EXCELSIOR TAX-EXEMPT FUNDS, INC.
AMENDMENT NO. 1
TO
CUSTODY AGREEMENT
WHEREAS, Excelsior Tax-Exempt Funds, Inc. ("▇▇▇ ▇▇▇▇") and The Chase
Manhattan Bank ("the Bank") 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 Directors 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 Directors 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 TAX-EXEMPT FUNDS, INC.
By: /s/ F. S. Wonham
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Title: President and Treasurer
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THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Senior Vice President
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