EXHIBIT (h)(2)
Amended Exhibit A
to the
Amended and Restated Administration Agreement
EXCELSIOR INSTITUTIONAL TRUST
-----------------------------
Income Fund
Equity Fund
Total Return Bond Fund
International Equity Fund
Optimum Growth Fund
Value Equity Fund
High Yield Fund
In consideration of the mutual covenants set forth in the Amended and
Restated Administration Agreement dated as of July 31, 1998 among Excelsior
Institutional Trust (the "Company"), Chase Global Funds Services Company
("CGFSC"), Federated Administrative Services ("FAS") and U.S. Trust Company
("U.S. Trust") (formerly known as U.S. Trust Company of Connecticut), the
Company, Federated Services Company ("FSC") and CGFSC execute and deliver this
amended Exhibit A with respect to the Funds set forth above, and with respect to
any class or series thereof, first set forth in this Exhibit. FSC assumed all
of the rights and obligations of FAS on __________, 2000 pursuant to an
Assumption Agreement dated as of the same date.
Pursuant to Section 3 of the Agreement, FSC agrees to provide
facilities, equipment, and personnel to carry out the following administrative
services to the Funds, with the understanding that CGFSC will provide all other
services and duties set forth in said Section 3 but not otherwise listed below:
(a) Performing a due diligence review of SEC required reports
and notices to shareholders of record and to the SEC including, without
limitation, Semi-Annual and Annual Reports to Shareholders, Semi-Annual Reports
on Form N-SAR, Proxy Statements and SEC share registration notices;
(b) Reviewing the Company's Registration Statement on Form N-1A
or any replacement therefor;
(c) Reviewing and filing with the National Association of
Securities Dealers, Inc. all sales literature (advertisements, brochures and
shareholder communications) for each of the Funds and any class or series
thereof;
(d) Preparing distributor's reports to the Company's Board of
Trustees;
(e) Performing internal audit examinations in accordance with a
charter to be adopted by FSC and the Company;
(f) Upon request, providing individuals reasonably acceptable to
the Company's Board of Trustees for nomination, appointment, or election as
officers of the
Company, who will be responsible for the management of certain of the Funds'
affairs as determined by the Company;
(g) Consulting with the Funds and the Company's Board of
Trustees, as appropriate, on matters concerning the distribution of Funds;
(h) Monitoring the Company's arrangements with respect to
services provided by organizations ("Organizations") under its Distribution
Plan. With respect to Organizations, FSC shall specifically monitor and review
the services rendered under the Distribution Plan by Organizations to their
customers who are the beneficial owners of shares, pursuant to agreements
between the Company and such Organizations ("Agreements"), including, without
limitation, reviewing the qualifications of financial institutions wishing to be
Organizations, assisting in the execution and delivery of Agreements, reporting
to the Company's Board of Trustees with respect to the amounts paid or payable
by the Company from time to time under the Agreements and the nature of the
services provided by Organizations, and maintaining appropriate records in
connection with such duties;
(i) Monitoring the Company's arrangements with respect to
services provided by certain organizations ("Service Organizations") under its
Administrative Services Plan, provided that FSC will only be responsible for
monitoring arrangements with Service Organizations with whom FSC has established
the servicing relationship on behalf of the Company. With respect to such
Service Organizations, FSC shall specifically monitor and review the services
rendered by Service Organizations to their customers who are the beneficial
owners of shares, pursuant to agreements between the Company and such Service
Organizations ("Servicing Agreements"), including, without limitation, reviewing
the qualifications of financial institutions wishing to be Service
Organizations, assisting in the execution and delivery of Servicing Agreements,
reporting to the Company's Board of Trustees with respect to the amounts paid or
payable by the Company from time to time under the Servicing Agreements and the
nature of the services provided by Service Organizations, and maintaining
appropriate records in connection with such duties; and
(j) Consulting with CGFSC and the Company regarding the
jurisdictions in which the Company's shares shall be registered or qualified for
sale and, in connection therewith, reviewing and monitoring the actions of CGFSC
in maintaining the registration or qualification of shares for sale under the
securities laws of any state. Payment of share registration fees and any fees
for qualifying or continuing the qualification of any Fund as a dealer or
broker, if applicable, shall be made by that Fund.
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Witness the due execution hereof this ____ day of _______, 2000.
EXCELSIOR INSTITUTIONAL TRUST
________________________________________
Name:
Title:
FEDERATED SERVICES COMPANY
________________________________________
Name:
Title:
CHASE GLOBAL FUNDS SERVICES COMPANY
________________________________________
Name:
Title:
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