EXCELSIOR INSTITUTIONAL TRUST
AMENDMENT NO. 3
TO
CUSTODY AGREEMENT
WHEREAS, The Chase Manhattan Bank (the "Bank") and Excelsior Institutional
Trust (the "Fund") desire to amend the Custody Agreement (the "Agreement") dated
as of September 1, 1995 (as amended and restated on August 1, 1997) by and
between them to change the time period required for notice of termination of the
Agreement from 60 to 45 days.
NOW THEREFORE, the parties hereto, intending to be legally bound hereby,
agree that the Agreement is amended as follows:
1. Paragraph No. 17 shall henceforth read:
"17. TERMINATION. This Agreement may be terminated by the Fund or the
Bank by 45 days' written notice to the other, sent by registered mail. If
notice of termination is given by the Bank, the Fund shall, within 60 days
following the giving of such notice, deliver to the Bank a certified copy
of a resolution of the Board of Trustees of the Fund specifying the names
of the persons to whom the Bank shall deliver such Securities and cash,
after deducting therefrom any amounts which the Bank determines to be owed
to it under Section 15 hereof. If within 60 days following the giving of a
notice of termination by the Bank, the Bank does not receive from the Fund
a certified copy of a resolution of the Board of Trustees of the Fund
specifying the names of the persons to whom the cash in each Deposit
Account shall be paid and to whom the Securities in each Custody Account
shall be delivered, the Bank, at its election, may deliver such Securities
and pay such cash to a bank or trust company doing business in the State of
New York and qualified as a custodian under the Investment Company Act of
1940 and other applicable rules and regulations to be held and disposed of
pursuant to the provisions of this Agreement, or to Authorized Persons, or
may continue to hold such Securities and cash until a certified copy of one
or more resolutions as aforesaid is delivered to the Bank. The obligations
of the parties hereto regarding the use of reasonable care, indemnities and
payment of fees and expenses shall survive the termination of this
Agreement, and the obligations of each Portfolio of the Fund to indemnify
and/or hold harmless other persons or entities under this Agreement shall
be the several (and not the joint or joint and several) obligation of each
Portfolio of the Fund."
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of July 31, 1998.
EXCELSIOR INSTITUTIONAL TRUST
By: /s/ F.S Wonham
---------------
Title: President and Treasurer
-----------------------
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Title: Senior Vice President
---------------------
