<PAGE>
As filed with the Securities and Exchange Commission on February 27, 1996
File Nos. 33-78264, 811-8490
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 8
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 10
Excelsior Institutional Trust
(Exact Name of Registrant as Specified in Charter)
73 Tremont St., Boston, Massachusetts 02108
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 617-557-8000
John M. Corcoran
73 Tremont St., Boston, Massachusetts 02108
(Name and Address of Agent for Service)
Copy To: Roger P. Joseph, Esq.
Bingham, Dana & Gould, 150 Federal Street, Boston, Massachusetts 02110
It is proposed that this filing will become effective (check appropriate box)
[x] Immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
1
<PAGE>
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[X] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has previously registered an indefinite number of its shares of
beneficial interest under the Securities Act of 1933, as amended, pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended. The Registrant
filed the notice required by Rule 24f-2 (for the fiscal year ending May 31,
1995) on July 30, 1995.
Federated Investment Portfolios has also executed this Registration Statement.
2
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 8 (the "Amendment") to the Registrant's
registration statement on Form N-1A (the "Registration Statement") is being
filed with respect to Excelsior Institutional Equity Fund, Excelsior
Institutional Income Fund, Excelsior Institutional Total Return Bond Fund,
Excelsior Institutional Bond Index Fund, Excelsior Institutional Balanced Fund,
Excelsior Institutional Equity Growth Fund and Excelsior Institutional
International Equity Fund (collectively, the "Funds"), each a series of the
Registrant. The Amendment is being filed in order to designate March 1, 1996 as
the new effective date for the Registrant's Post-Effective Amendment No. 5 which
was filed on December 19, 1995 and would have become effective on February 19,
1996 pursuant to paragraph (a)(i) of Rule 485. On February 16, 1996, the
Registrant filed Post-Effective Amendment No. 6 pursuant to paragraph (b)(v) of
Rule 485 in order to designate February 27, 1996 as the effective date of
Post-Effective Amendment No. 5. Registrant's Post-Effective Amendment No. 7,
which was filed on February 23, 1996 pursuant to paragraph (a)(ii) of Rule 485,
does not relate to the prospectus incorporated by reference to this Amendment.
PROSPECTUS
Incorporated herein by reference from Post-Effective Amendment No. 5 to the
Registration Statement, as filed with the SEC on December 19, 1995.
STATEMENT OF ADDITIONAL INFORMATION
Incorporated herein by reference from Post-Effective Amendment No. 5 to the
Registration Statement, as filed with the SEC on December 19, 1995.
5
<PAGE>
EXCELSIOR INSTITUTIONAL TRUST
CROSS-REFERENCE SHEET
(As Required by Rule 495)
PART A ITEM NUMBER: Prospectus Headings.
1. COVER PAGE: Cover Page.
2. SYNOPSIS: Summary of Expenses.
3. CONDENSED FINANCIAL INFORMATION: Financial Highlights.
4. GENERAL DESCRIPTION OF REGISTRANT: Cover Page; Investment Objectives and
Policies; Special Information Concerning Hub and Spoke(R) Structure Applicable
to the Bond Index Fund.
5. MANAGEMENT OF THE FUND: Management of the Trust.
5A. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE: Not applicable.
6. CAPITAL STOCK AND OTHER SECURITIES: Cover Page; Pricing of Shares; How
to Purchase, Exchange and Redeem Shares; Tax Matters; Management of the Trust;
Dividends and Capital Gains Distributions; Description of Shares, Voting Rights
and Liabilities.
7. PURCHASE OF SECURITIES BEING OFFERED: How to Purchase, Exchange and
Redeem Shares; Investor Programs.
8. REDEMPTION OR REPURCHASE: How to Purchase, Exchange and Redeem Shares;
Investor Programs.
9. PENDING LEGAL PROCEEDINGS: Not applicable.
PART B ITEM NUMBER: Statement of Additional Information Headings.
10. COVER PAGE: Cover Page.
11. TABLE OF CONTENTS: Table of Contents.
12. GENERAL INFORMATION AND HISTORY: Not applicable.
3
<PAGE>
13. INVESTMENT OBJECTIVES AND POLICIES: Investment Objectives, Policies and
Restrictions.
14. MANAGEMENT OF THE FUND: Management of the Trust.
15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES: Management of the
Trust.
16. INVESTMENT ADVISORY AND OTHER SERVICES: Management of the Trust; see
Prospectus -- "Management of the Trust".
17. BROKERAGE ALLOCATION AND OTHER PRACTICES: Investment Objectives,
Policies and Restrictions.
18. CAPITAL STOCK AND OTHER SECURITIES: Excelsior Institutional Trust;
Taxation; Description of the Trust; Fund Shares; see Prospectus -- "Management
of the Trust" and "Description of Shares, Voting Rights and Liabilities".
19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED:
Determination of Net Asset Value; Valuation of Securities; Additional Purchase,
Exchange and Redemption Information.
20. TAX STATUS: Taxation; see Prospectus -- "Tax Matters".
21. UNDERWRITERS: Management of the Trust; see Prospectus -- "Management of
the Trust".
22. CALCULATION OF PERFORMANCE DATA: Performance Information.
23. FINANCIAL STATEMENTS: Financial Statements.
PART C
Information required to be included in Part C is set forth under the
appropriate items, so numbered, in Part C of this Registration Statement.
4
<PAGE>
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements:
The Financial Statements included in Part A are as follows:
Financial Highlights: Excelsior Institutional Equity Fund, Excelsior
Institutional Income Fund, Excelsior Institutional Total Return Bond Fund,
Excelsior Institutional Bond Index Fund, Excelsior Institutional Balanced Fund,
Excelsior Institutional Equity Growth Fund, and Excelsior Institutional
International Equity Fund.
The Financial Statements included in Part B are as follows:
Excelsior Institutional Trust
Statement of Assets and Liabilities, May 31, 1995
Statements of Operations, Commencement of Operations through May 31,
1995
Statements of Changes in Net Assets, Commencement of Operations
through May 31, 1995
Financial Highlights
Notes to Financial Statements, May 31, 1995
Report of Ernst & Young LLP
St. James Portfolios
Schedule of Investments, May 31, 1995
Statement of Assets and Liabilities, May 31, 1995
Statements of Operations, Commencement of Operations through May 31,
1995
Statements of Changes in Net Assets, Commencement of Operations
through May 31, 1995
Supplementary Data
Notes to Financial Statements, May 31, 1995
Report of Price Waterhouse LLP
(b) Exhibits:
1. Trust Instrument of the Registrant. 5
1(a). Amended and Restated Schedule A to Trust
Instrument of the Registrant. 5
<PAGE>
2. By-Laws of the Registrant. 5
5(a). Form of Investment Advisory Agreement 7
5(b). Form of Investment Subadvisory Agreement 7
6. Distribution Agreement between the Registrant
and Edgewood Services, Inc. 6
8(a). Form of Custodian Agreement between the Registrant
and Chase Manhattan Bank, N.A. 7
8(b). Form of Subcustodian Agreement between Chase
Manhattan Bank, N.A. and foreign subcustodians. 7
9(a). Form of Administration Agreement between the
Registrant and United States Trust Company
of New York, Chase Global Funds Services Company
and Federated Administrative Services 7
9(b). Form of Fund Accounting and Servicing Agreement
between the Registrant and Federated Services Company 7
9(c). Form of Shareholder Servicing Agreement between
the Registrant and certain financial institutions. 2
9(d). Form of Transfer Agency Agreement between the
Registrant and Mutual Funds Service Company. 2
10. Opinion of Counsel. 2
11. Consents of Independent Auditors/Accountants. 9
13. Investor Representation Letter of Initial Shareholder. 2
16. Schedule for Computation of Performance Quotations. 2
17. Financial Data Schedules. 7
18(a). Powers of Attorney for Trustees and officers of the Trust. 8
18(b). Powers of Attorney for Trustees and officers of Federated
Investment Portfolios. 7
2
<PAGE>
1 Incorporated herein by reference from the Registrant's Registration
Statement on Form N-1A (File Nos. 33-78264 and 811-8490) (the "Registration
Statement"), as filed with the Securities and Exchange Commission (the "SEC") on
April 28, 1994.
2 Incorporated herein by reference from Pre-Effective Amendment No. 2 to the
Registration Statement, as filed with the SEC on June 22, 1994.
3 Incorporated herein by reference from Post-Effective Amendment No. 1 to the
Registration Statement, as filed with the SEC on July 13, 1994.
4 Incorporated herein by reference from Post-Effective Amendment No. 2 to the
Registration Statement, as filed with the SEC on September 28, 1994.
5 Incorporated herein by reference from Post-Effective Amendment No. 3 to the
Registration Statement, as filed with the SEC on June 13, 1995.
6 Incorporated herein by reference from Post-Effective Amendment No. 4 to the
Registration Statement, as filed with the SEC on October 2, 1995.
7 Incorporated herein by reference from Post-Effective Amendment No. 5 to the
Registration Statement, as filed with the SEC on December 19, 1995.
8. Incorporated herein by reference from Post-Effective Amendment No. 6 to the
Registration Statement, as filed witih the SEC on February 16, 1996.
9. Filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
Shares of Beneficial Interest (par value $.00001).
Title of Class: Number of Record Holders As
3
<PAGE>
of December 4, 1995.
Excelsior Institutional Equity Fund: 3
Excelsior Institutional Income Fund: 2
Excelsior Institutional Total Return Bond Fund: 3
Excelsior Institutional Bond Index Fund: 2
Excelsior Institutional Balanced Fund: 2
Excelsior Institutional Equity Growth Fund: 2
Excelsior Institutional International Equity Fund: 2
ITEM 27. INDEMNIFICATION.
Reference is hereby made to Article IX of the Registrant's Trust
Instrument, filed as an exhibit to this Registration Statement.
The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940,
as amended (the "1940 Act").
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "1933 Act"), may be permitted to directors, trustees,
officers and controlling persons of the Registrant and the principal underwriter
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, trustee,
officer, or controlling person of the Registrant and the principal underwriter
in connection with the successful defense of any action, suite or proceeding) is
asserted against the Registrant by such director, trustee, officer or
controlling person or principal underwriter in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
4
<PAGE>
United States Trust Company of New York ("U.S. Trust") is a full-service
state-chartered bank located in New York, New York. The name, position with U.S.
Trust, address, principal occupation and type of business are set forth below
for the trustees and certain senior executive officers of U.S. Trust, including
those who are engaged in any other business, profession, vocation, or employment
of a substantial nature.
SAMUEL C. BUTLER -- Trustee/Director; Cravath, Swaine & Moore, Worldwide
Plaza, 825 Eighth Avenue, New York, NY 10019 ; Partner in Cravath, Swaine &
Moore (law firm).
PETER O. CRISP -- Trustee/Director; Venrock Associates, Room 5600, 30
Rockefeller Plaza, New York, NY 10112; General Partner in Venrock Associates.
ANTONIA M. GRUMBACH -- Trustee/Director; Patterson, Belknap, Webb & Tyler,
30 Rockefeller Plaza, New York, NY 10112 ; Partner in Patterson, Belknap, Webb &
Tyler (law firm).
H. MARSHALL SCHWARZ -- Trustee/Director; Chairman of the Board and Chief
Executive Officer; United States Trust Co. of New York, 114 West 47th Street,
New York, NY 10036; Chairman of the Board & Chief Executive Officer of U.S.
Trust Corporation and U.S. Trust Company of N.Y. (bank).
PHILIPPE DE MONTEBELLO -- Trustee/Director; Metropolitan Museum of Art,
1000 Fifth Avenue, New York, NY 10029-0198; Director of the Metropolitan Museum
of Art (art museum).
PAUL W. DOUGLAS -- Trustee/Director; 250 Park Avenue, Room 1900, New York,
NY 10177; Retired
FREDERIC C. HAMILTON -- Trustee/Director; Hamilton Oil Corp., 1560
Broadway, Suite 2000, Denver, CO 80202 ; Chairman of the Board of Hamilton Oil
Corp. (oil & gas exploration).
FRANK S. STREETER -- Honorary Trustee; 380 Madison Ave., 4th Floor, New
York, NY 10017 ; Trustees and Corp.
JOHN H. STOOKEY -- Trusteee/Director; Quantum Chemical Corp., 99 Park
Avenue, New York, NY 10016; Director, Chairman of the Board, Chief Executive
Officer and President of Quantum Chemical Corp.
ROBERT N. WILSON -- Trustee/Director; Johnson & Johnson, One Johnson &
Johnson Plaza, New Brunswick, NJ 08933 ; Vice Chairman of the Board of Johnson &
Johnson.
PETER L. MALKIN -- Trustee/Director; Wein, Malkin & Bettex , Lincoln
5
<PAGE>
Building, 60 East 42nd Street, New York, NY 10165 ; Chairman of Wein, Malkin &
Bettex.
RICHARD F. TUCKER -- Trustee/Director; 11 Over Rock Lane, Westport, CT
06880 ; Retired.
CARROLL L. WAINRIGHT, JR. -- Trustee/Director; Milbank, Tweed, Hadley &
McCloy, One Chase Manhattan Plaza, New York, NY 10005 ; Consulting Partner of
Milbank, Tweed, Hadley & McCloy (law firm).
DONALD M. ROBERTS -- Trustee/Director, Vice Chairman and Treasurer; United
States Trust Company of New York, 114 West 47th Street, New York, NY 10036; Vice
Chairman of the Board and Treasurer of U.S. Trust Corporation and United States
Trust Company of New York (bank).
FREDERICK B. TAYLOR -- Trustee/Director, Vice Chairman and Chief Investment
Officer; United States Trust Company of New York; 114 West 47th Street, New
York, NY 10036; Vice Chairman and Chief Investment Officer of U.S. Trust
Corporation and United States Trust Company of New York (bank).
JEFFREY S. MAURER -- Trustee/Director, President; United States Trust
Company of New York, 114 West 47th Street, New York, NY 10036; president of U.S.
Trust Corporation and U.S. Trust Company of New York (bank).
DANIEL P. DAVISON -- Trustee/Director; Christie, Manson & Woods
International, Inc., 502 Park Avenue, New York, NY 10021; Chairman, Christie,
Manson & Woods International, Inc. (fine art auctioneer).
TOM KILLEFER -- Honorary Trustee; United States Trust Company of New York,
114 West 47th Street, New York, NY 10036; Former Chairman of the Board and
President of U.S. Trust Corporation and United States Trust Company of New York
(bank).
ORSON D. MUNN -- Trustee/Director; Munn, Bernhard & Associates, Inc., 6
East 43rd Street , 28th Floor, New York, NY 10017 ; Chairman and Director of
Munn, Bernhard & Associates, Inc. (investment advisory firm).
WALTER N. ROTHSCHILD, JR. -- Trustee/Director; 145 East 48th Street, Suite
16D, New York, NY 10017 ; Corporate Director and Trustee.
PHILIP L. SMITH -- Trustee/Director; P.O. Box 205, Oakledge, Mount Sunapee,
NH 03772 ; Corporate Director and Trustee.
EDWIN D. ETHERINGTON -- Trustee/Director; P.O. Box 100, Old Lyme, CT 06371;
President Emeritus, Wesleyan University, and Former President of American Stock
Exchange (education).
6
<PAGE>
HAROLD J. HUDSON, JR. -- Honorary Trustee; General Reinsurance Co.,
Financial Center, P.O. Box 10350, Stamford, CT 06904; Former Chairman of the
Board of General Reinsurance Corporation.
United States Trust Company of the Pacific Northwest ("UST-PN") is a full-
service state chartered bank located in Portland, Oregon. The name, position
with UST-PN, address, principal occupation and type of business are set forth
below for the trustees and certain senior executive officers of UST-PN,
including those who are engaged in any other business, profession, vocation, or
employment of a substantial nature.
RALPH C. RITTENOUR, JR. -- Trustee/Director; United States Trust Company of
the Pacific Northwest, 4380 SW Macadam Avenue, Suite 450, Portland, OR 97201;
Chairman and Chief Executive Officer of United States Trust Company of the
Pacific Northwest (bank).
CHARLES J. SWINDELLS -- Trustee/Director; United States Trust Company of
the Pacific Northwest, 4380 SW Macadam Avenue, Suite 450, Portland, OR 97201;
President of United States Trust Company of the Pacific Northwest (bank).
NANCY L. JACOB, PH.D. -- Trustee/Director; United States Trust Company of
the Pacific Northwest, 4380 SW Macadam Avenue, Suite 450, Portland, OR 97201;
Executive Vice President of United States Trust of the Pacific Northwest (bank).
RICHARD ACKERMAN -- Trustee/Director; United States Trust Company of the
Pacific Northwest, 4380 SW Macadam Avenue, Suite 450, Portland, OR 97201; Chief
Administrative Officer and Senior Vice President of United States Trust Company
of the Pacific Northwest (bank).
STEPHEN BRINK -- Trustee/Director; United States Trust Company of the
Pacific Northwest, 4380 SW Macadam Avenue, Suite 450, Portland, OR 97201 ;
Senior Vice President and Chief Investment Officer of United States Trust
Company of the Pacific Northwest (bank).
MARCIA BENNETT -- Trustee/Director; United States Trust Company of the
Pacific Northwest, 4380 SW Macadam Avenue, Suite 450, Portland, OR 97201; Senior
Vice President, Trust Officer and Operations Officer of United States Trust
Company of the Pacific Northwest (bank).
MARV VUKOVICH -- Trustee/Director; United States Trust Company of the
Pacific Northwest, 4380 SW Macadam Avenue, Suite 450, Portland, OR 97201; Vice
President and Chief Financial Officer of United States Trust Company of the
Pacific Northwest (bank).
7
<PAGE>
CAROL HIBBS -- Trustee/Director; Tonkon Torp, Galen, Marmaduke & Booth,
1600 Pioneer Tower, 888 SW Fifth Avenue, Portland, OR 97204; Attorney at Tonkon
Torp, Galen, Marmaduke & Booth (law firm).
Becker Capital Management, Inc. ("Becker") is a registered Investment
Adviser located in Portland, Oregon. The name, position with Becker, address,
principal occupation and type of business are set forth below for the trustees
and certain senior executive officers of Becker, including those who are engaged
in any other business, profession, vocation, or employment of a substantial
nature.
PATRICK E. BECKER -- Director; President and Chief Investment Officer;
Becker Capital Management, Inc., 1211 SW Fifth Avenue, #2185, Portland, OR
97204; President and Chief Investment Officer of Becker Capital Management, Inc.
(investment advisory).
JANEEN S. MCANINCH -- Director; Executive Vice President; Becker Capital
Management, Inc. , 1211 SW Fifth Avenue, #2185, Portland, OR 97204; Executive
Vice President of Becker Capital Management, Inc. (investment advisory).
GEARY T. BECKER -- Senior Vice President - Fixed Income; Becker Capital
Management, Inc. , 1211 SW Fifth Avenue, #2185, Portland, OR 97204 , Senior Vice
President - Fixed Income of Becker Capital Management, Inc. (investment
advisory).
MICHAEL C. MALONE -- Senior Vice President - Marketing; Becker Capital
Management, Inc. , 1211 SW Fifth Avenue, #2185, Portland, OR 97204 ; Senior Vice
President - Marketing of Becker Capital Management, Inc. (investment advisory).
DONALD L. WOLCOTT -- Vice President - Equity Portfolio Manager; Becker
Capital Management, Inc., 1211 SW Fifth Avenue, #2185, Portland, OR 97204; Vice
President - Equity Portfolio Manager of Becker Capital Management, Inc.
(investment advisory).
ROBERT N. SCHAEFFER -- Vice President - Equity Portfolio Manager; Becker
Capital Management, Inc., 1211 SW Fifth Avenue, #2185, Portland, OR 97204; Vice
President - Equity Portfolio Manager of Becker Capital Management, Inc.
(investment advisory).
MICHAEL F. MCCOY -- Vice President - Quantitative Research; Becker Capital
Management, Inc., 1211 SW Fifth Avenue, #2185, Portland, OR 97204; Vice
President -- Quantitative Research of Becker Capital Management, Inc.
(investment advisory).
8
<PAGE>
Harding, Loevner Management, L.P. ("Harding Loevner") is a registered
Investment Advisor located in Somerville, New Jersey. The name, position with
Harding Loevner, address, principal occupation and type of business are set
forth below for the trustees and certain senior executive officers of Harding
Loevner, including those who are engaged in any other business, profession,
vocation, or employment of a substantial nature.
DANIEL D. HARDING -- Director/Chief Investment Officer; Harding, Loevner
Management, L.P. , 50 Division Street, Suite 401, Somerville, NJ 08876; Chief
Investment Officer of Harding, Loevner Management, L.P. (investment advisory).
DAVID R. LOEVNER -- Director/Chief Executive Officer; Harding, Loevner
Management, L.P. , 50 Division Street, Suite 401, Somerville, NJ 08876; Chief
Executive Officer of Harding, Loevner Management, L.P. (investment advisory).
SIMON HALLETT -- Director/Senior Portfolio Manager; Harding, Loevner
Management, L.P., 50 Division Street, Suite 401, Somerville, NJ 08876; Senior
Portfolio Investment Manager of Harding, Loevner Management, L.P. (investment
advisory).
Luther King Capital Management ("Luther King") is a registered Investment
Advisor located in Fort Worth, Texas. The name, position with Luther King,
address, principal occupation and type of business are set forth below for the
trustees and certain senior executive officers of Luther King, including those
who are engaged in any other business, profession, vocation, or employment of a
substantial nature.
J. LUTHER KING, JR. -- President; Luther King Capital Management, 301
Commerce Street, Suite 1600, Ft. Worth, TX 76102; Chief Investment Officer of
Luther King Capital Management (investment advisory).
EMMETT M. MURPHY -- Vice President/Principal; Luther King Capital
Management, 301 Commerce Street, Suite 1600, Ft. Worth, TX 76102; Portfolio
Manager of Luther King Capital Management (investment advisory).
PAUL W. GREENWELL -- Vice President/Principal; Luther King Capital
Management, 301 Commerce Street, Suite 1600, Ft. Worth, TX 76102; Portfolio
Manager of Luther King Capital Management (investment advisory).
ROBERT M. HOLT, JR. -- Vice President/Principal; Luther King Capital
Management, 301 Commerce Street, Suite 1600, Ft. Worth, TX 76102; Portfolio
Manager of Luther King Capital Management (investment advisory).
9
<PAGE>
SCOT C. HOLLMANN -- Vice President/Principal; Luther King Capital
Management, 301 Commerce Street, Suite 1600, Ft. Worth, TX 76102; Portfolio
Manager of Luther King Capital Management (investment advisory).
DAVID L. DOWLER -- Vice President/Principal; Luther King Capital
Management, 301 Commerce Street, Suite 1600, Ft. Worth, TX 76102 ; Portfolio
Manager of Luther King Capital Management (investment advisory).
BARBARA S. GARCIA -- Treasurer/Principal; Luther King Capital Management,
301 Commerce Street, Suite 1600, Ft. Worth, TX 76102; Officer Manager of Luther
King Capital Management (investment advisory).
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Edgewood Services, Inc. is the distributor for the shares of the
Registrant. Edgewood Services, Inc. also serves as the principal underwriter for
Excelsior Funds, Inc., Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds.
(b) The following are the directors and officers of Edgewood Services, Inc.
The principal business address of these individuals is Federated Investors
Tower, Pittsburgh, PA 15222-3779. Their respective position and offices with the
Registrant, if any, are also indicated.
NAME: POSITION.
James J. Dolan: Trustee and President.
Douglas L. Hein: Trustee.
R. Jeffrey Niss: Trustee and Senior Vice-President.
Frank E. Polefrone: Trustee.
Newton Heston III: Vice-President.
Ernest L. Linane: Assistant Vice-President.
S. Elliot Cohan: Secretary.
Charles H. Field: Assistant Secretary.
Jeannete Fisher-Garber: Assistant Secretary.
Kenneth W. Pegher, Jr.: Treasurer.
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder will be maintained at the
offices of:
10
<PAGE>
UNITED STATES TRUST COMPANY OF NEW YORK (co-administrator) 114 West 47th Street,
New York, New York 10036
FEDERATED SERVICES COMPANY (co-administrator; servicing and fund accounting
agent for the Bond Index Portfolio): Federated Investors Tower, Pittsburgh, PA
15222-3779.
CHASE GLOBAL FUND SERVICES COMPANY (transfer agent and co-administrator): 73
Tremont Street, Boston, MA 02108-3913.
THE CHASE MANHATTAN BANK, N.A. (custodian): 770 Broadway, New York, NY 10003-
9598.
INVESTORS BANK & TRUST COMPANY (custodian and sub-portfolio accounting agent of
Bond Index Portfolio): 79 Milk Street, Boston, MA 02205.
EDGEWOOD SERVICES, INC. (distributor): Clearing Operations, Pittsburgh, PA
15230-0897.
ITEM 31. MANAGEMENT SERVICES.
Not Applicable.
ITEM 32. UNDERTAKINGS.
(a) If the information called for by Item 5A of Form N-1A is contained in
the latest annual report to shareholders, the Registrant shall furnish each
person to whom a prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders upon request and without charge.
(b) The Registrant undertakes to comply with Section 16(c) of the 1940 Act
as though such provisions of the 1940 Act were applicable to the Registrant,
except that the request referred to in the third full paragraph thereof may only
be made by shareholders who hold in the aggregate at least 10% of the
outstanding shares of the Registrant, regardless of the net asset value of
shares held by such requesting shareholders.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized in the City of Philadelphia and Commonwealth of
Pennsylvania on the 26 day of February, 1996.
EXCELSIOR INSTITUTIONAL TRUST
By: Alfred C. Tannachion*
- -------------------------------
Alfred C. Tannachion
President, Chairman of the Board, Treasurer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on February 26, 1996.
Alfred C. Tannachion*
- -------------------------------
Alfred C. Tannachion
President, Chairman of the Board, Treasurer and Chief Financial Officer
Rodman C. Drake*
- -------------------------------
Rodman L. Drake
Trustee
Jonathan Piel*
- -------------------------------
Jonathan Piel
Trustee
12
<PAGE>
W. Wallace McDowell, Jr.*
- -------------------------------
W. Wallace McDowell, Jr.
Trustee
Donald L. Campbell*
- -------------------------------
Donald L. Campbell
Trustee
Joseph H. Dugan*
- -------------------------------
Joseph H. Dugan
Trustee
Wolfe J. Frankl*
- -------------------------------
Wolfe J. Frankl
Trustee
Robert A. Robinson*
- -------------------------------
Robert A. Robinson
Trustee
Frederick S. Wonham*
- -------------------------------
Frederick S. Wonham
Trustee
*By: /s/ W. Bruce McConnel, III
- -------------------------------
Name: W. Bruce McConnel, III
As attorney-in-fact pursuant to
a power of attorney filed herewith
13
<PAGE>
SIGNATURES
Federated Investment Portfolios ("Federated Portfolios") has duly caused
the Registration Statement on Form N-1A (Registration Statement") of Excelsior
Institutional Trust (the "Trust") to be signed on its behalf by the undersigned,
thereto duly authorized in the City of Pittsburgh and the Commonwealth of
Pennsylvania on the 26 day of February 1996.
FEDERATED INVESTMENT PORTFOLIOS
By: John F. Donahue*
- -------------------------------
John F. Donahue
Chairman and Trustee of
Federated Portfolios
Pursuant to the requirements of the Securities Act of 1933, the Trust's
Registration Statement has been signed below by the following persons in
capacities indicated on February 26, 1996.
John F. Donahue*
- -------------------------------
John F. Donahue
Chairman and Trustee of
Federated Portfolios
J. Christopher Donahue*
- -------------------------------
J. Christopher Donahue
President and Trustee of
Federated Portfolios
David M. Taylor*
- -------------------------------
David M. Taylor
Treasurer of Federated Portfolios
14
<PAGE>
Thomas G. Bigley*
- -------------------------------
Thomas G. Bigley
Trustee of Federated Portfolios
John T. Conroy, Jr.*
- -------------------------------
John T. Conroy, Jr.
Trustee of Federated Portfolios
William J. Copeland*
- -------------------------------
William J. Copeland
Trustee of Federated Portfolios
James E. Dowd*
- -------------------------------
James E. Dowd
Trustee of Federated Portfolios
Lawrence D. Ellis, M.D.*
- -------------------------------
Lawrence D. Ellis, M.D.
Trustee of Federated Portfolios
Edward L. Flaherty, Jr.*
- -------------------------------
Edward L. Flaherty, Jr.
Trustee of Federated Portfolios
Peter E. Madden*
- -------------------------------
Peter E. Madden
Trustee of Federated Portfolios
Gregor F. Meyer*
- -------------------------------
Gregor F. Meyer
Trustee of Federated Portfolios
John E. Murray, Jr. *
- -------------------------------
John E. Murray, Jr.
Trustee of Federated Portfolios
15
<PAGE>
Wesley W. Posvar*
- -------------------------------
Wesley W. Posvar
Trustee of Federated Portfolios
Marjorie P. Smuts*
- -------------------------------
Marjorie P. Smuts
Trustee of Federated Portfolios
*By /s/ S. Elliott Cohan
- -------------------------------
S. Elliott Cohan
As attorney-in-fact pursuant to a
power of attorney previously filed
16
<PAGE>
INDEX TO EXHIBITS
Exhibit
- -------
No. Description of Exhibit
11. Consents of Independent Auditors/Accountants.
17
<PAGE>
EXHIBIT 11.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" in the Prospectus and "Independent Auditors" in the Statement of
Additional Information, both incorporated by reference in Post-Effective
Amendment Number 8 to the Registration Statement (Form N-1A Nos. 33-78264,
811-8490) of Excelsior Institutional Trust, and to the incorporation by
reference of our report dated July 25, 1995 on the Excelsior Institutional
Equity Fund, Excelsior Institutional Income Fund, Excelsior Institutional Total
Return Bond Fund, Excelsior Institutional Bond Index Fund, Excelsior
Institutional Balanced Fund, Excelsior Institutional Equity Growth Fund, and
Excelsior Institutional International Fund, seven of the portfolios comprising
the Excelsior Institutional Trust, included in the 1995 Annual Report to
Shareholders of Excelsior Institutional Trust.
/S/ ERNST & YOUNG LLP
Boston, Massachusetts
February 26, 1996
<PAGE>
EXHIBIT 11.2
CONSENT OF PRICE WATERHOUSE LLP, INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
and the Statement of Additional Information constituting parts of this Post-
Effective Amendment No. 8 under the Securities Act of 1933 to the registration
statement on Form N-1A of Excelsior Institutional Trust (the "Registration
Statement") (File Nos. 33-78264, 811-8490) of our report dated July 25, 1995,
relating to the financial statements of the Bond Market Portfolio, Balanced
Portfolio, Equity Growth Portfolio, Equity Portfolio, Income Portfolio, Total
Return Bond Portfolio, and International Equity Portfolio (series of the St.
James Portfolios), appearing in the May 31, 1995 Annual Report to Shareholders
of Excelsior Institutional Trust, which is also incorporated by reference into
the Registration Statement.
/S/ PRICE WATERHOUSE LLP
Boston, Massachusetts
February 26, 1996
