ASSUMPTION AGREEMENT
AGREEMENT made as of June 19, 1998 among U.S. TRUST COMPANY OF THE
PACIFIC NORTHWEST ("U.S. Trust Pacific"), a wholly-owned subsidiary of U.S.
TRUST CORPORATION, U.S. TRUST COMPANY OF CALIFORNIA ("U.S. Trust California"), a
wholly-owned subsidiary of U.S. TRUST CORPORATION, and XXXXXX CAPITAL
MANAGEMENT, INC. ("Xxxxxx Capital").
WHEREAS, Excelsior Institutional Trust (the "Trust") is registered as
an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, U.S. Trust Pacific has been previously appointed as
investment adviser to the Balanced Fund (the "Fund") of the Trust pursuant to an
Investment Advisory Agreement dated November 15, 1995 and Xxxxxx Capital has
been previously appointed as sub-investment adviser to the Trust pursuant to a
Investment Sub-Advisory Agreement by and between U.S. Trust Pacific and Xxxxxx
Capital dated November 15, 1995 (the "Sub-Advisory Agreement");
WHEREAS, U.S. Trust Pacific intends to reorganize into U.S. Trust
California;
WHEREAS, U.S. Trust Pacific and U.S. Trust California desire to have
U.S. Trust California assume the rights, responsibilities, liabilities, and
obligations of U.S. Trust Pacific under the Sub-Advisory Agreement with respect
to the Fund.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. U.S. Trust California, in consideration for the right to receive
payment of fees under the Investment Advisory Agreement, hereby assumes all the
rights, responsibilities, liabilities and obligations of U.S. Trust Pacific
under the Sub-Advisory Agreement with respect to the Fund.
2. This Assumption Agreement shall be attached to and made a part of
the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
U.S. TRUST COMPANY OF THE PACIFIC NORTHWEST
/s/Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
U.S. TRUST COMPANY OF CALIFORNIA
/s/Xxxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President and CEO
XXXXXX CAPITAL MANAGEMENT, INC.
/s/Xxxxxx X. XxXxxxxx
---------------------
Name: Xxxxxx X. XxXxxxxx
Title: President and C.O.O.
