Boards and make such
recommendations as the Committee may deem necessary or appropriate.

4. A majority of the members of the Committee shall constitute a quorum for
the transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may meet in
person or by telephone, or other communication method by means of which all
persons participating in the meeting can hear each other at the same time.

Dated: February 25, 2005

B-2

APPENDIX A

NOMINATING COMMITTEE POLICY
REGARDING SELECTION OF DIRECTOR/TRUSTEE NOMINEES

When a vacancy on the Boards exists or is anticipated, or when the
Nominating Committee ("Committee") deems it desirable to select a new or
additional director/trustee, the Committee will consider any candidate for
Director/Trustee recommended by a current shareholder if the Committee is
required by law to do so. Any such recommendation must contain sufficient
background information concerning the candidate to enable the Committee to make
a proper judgment as to the candidate's qualifications. The Committee, however,
will not be required to solicit recommendations from the Companies'
shareholders.

The Committee has not established specific, minimum qualifications that
must be met by an individual for the Committee to recommend that individual for
nomination as a Director/Trustee. In seeking candidates to consider for
nomination to fill a vacancy on the Boards, or when the Committee deems it
desirable to select a new or additional director/trustee, the Committee expects
to seek referrals from a variety of sources, including current
directors/trustees, management of the Companies and counsel to the Companies.
The Committee may also engage a search firm to identify or evaluate or assist in
identifying or evaluating candidates.

In evaluating candidates for a position on the Boards, the Committee
considers a variety of factors, including, as appropriate:

(i) the candidate's knowledge in matters relating to the mutual fund
industry;

(ii) any experience possessed by the candidate as a director or senior
officer of public companies;

(iii) the candidate's educational background;

(iv) the candidate's reputation for high ethical standards and
personal and professional integrity;

(v) any specific financial, technical or other expertise possessed by
the candidate, and the extent to which such expertise would complement
the Boards' existing mix of skills and qualifications;

A-1

(vi) the candidate's perceived ability to contribute to the ongoing
functions of the Boards, including the candidate's ability and
commitment to attend meetings regularly and work collaboratively with
other members of the Boards;

(vii) the candidate's ability to qualify as an independent
director/trustee for purposes of the 1940 Act, the candidate's
independence from the Companies' service providers and the existence
of any other relationships that might give rise to conflict of
interest or the appearance of a conflict of interest;

(viii) the candidate's age relative to any age limitation on
nominations; and

(ix) such other factors as the Committee determines to be relevant in
light of the existing composition of the Boards and any anticipated
vacancies or other transitions (e.g., whether or not a candidate is an
"audit committee financial expert" under the federal securities laws).

Prior to making a final recommendation to the Boards, the Committee may
conduct personal interviews with the candidates it concludes are the most
qualified. Any candidates recommended by shareholders will be evaluated in the
same manner.

A-2

ezVote(SM) Consolidated Proxy Card

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

THIS FORM IS YOUR EZVOTE CONSOLIDATED PROXY. IT REFLECTS ALL OF YOUR ACCOUNTS
REGISTERED TO THE SAME SOCIAL SECURITY OR TAX I.D. NUMBER AT THIS ADDRESS. BY
VOTING AND SIGNING THE CONSOLIDATED PROXY CARD, YOU ARE VOTING ALL OF THESE
ACCOUNTS IN THE SAME MANNER AS INDICATED ON THE REVERSE SIDE OF THE FORM.

EXCELSIOR FUNDS TRUST
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
(each, a "Company" and, together, the "Companies")
PROXY FOR THE MEETING OF SHAREHOLDERS - JUNE 28, 2006

The undersigned shareholder(s) of the Companies, revoking previous proxies,
hereby appoint(s) David Rosenberg and Shelley Harding-Riggen, and each of them
(with full power of substitution), the proxies of the undersigned to attend the
Meetings of Shareholders of the Companies to be held on June 28, 2006, at the
offices of Charles Schwab & Co., Inc., 101 Montgomery Street, San Francisco,
California, at 8:30 a.m., Pacific time, and any adjournments thereof (the
"Meeting"), and to vote all of the shares of the Companies that the undersigned
would be entitled to vote at the Meeting upon the proposal set forth herein with
respect to each Company and upon any other matter that may properly come before
the Meeting. This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned.

IF YOU SIGN THE PROXY WITHOUT OTHERWISE INDICATING A VOTE ON THE PROPOSAL, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW. AS TO
ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING, THE SHARES WILL BE
VOTED BY THE PROXIES IN ACCORDANCE WITH THEIR JUDGMENT. The undersigned
acknowledges receipt of the Notice of Meeting of Shareholders and the
Proxy Statement. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES/DIRECTORS OF EACH COMPANY, WHICH UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES LISTED BELOW.

Date __________________, 2006

________________________________________________________

Signature(s) (Joint Owners) (PLEASE SIGN WITHIN BOX)
Please print and sign exactly as your name(s) appear on
this card to authorize the voting of your shares. When
signing as attorney or executor, administrator, trustee
or guardian, please give full title as such. If a
corporation, please sign in full corporate name by
president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
For joint accounts, each joint owner must sign.

Excelsior EZ - MK

IF VOTING THE CONSOLIDATED PROXY CARD DO NOT SIGN, DATE OR RETURN
THE INDIVIDUAL BALLOTS

THREE EASY WAYS TO VOTE

To vote by Telephone

1) Read the Proxy Statement and have the Consolidated Proxy Card at hand.

2) Call 1-888-221-0697.

3) Follow the simple instructions.

To vote by Internet

1) Read the Proxy Statement and have the Consolidated Proxy Card at hand.

2) Go to WWW.PROXYWEB.COM

3) Follow the simple instructions.

To vote by Mail

1) Read the Proxy Statement.

2) Check the appropriate box on the reverse side.

3) Sign, date and return the Consolidated Proxy Card using the enclosed
envelope.

IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD.

(STOP SIGN GRAPHIC)

IF YOU HAVE VOTED THE CONSOLIDATED PROXY CARD ABOVE, DO NOT VOTE THE INDIVIDUAL
BALLOTS ON THE REVERSE SIDE AND ANY ACCOMPANYING PAGES. IF YOU SIGN AND VOTE
BOTH THE CONSOLIDATED PROXY CARD AND AN INDIVIDUAL BALLOT, YOUR VOTE ON THE
CONSOLIDATED PROXY CARD WILL CONTROL.

INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying
pages, if necessary) you will find individual ballots,
one for each of your accounts for each fund of the
Companies in which you own shares (an "Individual
Ballot"). If you wish to vote each of these Individual
Ballots separately, sign in the signature box below,
mark each Individual Ballot to indicate your vote,
detach the form at the perforation above and return
the Individual Ballots portion only.

NOTE: IF YOU CHOOSE TO VOTE EACH INDIVIDUAL BALLOT
SEPARATELY, DO NOT RETURN THE CONSOLIDATED PROXY
CARD ABOVE.

Date __________________, 2006

________________________________________________________

Excelsior IND - MK

ezVote(SM) Consolidated Proxy Card

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK
OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR EACH COMPANY

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

Nominees For: (01) Rodman L. Drake, (02) Morrill Melton ("Mel") Hall,
Independent Trustee (03) Roger M. Lynch Jr., (04) Jonathan Piel,
(05) John D. Collins, (06) Mariann Byerwalter,
(07) William A. Hasler and (08) Nils H. Hakannson
[ ] [ ] [ ]
Nominees For (09) James L. Bailey and (10) Randall W. Merk
Interested Trustee

* To withhold authority to vote for any individual, mark the box "FOR ALL
EXCEPT" and write the Nominee's number on the line below.

_______________________________________________________________________________

PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.

Excelsior EZ - MK

IF VOTING THE CONSOLIDATED PROXY CARD DO NOT SIGN, DATE OR RETURN THE
INDIVIDUAL BALLOTS

INDIVIDUAL BALLOTS
NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE
INDIVIDUAL BALLOTS BELOW.

EQUITY INCOME FUND
Excelsior Funds Trust

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ___________________________________

FUND NAME PRINTS HERE
TRUST NAME PRINTS HERE

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ________________________________

CORE BOND FUND
Excelsior Funds, Inc.

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ________________________________

FUND NAME PRINTS HERE
TRUST NAME PRINTS HERE

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT _________________________________

Excelsior IND - MK

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. [X]

INDIVIDUAL BALLOTS
NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT, DO NOT VOTE THE INDIVIDUAL
BALLOTS BELOW.

EQUITY INCOME FUND
EXCELSIOR FUNDS TRUST

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ________________________________________

FUND NAME PRINTS HERE
TRUST NAME PRINTS HERE

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ________________________________________

CORE BOND FUND
EXCELSIOR FUNDS, INC.

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ________________________________________

FUND NAME PRINTS HERE
TRUST NAME PRINTS HERE

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ________________________________________

EQUITY INCOME FUND
EXCELSIOR FUNDS TRUST

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ________________________________________

FUND NAME PRINTS HERE
TRUST NAME PRINTS HERE

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ________________________________________

CORE BOND FUND
EXCELSIOR FUNDS, INC.

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ________________________________________

FUND NAME PRINTS HERE
TRUST NAME PRINTS HERE

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR [ ] [ ] [ ]
THE COMPANY

(See instructions and Nominee list on consolidated ballot.)

* EXCEPT ________________________________________

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

To vote by Telephone

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call 1-888-221-0697.
3) Follow the simple instructions.

To vote by Internet

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to WWW.PROXYWEB.COM
3) Follow the simple instructions.

To vote by Mail

1) Read the Proxy Statement.
2) Check the appropriate box on the reverse side.
3) Sign, date and return the Proxy card using the enclosed envelope.

IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD.

FUND NAME PRINTS HERE EXCELSIOR FUNDS TRUST
COMPANY NAME PRINTS HERE EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
(each, a "Company")
PROXY FOR THE MEETING OF SHAREHOLDERS - JUNE 28, 2006

The undersigned shareholder(s) of a Company, revoking previous proxies, hereby
appoint(s) David Rosenberg and Shelley Harding-Riggen, and each of them (with
full power of substitution), the proxies of the undersigned to attend the
Meeting of Shareholders to be held on June 28, 2006, at the offices of Charles
Schwab & Co., Inc., 101 Montgomery Street, San Francisco, California, at 8:30
a.m., Pacific time, and any adjournments thereof (the "Meeting"), and to vote
all of the shares of the Company that the undersigned would be entitled to vote
at the Meeting upon the proposal set forth herein and upon any other matter that
may properly come before the Meeting.

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned.

Date __________________, 2006

________________________________________________________

Excelsior - MK

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR
NUMBER 2 PENCIL. [X]

PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES/DIRECTORS, WHICH
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES
LISTED BELOW.

PROPOSAL: TO ELECT TRUSTEES/DIRECTORS FOR THE COMPANY FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

Nominees For (09) James L. Bailey and (10) Randall W. Merk
Interested Trustee

* To withhold authority to vote for any individual, mark the box "FOR ALL
EXCEPT" and write the Nominee's number on the line below.

- --------------------------------------------------------------------------------

PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.

Excelsior - MK