Exhibit g(3)
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, effective as of September 24, 2003, by and among
DOMINI INSTITUTIONAL TRUST, a Massachusetts business trust (the "Fund") and
INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company ("Investors
Bank").
WHEREAS the Fund and Investors Bank entered into a Custody Agreement
dated April 8, 1996, as amended from time to time (the "Custodian Agreement");
and
WHEREAS, the Fund and Investors Bank desire to amend the Custodian
Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:
1. Amendment.
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Section 2.8 of the Custodian Agreement is hereby amended by deleting such
Section 2.8 in its entirety and by inserting in lieu thereof, the following:
"PROPER INSTRUCTIONS. Proper Instructions shall mean (i) instructions
regarding the purchase or sale of Portfolio Securities, and payments
and deliveries in connection therewith, given by any two Authorized
Persons, such instructions to be given in such form and manner as the
Bank and the Fund shall agree upon from time to time, and (ii)
instructions (which may be continuing instructions) regarding other
matters signed or initialed by any two Authorized Persons. Oral
instructions will be considered Proper Instructions if the Bank
reasonably believes them to have been given by an Authorized Person.
The Fund shall cause all oral instructions to be promptly confirmed in
writing, signed by two Authorized Persons. The Bank shall act upon and
comply with any subsequent Proper Instruction which modifies a prior
instruction and the sole obligation of the Bank with respect to any
follow-up or confirming instruction shall be to make reasonable efforts
to detect any discrepancy between the original instruction and such
confirmation and to report such discrepancy to the Fund. The Fund shall
be responsible, at the Fund's expense, for taking any action, including
any reprocessing, necessary to correct any such discrepancy or error,
and to the extent such action requires the Bank to act, the Fund shall
give the Bank specific Proper Instructions as to the action required.
Proper Instructions may include communication effected directly between
electro-mechanical or electronic devices and the Fund agrees that such
procedures afford adequate safeguards for the Fund's assets.
2. Miscellaneous.
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(a) Except as amended hereby, the Custodian Agreement shall remain
in full force and effect.
[Remainder of Page Intentionally Left Blank]
(b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Managing Director
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DOMINI INSTITUTIONAL TRUST
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Treasurer
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