Exhibit 99.h(7)
Fund Sub-Administration Servicing Agreement
This Agreement is made and entered into on this sixteenth day of June, 1998, by
and between Tocqueville Asset Management, L.P. (hereinafter referred to as
"TAM") and Firstar Trust Company, a corporation organized under the laws of the
State of Wisconsin (hereinafter referred to as "FTC").
WHEREAS, TAM is a registered investment advisor under the Investment Advisory
Act of 1940;
WHEREAS, FTC is a trust company and, among other things, is in the business of
providing fund administration services for the benefit of its customers;
WHEREAS, TAM is administrator to The Tocqueville Trust and the Gold Fund, a
registered investment company (hereinafter referred to as the "Funds");
NOW, THEREFORE, TAM and FTC do mutually promise and agree as follows:
I. Appointment of Sub-Administrator
TAM hereby appoints FTC as Sub-Administrator of the Funds on the terms and
conditions set forth in this Agreement, and FTC hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement in consideration of the compensation provided for herein.
II. Duties and Responsibilities of FTC
A. General Fund Management
1. Act as liaison among all fund service providers
2. Coordinate board communication by:
a. Assisting fund counsel in establishing meeting agendas
b. Preparing board reports based on financial and administrative
data
c. Evaluating independent auditor
d. Securing and monitoring fidelity bond and director and officers
liability coverage, and making the necessary SEC filings
relating thereto
3. Audits
a. Prepare appropriate schedules and assist independent auditors
b. Provide information to SEC and facilitate audit process
c. Provide office facilities
4. Assist in overall operations of the Funds
B. Compliance
1. Regulatory Compliance
a. Periodically monitor compliance with Investment Company Act of
1940 requirements
1) Asset diversification tests
2) Total return and SEC yield calculations
3) Maintenance of books and records under Rule 3 la-3
4) Code of ethics
b. Periodically monitor Fund's compliance with the policies and
investment limitations of the Fund as set forth in its
prospectus and statement of additional information
2. Blue Sky Compliance
a. Prepare and file with the appropriate state securities
authorities any and all required compliance filings relating to
the registration of the securities of the Funds so as to enable
the Funds to make a continuous offering of its shares
b. Monitor status and maintain registrations in each state
3. SEC Registration and Reporting
a. Assisting the Funds' counsel in updating prospectus and
statement of additional information; and in preparing proxy
statements, and Rule 24f-2 notice,
b. Annual and semiannual reports
4. IRS Compliance
a. Periodically monitor the Funds' status as a regulated
investment company under Subchapter M through review of the
following:
1) Asset diversification requirements
2) Qualifying income requirements
3) Distribution requirements
b. Monitor short short testing
c. Calculate required distributions (including excise tax
distributions)
C. Financial Reporting
1. Provide financial data required by the Funds' prospectus and
statement of additional information
2. Prepare financial reports for shareholders, the board the SEC,
and independent auditors
3. Supervise the Funds' Custodian and Fund Accountants in the
maintenance of the Funds' general ledger and in the preparation
of the Funds' financial statements including oversight of
expense accruals and payments, of the determination of net
asset value of the Funds' net assets and of the Funds shares,
and of the declaration and payment of dividends and other
distributions to shareholders
D. Tax Reporting
1. Prepare and file on a timely basis appropriate federal and
state tax returns including forms 1120/8610 with any necessary
schedules
2. Prepare state income breakdowns where relevant
3. File 1099 Miscellaneous for payments to directors and other
service providers
4. Monitor wash losses
5. Calculate eligible dividend income for corporate shareholders
III. Compensation
TAM agrees to pay FTC for performance of the duties listed in this
Agreement and the fees and out-of-pocket expenses as set forth in
the attached Schedule A.
These fees may be changed from time to time, subject to mutual
written Agreement between the Funds and FTC.
TAM agrees to pay all fees and reimbursable expenses within ten
(10) business days following the mailing of the billing notice.
IV. Additional Series
In the event that The Tocqueville Trust a Massachusetts business
trust which is organized as a series fund establishes one or more
series of shares with respect to which it desires to have FTC
render fund administration services, under the terms hereof, it
shall so notify FTC in writing, and if FTC agrees in writing to
provide such services, such series will be subject to the terms and
conditions of this Agreement, and shall be maintained and accounted
for by FTC on a discrete basis. The funds currently covered by this
Agreement are: The Tocqueville California Muni Fund, The
Tocqueville High-Yield
Municipal Bond Fund, The Tocqueville New York Muni Fund, The
Tocqueville Tax-Free Money Market Fund, and The Tocqueville U.S.
Government Strategic Income Fund.
V. Performance of Service; Limitation of Liability
A. FTC shall exercise reasonable care in the performance of its
duties under this Agreement. FTC shall not be liable for any error
of judgment or mistake of law or for any loss suffered by TAM or
the Funds in connection with matters to which this Agreement
relates, including losses resulting from mechanical breakdowns or
the failure of communication or power supplies beyond FTC's
control, except a loss resulting from FTC's refusal or failure to
comply with the terms of this Agreement or from bad faith,
negligence, or willful misconduct on its part in the performance of
its duties under this Agreement. Notwithstanding any other
provision of this Agreement, TAM shall indemnify and hold harmless
FTC from and against any and all claims, demands, losses, expenses,
and liabilities (whether with or without basis in fact or law) of
any and every nature (including reasonable attorneys' fees) which
FTC may sustain or incur or which may be asserted against FTC by
any person arising out of any action taken or omitted to be taken
by it in performing the services hereunder (i) in accordance with
the foregoing standards, or (ii) in reliance upon any written or
oral instruction provided to FTC by any duly authorized officer of
the Funds or TAM, such duly authorized officer to be included in a
list of authorized officers furnished to FTC and as amended from
time to time in writing by resolution of the Board of Trustees of
the Funds or the General Partner of TAM.
In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, FTC shall take
all reasonable steps to minimize service interruptions for any
period that such interruption continues beyond FTC's control. FTC
will make every reasonable effort to restore any lost or damaged
data and correct any errors resulting from such a breakdown at the
expense of FTC. FTC agrees that it shall, at all times, have
reasonable contingency plans with appropriate parties, making
reasonable provision for emergency use of electrical data
processing equipment to the extent appropriate equipment is
available. Representatives of TAM shall be entitled to inspect
FTC's premises and operating capabilities at any time during
regular business hours of FTC, upon reasonable notice to FTC.
Regardless of the above, FTC reserves the right to reprocess
and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in
this section shall apply, it is understood that if in any case TAM
may be asked to indemnify or hold FTC harmless, TAM shall be fully
and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that FTC will
use all reasonable care to notify TAM promptly concerning any
situation which presents or appears likely to present the
probability of such a claim for indemnification against TAM. TAM
shall have the option to defend FTC against any claim which may be
the subject of this indemnification. In the event that TAM so
elects, it will so notify FTC and thereupon
TAM shall take over complete defense of the claim, and FTC shall in
such situation initiate no further legal or other expenses for
which it shall seek indemnification under this section. FTC shall
in no case confess any claim or make any compromise in any case in
which TAM will be asked to indemnify FTC except with TAM's prior
written consent.
C. FTC shall indemnify and hold TAM and the Funds harmless from
and against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of any
and every nature (including reasonable attorneys' fees) which may
be asserted against TAM or the Funds by any person arising out of
any action taken or omitted to be taken by FTC as a result of FTC's
refusal or failure to comply with the terms of this Agreement, its
bad faith, negligence, or willful misconduct.
VI. Confidentiality
FTC shall handle, in confidence, all information relating to TAM or
the Funds' business which is received by FTC during the course of
rendering any service hereunder.
VII. Data Necessary to Perform Service
TAM, the Funds' or its agent, which may be FTC, shall furnish to
FTC the data necessary to perform the services described herein at
times and in such form as mutually agreed upon.
VIII. Terms of Agreement
This Agreement shall become effective as of the date hereof
and, unless sooner terminated as provided herein, shall continue
automatically in effect for successive annual periods. The
Agreement may be terminated by either party upon giving ninety (90)
days prior written notice to the other party or such shorter period
as is mutually agreed upon by the parties.
IX. Duties in the Event of Termination
In the event that, in connection with termination, a successor to
any of FTC's duties or responsibilities hereunder is designated by
TAM by written notice to FTC, FTC will promptly, upon such
termination and at the expense of TAM, transfer to such successor
all relevant books, records, correspondence, and other data
established or maintained by FTC under this Agreement in a form
reasonably acceptable to TAM (if such form differs from the form in
which FTC has maintained, TAM shall pay any expenses associated
with transferring the data to such form), and will cooperate in the
transfer of such duties and responsibilities, including provision
for assistance from FTC's personnel in the establishment of books,
records, and other data by such successor.
X. Choice of Law
This Agreement shall be construed in accordance with the laws of
the State of Wisconsin.
XI. Notices
Notices of any kind to be given by either party to the other party
shall be in writing and shall be duly given if mailed or delivered
as follows: Notice to FTC shall be sent to Mutual Fund Services
located at 6 00 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000
and notice to TAM shall be sent to Tocqueville Asset Management,
L.P. located at 0000 Xxxxxxxx, Xxx Xxxx, X.X. 00000.
XII. Records
FTC shall keep records relating to the services to be performed
hereunder, in the form and manner, and for such period as it may
deem advisable and is agreeable to TAM but not inconsistent with
the rules and regulations of appropriate government authorities, in
particular, Section 31 of the Investment Company Act of 1940 as
amended (the "Investment Company Act"), and the rules thereunder.
FTC agrees that all such records prepared or maintained by FTC
relating to the services to be performed by FTC hereunder are the
property of TAM and will be preserved, maintained, and made
available with such section and rules of the Investment Company Act
and will be promptly surrendered to TAM on and in accordance with
its request.
TOCQUEVILLE ASSET MANAGEMENT, L.P. FIRSTAR TRUST COMPANY
By: __________________________ By: ___________________________
Print: __________________________ Print: ___________________________
Title: __________________________ Title: ___________________________
Date: __________________________ Date: ___________________________
Attest: __________________________ Attest: ___________________________
