FORM OF ASSUMPTION
AGREEMENT made as of July 31, 2000 by Federated Administrative
Services ("FAS"), a Delaware trust, and Federated Services Company ("FSCo"), a
Pennsylvania corporation.
WHEREAS, Excelsior Funds, Inc., Excelsior Tax Exempt Funds, Inc., and
Excelsior Institutional Trust (the "Companies") are registered as an open-end
management investment companies under the Investment Company Act of 1940;
WHEREAS, FAS is service provider to one or more of each Company's
investment portfolios pursuant to the Amended and Restated Administration
Agreement ("Agreement") dated July 31, 1998;
WHEREAS, FAS is transferring to FSCo its obligations under the
Agreement;
WHEREAS, FAS and FSCo desire to have FSCo assume the obligations of
FAS under the Agreement;
NOW THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. FSCo hereby assumes all of the rights and obligations of FAS
under the Agreement.
2. FSCo shall indemnify, defend and hold FAS harmless from and
against any loss, damages or expense (including legal fees and expenses),
relating to the performance or nonperformance by FSCo of the obligations of FAS
under the Agreement that are being assumed by FSCo pursuant to this Assumption
Agreement, that pertain to the period beginning with the date of this Assumption
Agreement.
3. FAS shall indemnify, defend and hold FSCo harmless from and
against any loss, damages, expense or interest (including legal fees and
expenses) relating to the performance or nonperformance by FAS of the
obligations of FAS contained in the Agreement that pertain to the period ending
on the date immediately preceding the date of this Assumption Agreement.
4. FSCo hereby represents that, in connection with its assumption of
rights and obligations of FAS with respect to the Companies, (i) the management
personnel of FSCo responsible for providing administration services to the
Companies under the Agreement were employees of FAS who continued to provide
such services for the Companies, and (ii) FSCo is the parent company of FAS.
Consequently, FSCo believes that the assumption does not involve a change in
actual control with respect to FAS.
5. This Assumption shall be subject to the consent of the Boards of
Directors of Excelsior Funds, Inc. and Excelsior Tax Exempt Funds, Inc. and the
Board of Trustees of Excelsior Institutional Trust.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this instrument to be executed by their officers designated
below as of the day and year first above written.
FEDERATED ADMINISTRATIVE SERVICES
By: _______________________
(Authorized Officer)
FEDERATED SERVICES COMPANY
By: _______________________
(Authorized Officer)
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