PURCHASE AGREEMENT
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Excelsior Institutional Trust (the "Company"), a Delaware business trust,
and Edgewood Services, Inc. ("Edgewood"), a New York corporation, hereby agree
with each other as follows:
1. The Company hereby offers Edgewood and Edgewood hereby purchases one
share each of the Optimum Growth and Value Equity Funds of the Company
at $10 per share (collectively, the "Shares"). The Company hereby
acknowledges receipt from Edgewood of funds in the total amount of $20
in full payment for the Shares.
2. Edgewood represents and warrants to the Company that the Shares are
being acquired for investment purposes and not with a view to the
distribution thereof.
IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the parties
hereto have executed this Agreement as of the ____ day of __________ 1996.
EXCELSIOR INSTITUTIONAL TRUST
By:_____________________________
its
EDGEWOOD SERVICES, INC.
By:____________________________
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