EXHIBIT 8(b)
AMENDMENT
AMENDMENT made as of this day of , 1996 to that
certain Custody Agreement, dated as of October 31, 1988, between Emerald Funds
(the "Fund") and The Bank of New York (the "Custodian") (such Custody Agreement
herein referred as the "Agreement").
W I T N E S S E T H:
That in consideration of the mutual agreements and covenants herein
contained, the Custodian and the Fund do hereby amend the Agreement as follows:
1. The following Article XVIII is hereby added to the Agreement in
its entirety:
"ARTICLE XVIII
DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF ANY SERIES HELD
OUTSIDE OF THE UNITED STATES
1. The Custodian is authorized and instructed to employ, as sub-
custodian for each Series' Foreign Securities (as such term is defined in
paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, as
amended) and other assets, the foreign banking institutions and foreign
securities depositories and clearing agencies designated on Schedule I
hereto ("Foreign Sub-Custodians") to carry out
their respective responsibilities in accordance with the terms of the
sub-custodian agreement between each such Foreign Sub-Custodian and the
Custodian, copies of which have been previously delivered to the Fund and
receipt of which is hereby acknowledged (each such agreement, a "Foreign
Sub-Custodian Agreement"). Upon receipt of a Certificate, together with a
certified resolution substantially in the form attached as Exhibit E of the
Fund's Board of Trustees, the Fund may designate any additional foreign
sub-custodian with which the Custodian has an agreement for such entity to
act as the Custodian's agent, as its sub-custodian and any such additional
foreign sub-custodian shall be deemed added to Schedule I. Upon receipt of
a Certificate from the Fund, the Custodian shall cease the employment of
any one or more Foreign Sub-Custodians for maintaining custody of the
Fund's assets and such Foreign Sub-Custodian shall be deemed deleted from
Schedule I.
2. Each Foreign Sub-Custodian Agreement shall be substantially in
the form previously delivered to the Fund and will not be amended in a way
that materially adversely affects the Fund without the Fund's prior written
consent.
3. The Custodian shall identify on its books as belonging to each
Series of the Fund the Foreign Securities of such Series held by each
Foreign Sub-Custodian. At the election of the Fund, it shall be entitled
to be subrogated
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to the rights of the Custodian with respect to any claims by the Fund or
any Series against a Foreign Sub-Custodian as a consequence of any loss,
damage, cost, expense, liability or claim sustained or incurred by the Fund
or any Series if and to the extent that the Fund or such Series has not
been made whole for any such loss, damage, cost, expense, liability or
claim.
4. Upon request of the Fund, the Custodian will, consistent with the
terms of the applicable Foreign Sub-Custodian Agreement, use reasonable
efforts to arrange for the independent accountants of the Fund to be
afforded access to the books and records of any Foreign Sub-Custodian
insofar as such books and records relate to the performance of such Foreign
Sub-Custodian under its agreement with the Custodian on behalf of the Fund.
5. The Custodian will supply to the Fund from time to time, as
mutually agreed upon, statements in respect of the securities and other
assets of each Series held by Foreign Sub-Custodians, including but not
limited to, an identification of entities having possession of each Series'
Foreign Securities and other assets, and advices or notifications of any
transfers of Foreign Securities to or from each custodial account
maintained by a Foreign Sub-Custodian for the Custodian on behalf of the
Series.
6. The Custodian shall furnish annually to the Fund, as mutually
agreed upon, information concerning the Foreign
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Sub-Custodians employed by the Custodian. Such information shall be similar
in kind and scope to that furnished to the Fund in connection with the
Fund's initial approval of such Foreign Sub-Custodians and, in any event,
shall include information pertaining to (i) the Foreign Custodians'
financial strength, general reputation and standing in the countries in
which they are located and their ability to provide the custodial services
required, and (ii) whether the Foreign Sub-Custodians would provide a level
of safeguards for safekeeping and custody of securities not materially
different form those prevailing in the United States. The Custodian shall
monitor the general operating performance of each Foreign Sub-Custodian.
The Custodian agrees that it will use reasonable care in monitoring
compliance by each Foreign Sub-Custodian with the terms of the relevant
Foreign Sub-Custodian Agreement and that if it learns of any breach of such
Foreign Sub-Custodian Agreement believed by the Custodian to have a
material adverse effect on the Fund or any Series it will promptly notify
the Fund of such breach. The Custodian also agrees to use reasonable and
diligent efforts to enforce its rights under the relevant Foreign
Sub-Custodian Agreement.
7. The Custodian shall transmit promptly to the Fund all notices,
reports or other written information received pertaining to the Fund's
Foreign Securities, including
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without limitation, notices of corporate action, proxies and proxy
solicitation materials.
8. Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for securities received for the account of any
Series and delivery of securities maintained for the account of such Series
may be effected in accordance with the customary or established securities
trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including, without
limitation, delivery of securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) against a receipt with
the expectation of receiving later payment for such securities from such
purchaser or dealer.
9. Notwithstanding any other provision in this Agreement to the
contrary, with respect to any losses or damages arising out of or relating
to any actions or omissions of any Foreign Sub-Custodian the sole
responsibility and liability of the Custodian shall be to take appropriate
action at the Fund's expense to recover such loss or damage from the
Foreign Sub-Custodian. It is expressly understood and agreed that the
Custodian's sole responsibility and liability shall be limited to amounts
so recovered from the Foreign Sub-Custodian."
2. The Agreement and this Amendment thereto shall together
constitute a single agreement, and all provisions of the
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Agreement not hereby amended shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective corporate officers, thereunto duly authorized,
as of the day and year first above written.
EMERALD FUNDS, INC.
By:___________________________
Name:
Title:
THE BANK OF NEW YORK
By:___________________________
Name:
Title:
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SCHEDULE I
GLOBAL CUSTODY AGENT BANKS
COUNTRY AGENT RELATIONSHIP
------- ----- ------------
Argentina The Bank of Boston Xxxxxxxxxxxxx
Xxxxxxx 00
0000 Xxxxxx Xxxxx
Xxxxxxxxx
Australia ANZ Banking Group Limited Correspondent
000 Xxxxxxx Xxxxxx (Xxxxx 25)
Xxxxxxxxx, Xxxxxxxx 0000
Xxxxxxxxx
Austria GiroCredit Bank XX Xxxxxxxxxxxxx
Xxxxxxxxxxxx 0
X-0000 Xxxxxx
Xxxxxxx
Bangladesh Standard Chartered Bank Correspondent
18-20 Motijheel Commercial Area
X.X. Xxx 000
Xxxxx 0000
Xxxxxxxxxx
Xxxxxxx Banque Bruxelles Xxxxxxx Correspondent
Administration Centrale
Cours Saint Michel 60
X-0000 Xxxxxxxx
Xxxxxxx
Botswana *Standard Bank of Correspondent
South Africa Limited
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx 0000
Xxxxx Xxxxxx
Brazil The Bank Of Boston Correspondent
Xxx Xxxxxx Xxxxxx 000
00000 Xxx Xxxxx
Xxxxxx
Canada Royal Trust/Global Securities Service Correspondent
000 Xxx Xxxxxx
Xxxxx Tower, 0xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
COUNTRY AGENT RELATIONSHIP
------- ----- ------------
Royal Bank of Canada Correspondent
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Chile The Bank of Boston Correspondent
Moneda 799 - Xxxxxxx 0000
Xxxxxxxx
Xxxxx
China Standard Chartered Bank Correspondent
0/X Xxxxxxxxx Xxxxx
Xxx Xxxxxxxx,
00 Xxxxxx Xxxx Xxxxxxx
Xxxx Xxxx
Xxxxxxxx Cititrust, Colombia Correspondent
Avenida, Xxxxxxx N8-89
Bogota, Colombia
Colombia
Czech Republic Ceskoslovenska Obchodni Banka Correspondent
Xx Xxxxxxx 00
00000 Xxxxxx
Xxxxx Xxxxxxxx
Xxxxxxx Den Danske Bank Correspondent
2-12 Holmens Kanal
XX-0000 Xxxxxxxxxx
Xxxxxxx
Euromarket Cedel, S.A. Correspondent
00, Xxxx. Xxxxxx Xxxxxxxx Xxxxxxxxx
X-0000 Xxxxxxxxxx
Finland Union Bank of Finland Correspondent
Xxxxxxxxxxxxxxxx 00
Xxxxxxxx
Xxxxxxx
Xxxxxx Banque Paribas Correspondent
XX 000, 0 xxx x'Xxxxx
00000 Xxxxx Cedex 02
France
CCF Correspondent
Xxxxxx Xxxxxx Xxxxxxx
00000 Xxxxx
Xxxxx, Xxxxxx
COUNTRY AGENT RELATIONSHIP
------- ----- ------------
Germany Dresdner Bank AG Correspondent
Xxxxxx-Xxxxx-Xxxxx 0
Xxxxxxxx 00 00 61
6000 Frankfurt 00
Xxxxxxx
Xxxxx *Xxxxxxxx Xxxx xx Xxxxxxxxxxxxx
Xxxxx Xxxxxx Limited
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx 0000
Xxxxx Xxxxxx
Greece Alpha Credit Bank Correspondent
00 Xxxxxxx Xxxxxx
XX00000 Xxxxxx
Xxxxxx
Hong Kong HongKong & Shanghai Correspondent
Banking Corp.
Securities Department BL1
0 Xxxxx'x Xxxx Xxxxxxx
Xxxx Xxxx
Xxxxxxx Citibank Hungary Correspondent
Custody Operations
Budapest V.
Xxxx Xxxxxx utca 5.1.154
Hungary
India HongKong & Shanghai Correspondent
Banking Corporation
00/00 Xxxxxxx Xxxxxx Xxxx
Xxxxxx 000 000
Xxxxx
State Bank of India Correspondent
Main Branch (Securities Division)
Xxxxxx Xxxxxxxx Xxxx,
Xxxxxx 000000
Xxxxx
Indonesia HongKong & Shanghai Correspondent
Banking Corporation
Xxxxx Xxxxx Xxxxxx - 0xx Xx.
JL. Jend. Xxxxxxxx Xxx 00-00
X.X. Xxx 0000
Xxxxxxx 00000
Xxxxxxxxx
COUNTRY AGENT RELATIONSHIP
------- ----- ------------
Ireland Allied Irish Bank Correspondent
Custodial Services
X.X. Xxx 000
X.X.X.X.
Xxxxxx 0
Xxxxxxx
Israel Israel Discount Bank Limited Correspondent
00-00 Xxxxxx Xxxxxx Xxxxxx
00-000 Xxx Xxxx
Xxxxxx
Xxxxx Banca Commerciale Italiana Correspondent
Area Regolanento
Xxxxxx Xxxxx Xxxxx
00000 Xxxxxx
Xxxxx
Japan Yasuda Trust & Banking Co. Correspondent
2-1 Xxxxx, 0-Xxxxx
Xxxx-xx, Xxxxx 000
Xxxxx
Xxxxx Bank of Seoul Correspondent
Investment Trust Division
00-0, Xxxxxxxxxx-Xx
00-XX Xxxx-Xx
Xxxxx
Xxxxx
Xxxxxxxxxx Cedel, S.A. Correspondent
00, Xxxx. Xxxxxx Xxxxxxxx Xxxxxxxxx
X-0000 Xxxxxxxxxx
Malaysia HongKong Bank Malaysia Berhad Correspondent
Securities Xxxxxxxxxx
0, Xxxxx Xxxxxx
00000 Xxxxx Xxxxxx
Malaysia
Mexico Banco Nacional de Mexico Correspondent
Xxxxxxx Xxxxxx 000
Xxxx 00
Xxxxxx 00000, DF
Mexico
Morocco Banque Commerciale du Marocco Correspondent
00 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxxxx, 00000
Xxxxxxx
COUNTRY AGENT RELATIONSHIP
------- ----- ------------
Netherlands Mees Pierson N.V. Correspondent
Rokin 55
1012 KK
Amsterdam, Netherlands
New Zealand ANZ Banking Group Limited Correspondent
XXX Xxxxx
000-000, Xxx Xxxxxxx
Xxxxxxxxxx
Xxx Xxxxxxx
Xxxxxx Den norske Bank Correspondent
Head Office
X.X. Xxx 0000 Xxxxxxx
0000 Xxxx 0
Xxxxxxxx Standard Chartered Bank Correspondent
Box 4896
Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxxx 0
Xxxxxxxx
Xxxx Citibank, N.A. Correspondent
Ave Camino Real 000 - Xxxx 0
Xxxx 00 Xxxx
Xxxx
Xxxxxxxxxxx HongKong & Shanghai Banking Corp. Correspondent
HongKong Bank- Centre
San Xxxxxx Avenue
Ortigas Centre
Pasig, Metro Manila
Philippines
Poland Bank Handlowy w Warszawie S.A. Corespondent
Custody Department
Capital Markets Center - V Branch
xx. Xxxxxxxxx 00/00
00-000 Xxxxxxx
Xxxxxx
Portugal Banco Comercial Portugues Correspondent
Avenida Xxxx Xxxxxx
Xxxx 0000, 0xx Xxxxx
0000 Xxxxxx
Xxxxxxxx
COUNTRY AGENT RELATIONSHIP
------- ----- ------------
Singapore United Overseas Bank Correspondent
00 Xxxxxxx Xxxxx
00xx Xxxxx
Xxxxxxxxx 0000
Xxxxx Xxxxxx Standard Bank of Correspondent
South Africa Limited
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx 0000
Xxxxx Xxxxxx
Spain Banco Bilbao Vizcaya Correspondent
Invex Xxxxxxxxxx
Xxxxx Xxx Xxx, 00-0xx Xxxxx
00000 Xxxxxx
Xxxxx
Sri Lanka Standard Chartered Bank Correspondent
X.X. Xxx 00
00 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxx 0
Xxx Xxxxx
Sweden Skandinaviska Enskilda Banken Correspondent
Trust Department
Xxxxxxxxxxx 0
Xxxxxxxxx X-000 00
Xxxxxx
Switzerland Union Bank of Switzerland Correspondent
Xxxxxxxxxxxxx 00
0000 Xxxxxx
Xxxxxxxxxxx
Taiwan HongKong & Shanghai Banking Corp. Correspondent
333 Section 0
Xxxxxxx Xxxx
Xxxxxx 00000
Xxxxxx
Xxxxxxxx Siam Commercial Bank Correspondent
0000 Xxxxxxxxxx Xxxx
Xxxxxxxx 0, 0xx floor
Bankgkok 00000
Xxxxxxxx
COUNTRY AGENT RELATIONSHIP
------- ----- ------------
Turkey Citibank, N.A. Correspondent
Xxxx Xxxxxx Cad. 65
80200 Macka
Istanbul
Turkey
United Kingdom The Bank of New York Correspondent
00 Xxxxxxxx Xxxxxx
Xxxxxx, X0X0XX
Xxxxxxx
Uruguay Banco De Boston Correspondent
X.X. Xxx 00
Xxxxxx 0000
00000 Xxxxxxxxxx
Xxxxxxx
Venezuela Citibank N.A. Correspondent
Camelitas a Altagraeia
Edificio Citibank
Carcas 1010-A
Venezuela
Zimbabwe *Standard Bank of Correspondent
South Africa Limited
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx 0000
Xxxxx Xxxxxx
* 17f5 Documentation not yet complete
