EXHIBIT 23(G)
CUSTODIAN AGREEMENTS
THE 1838 INVESTMENT ADVISOR FUNDS
This agreement dated as of the day of by and between The 1838 Investment
Advisors Funds (the "Trust"), a business trust duly organized under the laws of
the State of Delaware and CoreStates Bank, N.A. (the "Bank").
WHEREAS, the Trust desires to appoint the Bank to act as Custodian of its
portfolio securities, cash and other property from time to time deposited with
or collected by the Bank for the Trust;
WHEREAS, the Bank is qualified and authorized to act as Custodian for the
Trust and the separate series thereof (each a "Fund" and collectively, the
"Funds"), and is willing to act in such capacity upon the terms and conditions
herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties hereto, intending to be legally bound, do hereby
agree as follows:
SECTION 1. The terms as defined in this Section wherever used in this
Agreement, or in any amendment or supplement hereto, shall have meanings herein
specified unless the context otherwise requires.
CUSTODIAN: The term Custodian shall mean the Bank in its capacity as
Custodian under this Agreement.
DEPOSITORY: The term Depository means any depository service which acts as
a system for the central handling of securities where all securities of any
particular class or series of an issuer deposited within the system are treated
as tangible and may be transferred by bookkeeping entry without physical
delivery.
PROPER INSTRUCTIONS: For purposes of this Agreement, the Custodian shall be
deemed to have received Proper Instructions upon receipt of written (including
instructions received by means of computer terminals or facsimile
transmissions), telephone or telegraphic instructions from a person or persons
authorized from time to time by the Trustees of the Trust to give the particular
class of instructions. Telephone or telegraphic instructions shall be confirmed
in writing by such persons as said Trustees shall have from time to time
authorized to give the particular class of instructions in question. The
Custodian may act upon telephone or telegraphic instructions that the Custodian
reasonably believes to have been given by an authorized person
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without awaiting receipt of written confirmation, and shall not be liable for
the Trust's failure to confirm such instructions in writing.
SECURITIES: The term Securities means stocks, bonds, rights, warrants and
all other negotiable or non-negotiable paper issued in certificated or
book-entry form commonly known as "Securities" in banking custom or practice.
SHAREHOLDERS: The term Shareholders shall mean the registered owners from
time to time of the Shares of the Trust in accordance with the registry records
maintained by the Trust or agents on its behalf.
SECTION 2. The Trust hereby appoints the Custodian as Custodian of the
Trust's cash. Securities and other property, to be held by the Custodian as
provided in this Agreement. The Custodian hereby accepts such appointment
subject to the terms and conditions hereinafter provided. The Bank shall open
and maintain a separate custodial account in the name of the Trust on the books
and records of the Bank to hold the Securities of the Trust deposited with,
transferred to or collected by the Bank for the account of each Fund of the
Trust. Each Fund's Securities shall be physically segregated at all times from
the Securities of any other Bank customer. The Bank shall open and maintain a
separate cash account to which the Bank shall credit monies received by the Bank
for the account of or from each Fund of the Trust. Such cash shall be segregated
from the assets of others and shall be and remain the sole property of the
Trust.
SECTION 3. The Trust shall from time to time file with the Custodian a
certified copy of each resolution of its Board of Trustees authorizing the
person or persons to give Proper Instructions and specifying the class of
instructions that may be given by each person to the Custodian under this
Agreement, together with certified signatures of such persons authorized to
sign, which shall constitute conclusive evidence of the authority of the
officers and signatories designated therein to act, and shall be considered in
full force and effect with the Custodian fully protected in acting in reliance
thereon until it receives written notice to the contrary; provided, however,
that if the certifying officer is authorized to give Proper Instructions, the
certification shall be also signed by a second officer of the Trust.
SECTION 4. The Trust will cause to be deposited with the Custodian
hereunder the applicable net asset value of Shares sold from time to time
whether representing initial issue, other stock or reinvestments of dividends
and/or distributions payable to Shareholders.
SECTION 5. The Bank, acting as agent for the Trust, is authorized, directed
and instructed subject to the further provisions of this Agreement.
(a) to hold Securities issued only in bearer form in bearer form;
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(b) to register in the name of the nominee of the Bank, the Bank's
Depositories, or sub-custodians, (i) Securities issued only in registered form,
and (ii) Securities issued in both bearer and registered form, which are freely
inter-changeable without penalty;
(c) to deposit any securities which. are eligible for deposit (i) with
any domestic or foreign Depository on such terms and conditions as such
Depository may require, including provisions for limitation or exclusion of
liability on the part of the Depository; and (ii) with any sub-custodian which
the Bank uses, including any subsidiary or affiliate of the Bank; provided that
the appointment of an such agent or sub-custodian will not relieve the Custodian
of any of its responsibilities or liabilities hereunder;
(d) (i) to credit for the account of the Trust all proceeds received
and payable on or in respect of the assets maintained hereunder.
(ii) to debit the account of the Trust for the cost of acquiring
Securities the Bank has received for the Trust, only against delivery of such
Securities to the Bank,
(iii) to present for payment Securities and other obligations
(including coupons) upon maturity, when called for redemption, and when income
payments are due, and
(iv) to make exchanges of Securities which, in the Bank's
opinion, are purely ministerial as, for example, the exchange of Securities in
temporary form for Securities in definitive form or the mandatory exchange of
certificates;
(e) to forward to the Trust, and/or any other person designated by the
Trust, all proxies and proxy materials received by the Bank in connection with
Securities held in the Trust's account, which have been registered in the name
of the Bank's nominee, or are being held by any Depository, or sub-custodian, on
behalf of the Bank;
(f) to sell any fractional interest of any Securities which the Bank
has received resulting from any stock dividend, stock split, distribution,
exchange, conversion or similar activity;
(g) to release the Trust's name, address and aggregate share position
to the issuers of any domestic Securities in the account of the Trust;
(h) to endorse and collect all checks, drafts or other orders for the
payment of money received by the Bank for the account of or from the Trust;
(i) at the direction of the Trust, to enroll designated Securities
belonging to the Trust and held hereunder in a program for the automatic
reinvestment of all
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income and capital gains distributions on those Securities in new shares (an
"Automatic Reinvestment Program"), or instruct any Depository holding such
Securities to enroll those Securities in an Automatic Reinvestment Program;
(j) at the direction of the Trust, to receive, deliver and transfer
Securities and make payments and collections of monies in connection therewith,
enter purchase and sale orders and perform any other acts incidental or
necessary to the performance of the above acts with brokers, dealers or similar
agents selected by the Trust, including any broker, dealer or similar agent
affiliated with the Bank, for the account and risk of the Trust in accordance
with accepted industry practice in the relevant market;
(k) to notify the Trust and/or any other person designated by the
Trust upon receipt of notice by the Bank of any call for redemption, tender
offer, subscription rights, merger, consolidation, reorganization or
recapitalization which (i) appears in The Wall Street Journal (New York
edition), The Standard & Poor's Called Bond Record for Preferred Stocks,
Financial Daily Called Bond Service, The Xxxxx Services. any official
notifications from The Depository Trust Company and such other publications or
services to which the Bank may from time to time subscribe, (ii) requires the
Bank to act in response thereto, and (iii) pertain to Securities belonging to
the Trust and held hereunder which have been registered in the name of the
Bank's nominee or are being held by a Depository or sub-custodian on behalf of
the Bank. Notwithstanding anything contained herein to the contrary, the Trust
shall have the sole responsibility for monitoring the applicable dates on which
Securities with put option features must be exercised. All solicitation fees
payable to the Bank as agent in connection herewith will be retained by the Bank
unless expressly agreed to the contrary in writing by the Bank;
(l) to establish and maintain segregated accounts on its books for or
on behalf of a Fund to assist the Fund in complying with the requirements of the
1940 Act and the rules and regulations thereunder with respect to segregation of
assets. Notwithstanding anything in this Section to the contrary, the Bank is
authorized to hold Securities for the Trust which have transfer limitations
imposed upon them by the Securities Act of 1993, as amended, or represent shares
of mutual funds (i) in the name of the Trust, (ii) in the name of the Bank's
nominee, or (iii) with any Depository or sub-custodian.
SECTION 6. The Custodian's compensation shall be as set forth in Section 25
herein, or as shall be set forth in amendments to such section approved by the
Trust and to the extent such compensation relates to services provided hereunder
to such Fund. All expenses and taxes payable with respect to the Securities in
the account of the Trust including, without limitation, commission charges on
purchases and sales and the amount of any loss or liability for stockholders'
assessments or otherwise, claimed or asserted against the bank or against the
Bank's nominee by reason of any registration hereunder shall be charged to the
Trust.
SECTION 7. In connection with its functions under this Agreement, the
Custodian shall:
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(a) render to the Trust a daily report of all monies received or paid
on behalf of the Trust; and
(b) create, maintain and retain all records relating to its activities
arid obligations under this Agreement in such manner as will meet the
obligations of the Trust with respect to said Custodian's activities in
accordance with generally accepted accounting principles and in accordance with
the requirements of the Investment Company Act of 1940, as amended (the "1940
Act"). All records maintained by the Custodian in connection with the
performance of its duties under this Agreement will remain the property of the
Trust and in the event of termination of this Agreement will be relinquished to
the Trust.
SECTION 8. Any Securities deposited with any Depository or with any
sub-custodian will be represented in separate accounts int he name of the Bank
which include only property held by the Bank as Custodian for customers in which
the Bank acts in a fiduciary or agency capacity.
Should any Securities which are forwarded to the Bank by the Trust, and
which are subsequently deposited to the Bank's account in any Depository or with
any sub-custodian, or which the Trust may arrange to deposit in the Bank's
account in any Depository or with any sub-custodian, not be deemed acceptable
for deposit by such Depository or sub-custodian, for any reason, and as a result
thereof there is a short position in the account of the Bank with the Depository
for such Security, the Trust agrees to furnish the Bank immediately with like
Securities in acceptable form.
SECTION 9. The Trust represents and warrants that: (i) it has the legal
right, power and authority to execute, deliver and perform this Agreement and to
carry out all of the transactions contemplated hereby; (ii) it has obtained all
necessary authorizations; (iii) the execution, delivery and performance of this
Agreement and the carrying out of any of the transactions contemplated hereby
will not be in conflict with, result in a breach of or constitute a default
under any agreement or other instrument to which the Trust is a party or which
is otherwise known to the Trust; (iv) it does not require the consent or
approval of any governmental agency or instrumentality, except any such consents
and approvals which the Trust has obtained; (v) the execution and delivery of
this Agreement by the Trust will not violate any law, regulation, charter,
by-law, order of any court or governmental agency or judgment applicable to the
Trust; and (vi) all persons executing this Agreement on behalf of the Trust and
carrying out the transactions contemplated hereby on behalf of the Trust are
duly authorized to do so.
In the event any of the foregoing representations should become untrue,
incorrect or misleading, the Trust agrees to notify the Bank immediately in
writing thereof.
SECTION 10. The Bank represents and warrants that: (i) it has the legal
right, power and authority to execute, deliver and perform this Agreement and to
carry out all of.'the
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transactions contemplated hereby; (ii) it has obtained all necessary
authorizations; (iii) the execution, delivery and performance of this Agreement
and the carrying out of any of the transactions contemplated hereby will not be
in conflict with, result in a breach of or constitute a default under any
agreement or other instrument to which the Bank is a party or which is otherwise
known to the Bank; (iv) it does not require the consent or approval of any
governmental agency or instrumentality, except any such consents and approvals
which the Bank has obtained; (v) the execution and delivery of this Agreement by
the Bank will not violate any law, regulation, charter, by-law, order of any
court or governmental agency or judgment applicable to the Bank; and (vi) all
persons executing this Agreement on behalf of the Bank and carrying out the
transactions contemplated hereby on behalf of the Bank are duly authorized to do
so. In the event that any of the foregoing representations should become untrue,
incorrect or misleading, the Bank agrees to notify the Trust immediately in
writing thereof.
SECTION 11. All cash and Securities held pursuant to this Agreement by the
Bank, or any sub-custodian which the Bank uses shall be kept with the care
exercised as to the Bank's own similar property. The Bank may at its option
insure itself against loss from any cause but shall be under no obligation to
insure for the benefit of the Trust.
The Custodian shall comply with all applicable provisions and requirements
of the Investment Company Act of 1940, the Securities Act of 1933, the
Securities Exchange Act of 1934, and any laws, rules and regulations of
Governmental authorities having Jurisdiction with respect to provisions which
directly apply to the services provided to the Trust hereunder.
SECTION 12. No liability of any kind shall be attached to or incurred by
the Custodian by reason of its custody of the Trust's assets held by it from
time to time under this Agreement, or otherwise by reason of its position as
Custodian hereunder except only for negligence, bad faith, or willful misconduct
by Custodian, or by its agents or sub-custodians in the performance of the
duties as specifically set forth in the Custodian Agreement. Without limiting
the generality for the foregoing sentence, the Custodian:
(a) may rely upon the advice of counsel for the Trust; and for any
action taken or suffered in good faith based upon such advice or statements the
Custodian shall not be liable to anyone;
(b) shall not be liable for anything done or suffered to be done in
good faith in accordance with any request or advice of, or based upon
information furnished by, the Trust or its authorized officers or agents;
(c) is authorized to accept a certificate of the Secretary or
Assistant Secretary of the Trust, or Proper Instructions, to the effect that a
resolution in the form submitted has been duly adopted by its Board of Trustees
or by the Shareholders, as conclusive evidence that such resolution has been
duly adopted and is in full force and effect; and
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(d) may rely and shall be protected in acting upon any signature,
written (including telegraph or other mechanical) instructions, request, letter
of transmittal, certificate, opinion of counsel, statement, instrument, report,
notice, consent, order, or other paper or document reasonably believed by it to
tie genuine and to have been signed, forwarded or presented by the purchaser,
Trust or other proper party or parties.
SECTION 13. The Trust, its successors and assigns do hereby fully indemnify
and hold harmless the Custodians, its successors and assigns, from any and all
loss, liability, claims, demand, actions, suits and expenses of any nature as
the same may arise from the failure of the Trust to comply with any law, rule
regulation or order of the United States, any state or any other jurisdiction,
governmental authority, body, or board relating to the sale, registration,
qualification of units of beneficial interest in the Trust, or from the failure
of the Trust to perform any duty or obligation under this Agreement.
Upon written request of the Custodian, the Trust shall assume the entire
defense of any claim subject to the foregoing indemnity, or the joint defense
with the Custodian of such claim, as the Custodian shall request. The
indemnities and defense provisions of this Section 13 shall indefinitely survive
termination of this Agreement.
SECTION 14. This Agreement may be amended from time to time without notice
to or approval of the Shareholders by a supplemental agreement executed by the
Trust and the Bank and amending and supplementing this Agreement in the manner
mutually agreed.
SECTION 15. Either the Trust or the Custodian may give on ninety 90 days'
written notice to the other of the termination of this Agreement, such
termination to take effect it the time specified in the notice. In case such
notice of termination is given either by the Trust or by the Custodian, the
Trustees of the Trust shall, by resolution duly adopted, promptly appoint a
successor Custodian (the "Successor Custodian") which Successor Custodian shall
be a bank, trust company, or a bank and trust company in good standing, with
legal capacity to accept custody of the cash and Securities of a mutual fund.
Upon receipt of written notice from the Trust of the appointment of such
Successor Custodian and upon receipt of Proper Instructions, the Custodian shall
deliver such cash and Securities as it may then be holding hereunder directly
and only to the Successor Custodian. Unless or until a Successor Custodian has
been appointed as above provided, the Custodian then acting shall continue to
act as Custodian under this Agreement.
Every Successor Custodian appointed hereunder shall execute and deliver an
appropriate written acceptance of its appointment and shall thereupon become
vested with the rights, powers, obligations and custody of its predecessor
Custodian. The Custodian ceasing to act shall nevertheless, upon request of the
Trust and the Successor Custodian and upon ]payment of its charges and
disbursements, execute an instrument in a form approved by its counsel
transferring to the Successor Custodian all the predecessor Custodian's rights,
duties, obligations and custody.
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Subject to the provisions of Section 21 hereof, in case the Custodian shall
consolidate with or merge into any other corporation, the corporation remaining
after or resulting from such consolidation or merger shall ipso facto without
the execution or filing of any papers or other documents, succeed to and be
substituted for the Custodian with like effect as though originally named as
such, provided, however, in every case that said Successor corporation maintains
the qualifications set out in Section 17(f) of the 1940 Act.
SECTION 16. This Agreement shall take effect when assets of the Trust are
first delivered to the Custodian.
SECTION 17. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
SECTION 18. A copy of the agreement and Declaration of Trust of the Trust
is on file with the Secretary of State of Delaware and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees, officers or Shareholders of the Trust
individually, but binding only upon the assets and property of the Trust. No
Fund of the Trust shall be liable for the obligations of any other Fund of the
Trust.
SECTION 19. The Custodian shall create and maintain all records relating to
its activities and obligations under this Agreement in such manner as will meet
the obligations of the Trust under the 1940 Act, with particular attention to
Section 31 thereof and Rules 3la-1 and 3la-2 thereunder, applicable Federal and
state tax laws and any other law or administrative rules or procedures which may
be applicable to the Trust.
Subject to security requirements of the Custodian applicable to its own
employees having access to similar records within the Custodian, the books and
records of the Custodian pertaining to this Agreement shall be open to
inspection and audit at any reasonable times by officers of, attorneys for, and
auditors employed by, the Trust.
At the request of the Trust, the Custodian shall deliver to the Trust a
written report prepared by the Custodian's independent certified public
accountants with respect to the serve provided by the Custodian under this
Agreement, including without limitation, the Custodian's accounting system,
internal accounting control and procedures for safeguarding cash and Securities
including cash and Securities deposited and/or maintained with a sub-custodian.
Such report shall be of sufficient scope and in sufficient detail as may
reasonably be required by the Trust to provide reasonable assurance that M
material inadequacies would be disclosed by such examination.
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SECTION 20. Any sub-custodian appointed hereunder shall be qualified under
Section 17(f) of the 1940 Act and will perform its duties in accordance with the
requirements of this Agreement.
SECTION 21. Nothing contained in this Agreement is intended to or shall
require the Custodian in any capacity hereunder to perform any functions or
duties on any holiday or other day of special observance on which the Custodian
is closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day the Custodian is open.
SECTION 22. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided , however,
that this Agreement shall not be assignable by the Trust without the written
consent of the Custodian, or by the Custodian without the written consent of the
Trust, authorized or approved by a resolution of its Board of Trustees.
SECTION 23. All communications (other than Proper instructions which are to
be furnished hereunder to either party), or under any amendment hereto, shall be
sent by mail to the address listed below, provided that in the event that the
Bank, in its sole discretion, shall determine that an emergency exists, the Bank
may use such other means of communications as the Bank deems advisable.
To the Trust:
To the Bank: CoreStates Bank N.A.
000 Xxxxxx Xx.
Xxxxxxxxxxxx XX, 00000-0000
SECTION 24. This Agreement, and any amendments hereto, shall be governed,
construed and interpreted in accordance with the laws of The Commonwealth of
Pennsylvania applicable to agreements made and to be performed entirely within
such Commonwealth.
SECTION 25. Fees and Expenses
As compensation for its services under this Agreement, the Bank may retain
those fees which are specified in the fee schedule in effect at the time its
services are being rendered. Customer recognizes that this schedule might be
changed from time to time with prior notice to Customer. This contract is in
force for two (2) years.
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Mutual Fund Custody Administrative Fee
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1.00 basis points on the first $2.5 billion
.75 basis points on the next $2.5 billion
.50 basis points on the next $5.0 billion
.40 basis points on the remainder
Transaction Fees
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$ 4.00 per trade and maturity through Depository Trust Company via DepLink
$10.00 per trade and maturity through Depository Trusty Company via non
DepLink
$10.00 per trade and maturity clearing book entry through Federal Reserve
$30.00 per transaction for GIC contracts/Physical Securities
$10.00 per trade and maturity clearing through Participants Trust Company
$ 4.00 paydowns on mortgage backed securities
$ 5.50 Fed wire charge on Repo collateral in/out
$ 5.50/$7.50 other wired transfers in/out
$ 5.50 Dividend reinvestment
$ 2.50 Fed charge for sale/return of collateral
$ 8.00 Futures contracts
$15.00 Options
IN WITNESS WHEREOF, the Trust and the Custodian have caused this Agreement
to be signed by their respective officers as of the day and year first above
written.
By: THE 1838 INVESTMENT ADVISORS FUNDS
-----------------------------------
Name:
Title:
By: CORESTATES BANK, N.A.
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
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