Exhibit (g)(1)
CUSTODY AGREEMENT
THIS AGREEMENT is made and entered into as of this __ day of
________, 2004, by and between The Tocqueville Trust, a Massachusetts business
trust, The Tocqueville Alexis Trust, a Delaware statutory trust, (together,
the "Tocqueville Funds") and U.S. Bank National Association, a national
banking association (the "Custodian").
WHEREAS, the Tocqueville Funds engage in business as open-end
management investment companies and are so registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), with each such series of the
Tocqueville Funds representing interests in a separate portfolio of securities
and other assets;
WHEREAS, the Tocqueville Funds desire to retain U.S. Bank National
Association to act as Custodian for each series of the Tocqueville Funds
listed on Exhibit C hereto (as amended from time to time) (each a "Fund");
WHEREAS, the Tocqueville Funds desire that each Fund's Securities
(defined below) and cash be held and administered by the Custodian pursuant to
this Agreement; and
WHEREAS, the Custodian is a bank having the qualifications prescribed
in Section 26(a)(1) of the 1940 Act;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1.1 "Authorized Person" means any Officer or other person duly
authorized by resolution to give Oral Instructions and
Written Instructions on behalf of the Tocqueville Funds and
named in Exhibit A hereto or in such resolutions of the
Boards of Trustees, certified by an Officer, as may be
received by the Custodian from time to time.
1.2 "Boards of Trustees" shall mean the Trustees from time to
time serving under the Tocqueville Funds' Declarations of
Trust, as applicable, as from time to time amended.
1.3 "Book-Entry System" shall mean a federal book-entry system
as provided in Subpart O of Treasury Circular Xx. 000, 00
XXX 306, in Subpart B of 31 CFR Part 350, or in such
book-entry regulations of federal agencies as are
substantially in the form of such Subpart O.
1.4 "Business Day" shall mean any day recognized as a settlement
day by The New York Stock Exchange, Inc., and any other day
for which the Tocqueville Funds compute the net asset value
of Shares of each Fund.
1.5 "Fund Custody Account" shall mean any of the accounts in the
name of the Tocqueville Funds, which is provided for in
Section 3.2 below.
1.6 "NASD" shall mean The National Association of Securities
Dealers, Inc.
1.7 "Officer" shall mean the Chairman, President, any Vice
President, any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, or any Assistant
Treasurer of the Tocqueville Funds.
1.8 "Oral Instructions" shall mean instructions orally
transmitted to and accepted by the Custodian because such
instructions are: (i) reasonably believed by the Custodian
to have been given by any two Authorized Persons, (ii)
recorded and kept among the records of the Custodian made in
the ordinary course of business and (iii) orally confirmed
by the Custodian. The Tocqueville Funds shall cause all Oral
Instructions to be confirmed by Written Instructions prior
to the end of the next Business Day. If such Written
Instructions confirming Oral Instructions are not received
by the Custodian prior to a transaction, it shall in no way
affect the validity of the transaction or the authorization
thereof by the Tocqueville Funds. If Oral Instructions vary
from the Written Instructions that purport to confirm them,
the Custodian shall notify the Tocqueville Funds of such
variance but such Oral Instructions will govern unless the
Custodian has not yet acted.
1.9 "Proper Instructions" shall mean Oral Instructions or
Written Instructions. Proper Instructions may be continuing
Written Instructions when deemed appropriate by both
parties.
1.10 "Securities Depository" shall mean The Depository Trust
Company and any other clearing agency registered with the
Securities and Exchange Commission under Section 17A of the
Securities Exchange Act of 1934 as amended (the "1934 Act"),
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 fungible and may be transferred or pledged by bookkeeping
entry without physical delivery of the Securities.
1.11 "Securities" shall include, without limitation, common and
preferred stocks, bonds, call options, put options,
debentures, notes, bank certificates of deposit, bankers'
acceptances, mortgage-backed securities or other
obligations, and any certificates, receipts, warrants or
other instruments or documents representing rights to
receive, purchase or subscribe for the same, or evidencing
or representing any other rights or interests therein, or
any similar property or assets that the Custodian has the
facilities to clear and to service.
1.12 "Shares" shall mean, with respect to a Fund, the units of
beneficial interest issued by the Tocqueville Funds on
account of each Fund.
1.13 "Sub-Custodian" shall mean and include (i) any branch of a
"U.S. Bank," as that term is defined in Rule 17f-5 under the
1940 Act, (ii) any "Eligible Foreign Custodian," as that
term is defined in Rule 17f-5 under the 1940 Act, having a
contract with the Custodian which the Custodian has
determined will provide reasonable care of assets of each
Fund based on the standards specified in Section 3.3 below.
Such contract shall be in writing and shall include
provisions that provide: (i) for indemnification or
insurance arrangements (or any combination of the foregoing)
such that each Fund will be adequately protected against the
risk of loss of assets held in accordance with such
contract; (ii) that each Fund's assets will not be subject
to any right, charge, security interest, lien or claim of
any kind in favor of the Sub-Custodian or its creditors
except a claim of payment for their safe custody or
administration, in the case of cash deposits, liens or
rights in favor of creditors of the Sub-Custodian arising
under bankruptcy, insolvency, or similar laws; (iii) that
beneficial ownership for each Fund's assets will be freely
transferable without the payment of money or value other
than for safe custody or administration; (iv) that adequate
records will be maintained identifying the assets as
belonging to each Fund or as being held by a third party for
the benefit of each Fund; (v) that each Fund's independent
public accountants will be given access to those records or
confirmation of the contents of those records; and (vi) that
each Fund will receive periodic reports with respect to the
safekeeping of each Fund's assets, including, but not
limited to, notification of any transfer to or from a Fund's
account or a third party account containing assets held for
the benefit of each Fund. Such contract may contain, in lieu
of any or all of the provisions specified in (i)-(vi) above,
such other provisions that the Custodian determines will
provide, in their entirety, the same or a greater level of
care and protection for Fund assets as the specified
provisions, in their entirety.
1.14 "Written Instructions" shall mean (i) written communications
actually received by the Custodian and signed by any two
Authorized Persons, or (ii) communications by telex or any
other such system from one or more persons reasonably
believed by the Custodian to be Authorized Persons, or (iii)
communications between electro-mechanical or electronic
devices provided that the use of such devices and the
procedures for the use thereof shall have been approved by
resolutions of the Boards of Trustees, a copy of which,
certified by an Officer, shall have been delivered to the
Custodian.
ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 Appointment. The Tocqueville Funds hereby appoints the
Custodian as custodian of all Securities and cash owned by
or in the possession of each Fund at any time during the
period of this Agreement, on the terms and conditions set
forth in this Agreement including any addendum hereto which
is incorporated herein and made a part of this Agreement,
and the Custodian hereby accepts such appointment and agrees
to perform the services and duties set forth in this
Agreement.
2.2 Documents to be Furnished. The following documents,
including any amendments thereto, will be provided
contemporaneously with the execution of the Agreement to the
Custodian by the Tocqueville Funds:
(a) A copy of the Declarations of Trust certified by
the Secretary;
(b) A copy of the Bylaws of the Tocqueville Funds
certified by the Secretary;
(c) A copy of the resolution of the Boards of Trustees
of the Tocqueville Funds appointing the Custodian,
certified by the Secretary;
(d) A copy of the then current Prospectus of each Fund;
and
(e) A certification of the Chairman and Secretary of
the Tocqueville Funds setting forth the names and
signatures of the current Officers of the
Tocqueville Funds and other Authorized Persons.
2.3 Notice of Appointment of Dividend and Transfer Agent. The
Tocqueville Funds agrees to notify the Custodian in writing
of the appointment, termination or change in appointment of
any Dividend and Transfer Agent of the Tocqueville Funds.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
3.1 Segregation. All Securities and non-cash property held by
the Custodian for the account of each Fund (other than
Securities maintained in a Securities Depository or
Book-Entry System) shall be physically segregated from other
Securities and non-cash property in the possession of the
Custodian (including the Securities and non-cash property of
the other series of the Tocqueville Funds) and shall be
identified as subject to this Agreement.
3.2 Fund Custody Accounts. As to each Fund, the Custodian shall
open and maintain in its trust department a custody account
in the name of the Tocqueville Funds coupled with the name
of the Fund, subject only to draft or order of the
Custodian, in which the Custodian shall enter and carry all
Securities, cash and other assets of such Fund which are
delivered to it.
3.3 Appointment of Agents.
(a) In its discretion, the Custodian may appoint one or
more Sub-Custodians to act as Securities
Depositories or as sub-custodians to hold
Securities and cash of each Fund and to carry out
such other provisions of this Agreement and any
Addendum as it may determine, provided, however,
that the appointment of any such agents and
maintenance of any Securities and cash of each Fund
shall be at the Custodian's expense and shall not
relieve the Custodian of any of its obligations or
liabilities under this Agreement. The Custodian
shall be liable for the actions of any
Sub-Custodians appointed by it as if such actions
had been done by the Custodian.
(b) If, after the initial approval of Sub-Custodians by
the Boards of Trustees in connection with this
Agreement, the Custodian wishes to appoint other
Sub-Custodians to hold property of each Fund, it
will so notify the Tocqueville Funds and provide it
with information reasonably necessary to determine
any such new Sub-Custodian's eligibility under Rule
17f-5 under the 1940 Act, including a copy of the
proposed agreement with such Sub-Custodian. The
Tocqueville Funds shall at the meeting of the
Boards of Trustees next following receipt of such
notice and information give a written approval or
disapproval of the proposed action.
(c) The Agreement between the Custodian and each
Sub-Custodian acting hereunder shall contain the
required provisions set forth in Rule 17f-5(c)(2).
(d) At the end of each calendar quarter, and at any
other time as the Board of Directors shall deem
necessary and reasonable, the Custodian shall
provide written reports notifying the Boards of
Trustees of the placement of the Securities and
cash of each Fund with a particular Sub-Custodian
and of any material changes in each Fund's
arrangements. The Custodian shall promptly take
such steps as may be required to withdraw assets of
each Fund from any Sub-Custodian that has ceased to
meet the requirements of Rule 17f-5 under the 1940
Act.
(e) With respect to its responsibilities under this
Section 3.3, the Custodian hereby warrants to the
Tocqueville Funds that it agrees to exercise
reasonable care, prudence and diligence such as a
person having responsibility for the safekeeping of
property of each Fund. The Custodian further
warrants that a Fund's assets will be subject to
reasonable care, based on the standards applicable
to custodians in the relevant market, if maintained
with each Sub-Custodian, after considering all
factors relevant to the safekeeping of such assets,
including, without limitation: (i) the
Sub-Custodian's practices, procedures, and internal
controls, for certificated securities (if
applicable), the method of keeping custodial
records, and the security and data protection
practices; (ii) whether the Sub-Custodian has the
requisite financial strength to provide reasonable
care for Fund assets; (iii) the Sub-Custodian's
general reputation and standing and, in the case of
a Securities Depository, the Securities
Depository's operating history and number of
participants; and (iv) whether each Fund will have
jurisdiction over and be able to enforce judgments
against the Sub-Custodian, such as by virtue of the
existence of any offices of the Sub-Custodian in
the United States or the Sub-Custodian's consent to
service of process in the United States.
(f) The Custodian shall establish a system to monitor
the appropriateness of maintaining each Fund's
assets with a particular Sub-Custodian and the
contract governing each Fund's arrangements with
such Sub-Custodian.
3.4 Delivery of Assets to Custodian. The Tocqueville Funds shall
deliver, or cause to be delivered, to the Custodian all of
the Tocqueville Fund's Securities, cash and other investment
assets, including (a) all payments of income, payments of
principal and capital distributions received by each Fund
with respect to such Securities, cash or other assets owned
by each Fund at any time during the period of this
Agreement, and (b) all cash received by each Fund for the
issuance, at any time during such period, of Shares. The
Custodian shall not be responsible for such Securities, cash
or other assets until actually received by it.
3.5 Securities Depositories and Book-Entry Systems. The
Custodian may deposit and/or maintain Securities of each
Fund in a Securities Depository or in a Book-Entry System,
subject to the following provisions:
(a) The Custodian, on an on-going basis, shall deposit
in a Securities Depository or Book-Entry System all
Securities eligible for deposit therein and shall
make use of such Securities Depository or
Book-Entry System to the extent possible and
practical in connection with its performance
hereunder, including, without limitation, in
connection with settlements of purchases and sales
of Securities, loans of Securities, and deliveries
and returns of collateral consisting of Securities.
(b) Securities of each Fund kept in a Book-Entry System
or Securities Depository shall be kept in an
account ("Depository Account") of the Custodian in
such Book-Entry System or Securities Depository
which includes only assets held by the Custodian as
a fiduciary, custodian or otherwise for customers.
(c) The records of the Custodian with respect to
Securities of each Fund maintained in a Book-Entry
System or Securities Depository shall, by
book-entry, identify such Securities as belonging
to each Fund.
(d) If Securities purchased by each Fund are to be held
in a Book-Entry System or Securities Depository,
the Custodian shall pay for such Securities upon
(i) receipt of advice from the Book-Entry System or
Securities Depository that such Securities have
been transferred to the Depository Account, and
(ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer for
the account of each Fund. If Securities sold by
each Fund are held in a Book-Entry System or
Securities Depository, the Custodian shall transfer
such Securities upon (i) receipt of advice from the
Book-Entry System or Securities Depository that
payment for such Securities has been transferred to
the Depository Account, and (ii) the making of an
entry on the records of the Custodian to reflect
such transfer and payment for the account of each
Fund.
(e) The Custodian shall provide the Tocqueville Funds
with copies of any report (obtained by the
Custodian from a Book-Entry System or Securities
Depository in which Securities of each Fund are
kept) on the internal accounting controls and
procedures for safeguarding Securities deposited in
such Book-Entry System or Securities Depository.
(f) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to
the Tocqueville Funds for any loss or damage to
each Fund resulting (i) from the use of a
Book-Entry System or Securities Depository by
reason of any negligence or willful misconduct on
the part of Custodian or any Sub-Custodian
appointed pursuant to Section 3.3 above or any of
its or their employees, or (ii) from failure of
Custodian or any such Sub-Custodian to enforce
effectively such rights as it may have against a
Book-Entry System or Securities Depository. At its
election, the Tocqueville Funds shall be subrogated
to the rights of the Custodian with respect to any
claim against a Book-Entry System or Securities
Depository or any other person from any loss or
damage to each Fund arising from the use of such
Book-Entry System or Securities Depository, if and
to the extent that each Fund has not been made
whole for any such loss or damage.
(g) With respect to its responsibilities under this
Section 3.5 and pursuant to Rule 17f-4 under the
1940 Act, the Custodian hereby warrants to the
Tocqueville Funds that it agrees to (i) exercise
due care in accordance with reasonable commercial
standards in discharging its duty as a securities
intermediary to obtain and thereafter maintain such
assets; (ii) provide, promptly upon request by the
Tocqueville Funds, such reports as are available
concerning the Custodian's internal accounting
controls and financial strength; and (iii) require
any Sub-Custodian to exercise due care in
accordance with reasonable commercial standards in
discharging its duty as a securities intermediary
to obtain and thereafter maintain assets
corresponding to the security entitlements of its
entitlement holders.
3.6 Disbursement of Moneys from Fund Custody Account. Upon
receipt of Proper Instructions, the Custodian shall disburse
moneys from each Fund Custody Account but only in the
following cases:
(a) For the purchase of Securities for each Fund but
only in accordance with Section 4.1 of this
Agreement and only (i) in the case of Securities
(other than options on Securities, futures
contracts and options on futures contracts),
against the delivery to the Custodian (or any
Sub-Custodian appointed pursuant to Section 3.3
above) of such Securities registered as provided in
Section 3.9 below or in proper form for transfer,
or if the purchase of such Securities is effected
through a Book-Entry System or Securities
Depository, in accordance with the conditions set
forth in Section 3.5 above; (ii) in the case of
options on Securities, against delivery to the
Custodian (or such Sub-Custodian) of such receipts
as are required by the customs prevailing among
dealers in such options; (iii) in the case of
futures contracts and options on futures contracts,
against delivery to the Custodian (or such
Sub-Custodian) of evidence of title thereto in
favor of each Fund or any nominee referred to in
Section 3.9 below; and (iv) in the case of
repurchase or reverse repurchase agreements entered
into between the Tocqueville Funds and a bank which
is a member of the Federal Reserve System or
between the Tocqueville Funds and a primary dealer
in U.S. Government securities, against delivery of
the purchased Securities either in certificate form
or through an entry crediting the Custodian's
account at a Book-Entry System or Securities
Depository with such Securities;
(b) In connection with the conversion, exchange or
surrender, as set forth in Section 3.7(f) below, of
Securities owned by each Fund;
(c) For the payment of any dividends or capital gain
distributions declared by each Fund;
(d) In payment of the redemption price of Shares as
provided in Section 5.1 below;
(e) For the payment of any expense or liability
incurred by each Fund, including but not limited to
the following payments for the account of each
Fund: interest; taxes; administration, investment
advisory, accounting, auditing, transfer agent,
custodian, director and legal fees; and other
operating expenses of each Fund; in all cases,
whether or not such expenses are to be in whole or
in part capitalized or treated as deferred
expenses;
(f) For transfer in accordance with the provisions of
any agreement among the Tocqueville Funds, the
Custodian and a broker-dealer registered under the
1934 Act and a member of the NASD, relating to
compliance with rules of The Options Clearing
Corporation and of any registered national
securities exchange (or of any similar organization
or organizations) regarding escrow or other
arrangements in connection with transactions by
each Fund;
(g) For transfer in accordance with the provision of
any agreement among the Tocqueville Funds, the
Custodian, and a futures commission merchant
registered under the Commodity Exchange Act,
relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any
contract market (or any similar organization or
organizations) regarding account deposits in
connection with transactions by each Fund;
(h) For the funding of any uncertificated time deposit
or other interest-bearing account with any banking
institution (including the Custodian), which
deposit or account has a term of one year or less;
and
(i) For any other proper purpose, but only upon
receipt, in addition to Proper Instructions, of a
copy of a resolution of the Boards of Trustees,
certified by an Officer, specifying the amount and
purpose of such payment, declaring such purpose to
be a proper corporate purpose, and naming the
person or persons to whom such payment is to be
made.
3.7 Delivery of Securities from Fund Custody Account. Upon
receipt of Proper Instructions, the Custodian shall release
and deliver Securities from each Fund Custody Account but
only in the following cases:
(a) Upon the sale of Securities for the account of each
Fund but only against receipt of payment therefor
in cash, by certified or cashiers check or bank
credit;
(b) In the case of a sale effected through a Book-Entry
System or Securities Depository, in accordance with
the provisions of Section 3.5 above;
(c) To an offeror's depository agent in connection with
tender or other similar offers for Securities of
each Fund; provided that, in any such case, the
cash or other consideration is to be delivered to
the Custodian;
(d) To the issuer thereof or its agent (i) for transfer
into the name of each Fund, the Custodian or any
Sub-Custodian appointed pursuant to Section 3.3
above, or of any nominee or nominees of any of the
foregoing, or (ii) for exchange for a different
number of certificates or other evidence
representing the same aggregate face amount or
number of units; provided that, in any such case,
the new Securities are to be delivered to the
Custodian;
(e) To the broker selling Securities, for examination
in accordance with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan or
merger, consolidation, recapitalization,
reorganization or readjustment of the issuer of
such Securities, or pursuant to provisions for
conversion contained in such Securities, or
pursuant to any deposit agreement, including
surrender or receipt of underlying Securities in
connection with the issuance or cancellation of
depository receipts; provided that, in any such
case, the new Securities and cash, if any, are to
be delivered to the Custodian;
(g) Upon receipt of payment therefor pursuant to any
repurchase or reverse repurchase agreement entered
into by each Fund;
(h) In the case of warrants, rights or similar
Securities, upon the exercise thereof, provided
that, in any such case, the new Securities and
cash, if any, are to be delivered to the Custodian;
(i) For delivery in connection with any loans of
Securities of each Fund, but only against receipt
of such collateral as the Tocqueville Funds shall
have specified to the Custodian in Proper
Instructions;
(j) For delivery as security in connection with any
borrowings by each Fund requiring a pledge of
assets by the Tocqueville Funds, but only against
receipt by the Custodian of the amounts borrowed;
(k) Pursuant to any authorized plan of liquidation,
reorganization, merger, consolidation or
recapitalization of the Tocqueville Funds;
(l) For delivery in accordance with the provisions of
any agreement among the Tocqueville Funds, the
Custodian and a broker-dealer registered under the
1934 Act and a member of the NASD, relating to
compliance with the rules of The Options Clearing
Corporation and of any registered national
securities exchange (or of any similar organization
or organizations) regarding escrow or other
arrangements in connection with transactions by
each Fund;
(m) For delivery in accordance with the provisions of
any agreement among the Tocqueville Funds, the
Custodian, and a futures commission merchant
registered under the Commodity Exchange Act,
relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any
contract market (or any similar organization or
organizations) regarding account deposits in
connection with transactions by each Fund; or
(n) For any other proper corporate purpose, but only
upon receipt, in addition to Proper Instructions,
of a copy of a resolution of the Boards of
Trustees, certified by an Officer, specifying the
Securities to be delivered, setting forth the
purpose for which such delivery is to be made,
declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom
delivery of such Securities shall be made.
3.8 Actions Not Requiring Proper Instructions. Unless otherwise
instructed by the Tocqueville Funds, the Custodian shall
with respect to all Securities held for each Fund:
(a) Subject to Section 7.4 below, collect on a timely
basis all income and other payments to which each
Fund is entitled either by law or pursuant to
custom in the securities business;
(b) Present for payment and, subject to Section 7.4
below, collect on a timely basis the amount payable
upon all Securities which may mature or be called,
redeemed, or retired, or otherwise become payable;
(c) Endorse for collection, in the name of each Fund,
checks, drafts and other negotiable instruments;
(d) Surrender interim receipts or Securities in
temporary form for Securities in definitive form;
(e) Execute, as custodian, any necessary declarations
or certificates of ownership under the federal
income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect,
and prepare and submit reports to the Internal
Revenue Service ("IRS") and to the Tocqueville
Funds at such time, in such manner and containing
such information as is prescribed by the IRS;
(f) Hold for each Fund, either directly or, with
respect to Securities held therein, through a
Book-Entry System or Securities Depository, all
rights and similar securities issued with respect
to Securities of each Fund; and
(g) In general, and except as otherwise directed in
Proper Instructions, attend to all
non-discretionary details in connection with the
sale, exchange, substitution, purchase, transfer
and other dealings with Securities and assets of
each Fund.
3.9 Registration and Transfer of Securities. All Securities held
for each Fund that are issued or issuable only in bearer
form shall be held by the Custodian in that form, provided
that any such Securities shall be held in a Book-Entry
System if eligible therefor. All other Securities held for
each Fund may be registered in the name of each Fund, the
Custodian, or any Sub-Custodian appointed pursuant to
Section 3.3 above, or in the name of any nominee of any of
them, or in the name of a Book-Entry System, Securities
Depository or any nominee of either thereof. The Tocqueville
Funds shall furnish to the Custodian appropriate instruments
to enable the Custodian to hold or deliver in proper form
for transfer, or to register in the name of any of the
nominees hereinabove referred to or in the name of a
Book-Entry System or Securities Depository, any Securities
registered in the name of each Fund.
3.10 Records.
(a) The Custodian shall maintain, for each Fund,
complete and accurate records with respect to
Securities, cash or other property held for each
Fund, including (i) journals or other records of
original entry containing an itemized daily record
in detail of all receipts and deliveries of
Securities and all receipts and disbursements of
cash; (ii) ledgers (or other records) reflecting
(A) Securities in transfer, (B) Securities in
physical possession, (C) monies and Securities
borrowed and monies and Securities loaned (together
with a record of the collateral therefor and
substitutions of such collateral), (D) dividends
and interest received, and (E) dividends receivable
and interest receivable; and (iii) canceled checks
and bank records related thereto. The Custodian
shall keep such other books and records of each
Fund as the Tocqueville Funds shall reasonably
request, or as may be required by the 1940 Act,
including, but not limited to, Section 31 of the
1940 Act and Rule 31a-2 promulgated thereunder.
(b) All such books and records maintained by the
Custodian shall (i) be maintained in a form
acceptable to the Tocqueville Funds and in
compliance with rules and regulations of the
Securities and Exchange Commission, (ii) be the
property of the Tocqueville Funds and at all times
during the regular business hours of the Custodian
be made available upon request for inspection by
duly authorized officers, employees or agents of
the Tocqueville Funds and employees or agents of
the Securities and Exchange Commission, and (iii)
if required to be maintained by Rule 31a-1 under
the 1940 Act, be preserved for the periods
prescribed in Rules 31a-1 and 31a-2 under the 1940
Act.
3.11 Fund Reports by Custodian. The Custodian shall furnish the
Tocqueville Funds with a daily activity statement and a
summary of all transfers to or from each Fund Custody
Account on the day following such transfers. At least
monthly and from time to time, the Custodian shall furnish
the Tocqueville Funds with a detailed statement of the
Securities and moneys held by the Custodian and the
Sub-Custodians for each Fund under this Agreement.
3.12 Other Reports by Custodian. The Custodian shall provide the
Tocqueville Funds with such reports, as the Tocqueville
Funds may reasonably request from time to time, on the
internal accounting controls and procedures for safeguarding
Securities, which are employed by the Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above.
3.13 Proxies and Other Materials. The Custodian shall cause all
proxies relating to Securities which are not registered in
the name of each Fund, to be promptly executed by the
registered holder of such Securities, without indication of
the manner in which such proxies are to be voted, and shall
promptly deliver to the Tocqueville Funds such proxies, all
proxy soliciting materials and all notices relating to such
Securities.
3.14 Information on Corporate Actions. The Custodian shall
promptly deliver to the Tocqueville Funds all information
received by the Custodian and pertaining to Securities being
held by each Fund with respect to optional tender or
exchange offers, calls for redemption or purchase, or
expiration of rights as described in the Standards of
Service Guide attached as Exhibit B. If the Tocqueville
Funds desires to take action with respect to any tender
offer, exchange offer or other similar transaction, the
Tocqueville Funds shall notify the Custodian at least five
Business Days prior to the date on which the Custodian is to
take such action. The Tocqueville Funds will provide or
cause to be provided to the Custodian all relevant
information for any Security which has unique put/option
provisions at least five Business Days prior to the
beginning date of the tender period.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
4.1 Purchase of Securities. Promptly upon each purchase of
Securities for each Fund, Written Instructions shall be
delivered to the Custodian, specifying (a) the name of the
issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal
amount (and accrued interest, if any) or other units
purchased, (c) the date of purchase and settlement, (d) the
purchase price per unit, (e) the total amount payable upon
such purchase, and (f) the name of the person to whom such
amount is payable. The Custodian shall upon receipt of such
Securities purchased by each Fund pay out of the moneys held
for the account of each Fund the total amount specified in
such Written Instructions to the person named therein. The
Custodian shall not be under any obligation to pay out
moneys to cover the cost of a purchase of Securities for
each Fund, if in the Fund Custody Account there is
insufficient cash available to each Fund for which such
purchase was made.
4.2 Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for the
purchase of Securities for each Fund is made by the
Custodian in advance of receipt of the Securities purchased
but in the absence of specified Written Instructions to so
pay in advance, the Custodian shall be liable to each Fund
for such Securities.
4.3 Sale of Securities. Promptly upon each sale of Securities by
each Fund, Written Instructions shall be delivered to the
Custodian, specifying (a) the name of the issuer or writer
of such Securities, and the title or other description
thereof, (b) the number of shares, principal amount (and
accrued interest, if any), or other units sold, (c) the date
of sale and settlement, (d) the sale price per unit, (e) the
total amount payable upon such sale, and (f) the person to
whom such Securities are to be delivered. Upon receipt of
the total amount payable to each Fund as specified in such
Written Instructions, the Custodian shall deliver such
Securities to the person specified in such Written
Instructions. Subject to the foregoing, the Custodian may
accept payment in such form as shall be satisfactory to it,
and may deliver Securities and arrange for payment in
accordance with the customs prevailing among dealers in
Securities.
4.4 Delivery of Securities Sold. Notwithstanding Section 4.3
above or any other provision of this Agreement, the
Custodian, when instructed to deliver Securities against
payment, shall be entitled, if in accordance with generally
accepted market practice, to deliver such Securities prior
to actual receipt of final payment therefor. In any such
case, each Fund shall bear the risk that final payment for
such Securities may not be made or that such Securities may
be returned or otherwise held or disposed of by or through
the person to whom they were delivered, and the Custodian
shall have no liability for any for the foregoing.
4.5 Payment for Securities Sold, etc. In its sole discretion and
from time to time, the Custodian may credit each Fund
Custody Account, prior to actual receipt of final payment
thereof, with (i) proceeds from the sale of Securities which
it has been instructed to deliver against payment, (ii)
proceeds from the redemption of Securities or other assets
of each Fund, and (iii) income from cash, Securities or
other assets of each Fund. Any such credit shall be
conditional upon actual receipt by Custodian of final
payment and may be reversed if final payment is not actually
received in full. The Custodian may, in its sole discretion
and from time to time, permit each Fund to use funds so
credited to the Fund Custody Account in anticipation of
actual receipt of final payment. Any such funds shall be
repayable immediately upon demand made by the Custodian at
any time prior to the actual receipt of all final payments
in anticipation of which funds were credited to the Fund
Custody Account.
4.6 Advances by Custodian for Settlement. The Custodian may, in
its sole discretion and from time to time, advance funds to
the Tocqueville Funds to facilitate the settlement of a
Fund's transactions in the Fund Custody Account. Any such
advance shall be repayable immediately upon demand made by
Custodian.
ARTICLE V
REDEMPTION OF FUND SHARES
5.1 Transfer of Funds. From such funds as may be available for
the purpose in the relevant Fund Custody Account, and upon
receipt of Proper Instructions specifying that the funds are
required to redeem Shares of the Fund, the Custodian shall
wire each amount specified in such Proper Instructions to or
through such bank as the Tocqueville Funds may designate
with respect to such amount in such Proper Instructions.
5.2 No Duty Regarding Paying Banks. Once the Custodian has wired
amounts to a bank or broker-dealer pursuant to Section 5.1
above, the Custodian shall not be under any obligation to
effect any further payment or distribution by such bank or
broker-dealer.
ARTICLE VI
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions, the Custodian shall establish
and maintain a segregated account or accounts for and on behalf of each Fund,
into which account or accounts may be transferred cash and/or Securities,
including Securities maintained in a Depository Account,
(a) in accordance with the provisions of any agreement
among the Tocqueville Funds, the Custodian and a
broker-dealer registered under the 1934 Act and a
member of the NASD (or any futures commission
merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered
national securities exchange (or the Commodity
Futures Trading Commission or any registered
contract market), or of any similar organization or
organizations, regarding escrow or other
arrangements in connection with transactions by
each Fund,
(b) for purposes of segregating cash or Securities in
connection with securities options purchased or
written by each Fund or in connection with
financial futures contracts (or options thereon)
purchased or sold by each Fund,
(c) which constitute collateral for loans of Securities
made by each Fund,
(d) for purposes of compliance by each Fund with
requirements under the 1940 Act for the maintenance
of segregated accounts by registered investment
companies in connection with reverse repurchase
agreements and when-issued, delayed delivery and
firm commitment transactions, and
(e) for other proper corporate purposes, but only upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Boards of
Trustees, certified by an Officer, setting forth
the purpose or purposes of such segregated account
and declaring such purposes to be proper corporate
purposes.
Each segregated account established under this Article VI shall be
established and maintained for each Fund only. All Proper Instructions
relating to a segregated account shall specify each Fund.
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 Standard of Care. The Custodian shall be held to the
exercise of reasonable care in carrying out its obligations
under this Agreement, and shall be without liability to the
Tocqueville Funds or any Fund for any loss, damage, cost,
expense (including attorneys' fees and disbursements),
liability or claim unless such loss, damage, cost, expense,
liability or claim arises from negligence, bad faith or
willful misconduct on its part or on the part of any
Sub-Custodian appointed pursuant to Section 3.3 above. The
Custodian shall be entitled to rely on and may act upon
advice of counsel on all matters, and shall be without
liability for any action reasonably taken or omitted
pursuant to such advice. The Custodian shall promptly notify
the Tocqueville Funds of any action taken or omitted by the
Custodian pursuant to advice of counsel. The Custodian shall
not be under any obligation at any time to ascertain whether
the Tocqueville Funds or each Fund is in compliance with the
1940 Act, the regulations thereunder, the provisions of the
Tocqueville Funds' charter documents or by-laws, or its
investment objectives and policies as then in effect.
7.2 Actual Collection Required. The Custodian shall not be
liable for, or considered to be the custodian of, any cash
belonging to each Fund or any money represented by a check,
draft or other instrument for the payment of money, until
the Custodian or its agents actually receive such cash or
collect on such instrument.
7.3 No Responsibility for Title, etc. So long as and to the
extent that it is in the exercise of reasonable care, the
Custodian shall not be responsible for the title, validity
or genuineness of any property or evidence of title thereto
received or delivered by it pursuant to this Agreement.
7.4 Limitation on Duty to Collect. Custodian shall not be
required to enforce collection, by legal means or otherwise,
of any money or property due and payable with respect to
Securities held for each Fund if such Securities are in
default or payment is not made after due demand or
presentation.
7.5 Reliance Upon Documents and Instructions. The Custodian
shall be entitled to rely upon any certificate, notice or
other instrument in writing received by it and reasonably
believed by it to be genuine. The Custodian shall be
entitled to rely upon any Oral Instructions and any Written
Instructions actually received by it pursuant to this
Agreement.
7.6 Express Duties Only. The Custodian shall have no duties or
obligations whatsoever except such duties and obligations as
are specifically set forth in this Agreement, and no
covenant or obligation shall be implied in this Agreement
against the Custodian.
7.7 Co-operation. The Custodian shall cooperate with and supply
necessary information to the entity or entities appointed by
the Tocqueville Funds to keep the books of account of each
Fund and/or compute the value of the assets of each Fund.
The Custodian shall take all such reasonable actions as the
Tocqueville Funds may from time to time request to enable
the Tocqueville Funds to obtain, from year to year,
favorable opinions from the Tocqueville Funds' independent
accountants with respect to the Custodian's activities
hereunder in connection with (a) the preparation of the
Tocqueville Funds' reports on Form N-1A and Form N-SAR and
any other reports required by the Securities and Exchange
Commission, and (b) the fulfillment by the Tocqueville Funds
of any other requirements of the Securities and Exchange
Commission.
ARTICLE VIII
INDEMNIFICATION
8.1 Indemnification by Tocqueville Funds. The Tocqueville Funds
shall indemnify and hold harmless the Custodian and any
Sub-Custodian appointed pursuant to Section 3.3 above, and
any nominee of the Custodian or of such Sub-Custodian, from
and against any loss, damage, cost, expense (including
attorneys' fees and disbursements), liability (including,
without limitation, liability arising under the Securities
Act of 1933, the 1934 Act, the 1940 Act, and any state or
foreign securities and/or banking laws) or claim arising
directly or indirectly (a) from the fact that Securities are
registered in the name of any such nominee, or (b) from any
action or inaction by the Custodian or such Sub-Custodian
(i) at the request or direction of or in reliance on the
advice of the Tocqueville Funds, or (ii) upon Proper
Instructions, or (c) generally, from the performance of its
obligations under this Agreement or any sub-custody
agreement with a Sub-Custodian appointed pursuant to Section
3.3 above, provided that neither the Custodian nor any such
Sub-Custodian shall be indemnified and held harmless from
and against any such loss, damage, cost, expense, liability
or claim arising from the Custodian's or such
Sub-Custodian's negligence, bad faith or willful misconduct.
8.2 Indemnification by Custodian. The Custodian shall indemnify
and hold harmless the Tocqueville Funds from and against any
loss, damage, cost, expense (including attorneys' fees and
disbursements), liability (including without limitation,
liability arising under the Securities Act of 1933, the 1934
Act, the 1940 Act, and any state or foreign securities
and/or banking laws) or claim arising from the negligence,
bad faith or willful misconduct of the Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above, or
any nominee of the Custodian or of such Sub-Custodian.
8.3 Indemnity to be Provided. If the Tocqueville Funds request
the Custodian to take any action with respect to Securities,
which may, in the opinion of the Custodian, result in the
Custodian or its nominee becoming liable for the payment of
money or incurring liability of some other form, the
Custodian shall not be required to take such action until
the Tocqueville Funds shall have provided indemnity therefor
to the Custodian in an amount and form satisfactory to the
Custodian.
8.4 Security. If the Custodian advances cash or Securities to
each Fund for any purpose, either at the Tocqueville Funds'
request or as otherwise contemplated in this Agreement, or
in the event that the Custodian or its nominee incurs, in
connection with its performance under this Agreement, any
loss, damage, cost, expense (including attorneys' fees and
disbursements), liability or claim (except such as may arise
from its or its nominee's negligence, bad faith or willful
misconduct), then, in any such event, any property at any
time held for the account of each Fund shall be security
therefor, and should each Fund fail promptly to repay or
indemnify the Custodian, the Custodian shall be entitled to
utilize available cash of such Fund and to dispose of other
assets of such Fund to the extent necessary to obtain
reimbursement or indemnification.
ARTICLE IX
FORCE MAJEURE
Neither the Custodian nor the Tocqueville Funds shall be liable for
any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including, without limitation, acts of God; earthquakes;
fires; floods; wars; civil or military disturbances; acts of terrorism;
sabotage; strikes; epidemics; riots; power failures; computer failure and any
such circumstances beyond its reasonable control as may cause interruption,
loss or malfunction of utility, transportation, computer (hardware or
software) or telephone communication service; accidents; labor disputes; acts
of civil or military authority; governmental actions; or inability to obtain
labor, material, equipment or transportation; provided, however, that the
Custodian in the event of a failure or delay (i) shall not discriminate
against each Fund in favor of any other customer of the Custodian in making
computer time and personnel available to input or process the transactions
contemplated by this Agreement and (ii) shall use its best efforts to
ameliorate the effects of any such failure or delay.
ARTICLE X
EFFECTIVE PERIOD; TERMINATION
10.1 Effective Period. This Agreement shall become effective as
of its execution and shall continue in full force and effect
until terminated as hereinafter provided.
10.2 Termination. Either party hereto may terminate this
Agreement by giving to the other party a notice in writing
specifying the date of such termination, which shall be not
less than sixty (60) days after the date of the giving of
such notice. If a successor custodian shall have been
appointed by the Boards of Trustees, the Custodian shall,
upon receipt of a notice of acceptance by the successor
custodian, on such specified date of termination (a) deliver
directly to the successor custodian all Securities (other
than Securities held in a Book-Entry System or Securities
Depository) and cash then owned by each Fund and held by the
Custodian as custodian, and (b) transfer any Securities held
in a Book-Entry System or Securities Depository to an
account of or for the benefit of each Fund at the successor
custodian, provided that the Tocqueville Funds shall have
paid to the Custodian all fees, expenses and other amounts
to the payment or reimbursement of which it shall then be
entitled. Upon such delivery and transfer, the Custodian
shall be relieved of all obligations under this Agreement.
The Tocqueville Funds may at any time immediately terminate
this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by regulatory
authorities or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of
competent jurisdiction.
10.3 Failure to Appoint Successor Custodian. If a successor
custodian is not designated by the Tocqueville Funds on or
before the date of termination specified pursuant to Section
10.1 above, then the Custodian shall have the right to
deliver to a bank or corporation company of its own
selection, which (a) is a "bank" as defined in the 1940 Act
and (b) has aggregate capital, surplus and undivided profits
as shown on its then most recent published report of not
less than $25 million, all Securities, cash and other
property held by Custodian under this Agreement and to
transfer to an account of or for each Fund at such bank or
trust company all Securities of each Fund held in a
Book-Entry System or Securities Depository. Upon such
delivery and transfer, such bank or trust company shall be
the successor custodian under this Agreement and the
Custodian shall be relieved of all obligations under this
Agreement.
ARTICLE XI
COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to compensation as agreed upon from
time to time by the Tocqueville Funds and the Custodian. The fees and other
charges in effect on the date hereof and applicable to each Fund are set forth
in Exhibit D attached hereto.
ARTICLE XII
LIMITATION OF LIABILITY
It is expressly agreed that the obligations of the Tocqueville Funds
hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Tocqueville Funds personally,
but shall bind only the property of the Tocqueville Funds as provided in the
Tocqueville Funds' Declarations of Trust, as from time to time amended. The
execution and delivery of this Agreement have been authorized by the Trustees,
and this Agreement has been signed and delivered by an authorized officer of
the Tocqueville Funds, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any
of them personally, but shall bind only the trust property of the Tocqueville
Funds as provided in the above-mentioned Declarations of Trust.
ARTICLE XIII
NOTICES
Any notice required or permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given on the date
delivered personally or by courier service, or three (3) days after sent by
registered or certified mail, postage prepaid, return receipt requested, or on
the date sent and confirmed received by facsimile transmission to the other
party's address set forth below:
Notice to the Tocqueville Funds shall be sent to:
The Tocqueville Trust and The Tocqueville Alexis Trust
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and notice to the Custodian shall be sent to:
U.S. Bank National Association
000 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX
Xxxxxxxxxx, Xxxx 00000
Attention: Mutual Fund Custody Services
Facsimile: (000) 000-0000
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII.
ARTICLE XIV
MISCELLANEOUS
14.1 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio.
14.2 References to Custodian. The Tocqueville Funds shall not
circulate any printed matter which contains any reference to
Custodian without the prior written approval of Custodian,
excepting printed matter contained in the prospectus or
statement of additional information for each Fund and such
other printed matter as merely identifies Custodian as
custodian for each Fund. The Tocqueville Funds shall submit
printed matter requiring approval to Custodian in draft
form, allowing sufficient time for review by Custodian and
its counsel prior to any deadline for printing.
14.3 No Waiver. No failure by either party hereto to exercise,
and no delay by such party in exercising, any right
hereunder shall operate as a waiver thereof. The exercise by
either party hereto of any right hereunder shall not
preclude the exercise of any other right, and the remedies
provided herein are cumulative and not exclusive of any
remedies provided at law or in equity.
14.4 Amendments. This Agreement cannot be changed orally and no
amendment to this Agreement shall be effective unless
evidenced by an instrument in writing executed by the
parties hereto.
14.5 Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate
counterparts, each of which shall be deemed an original but
all of which together shall constitute but one and the same
instrument.
14.6 Severability. If any provision of this Agreement shall be
invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired
thereby.
14.7 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and
their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by either party
hereto without the written consent of the other party
hereto.
14.8 Headings. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the
meaning or construction of any provision of this Agreement.
14.9 Entire Agreement. This Agreement and any addendums hereto
constitute the entire agreement of the parties with respect
to the subject matter hereof and supersedes all prior
agreements, arrangements and understandings, whether written
or oral.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by a duly authorized officer on one or more counterparts as of the
date first above written.
THE TOCQUEVILLE ALEXIS TRUST U.S. BANK NATIONAL ASSOCIATION
By: _____________________________ By: ____________________________
Title: __________________________ Title: _________________________
THE TOCQUEVILLE TRUST
By: _____________________________
Title: __________________________
EXHIBIT A
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Tocqueville Funds to administer the Fund Custody Accounts.
Authorized Persons Specimen Signatures
President:
----------------------------------
Secretary:
----------------------------------
Treasurer:
----------------------------------
Vice President:
----------------------------------
Adviser Employees:
----------------------------------
----------------------------------
----------------------------------
----------------------------------
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Transfer Agent/Fund Accountant Employees:
----------------------------------
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EXHIBIT B
USBank Institutional Custody Services
Standards of Service Guide
USBank, N.A. is committed to providing superior quality service to
all customers and their agents at all times. We have compiled this guide as a
tool for our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions. Deadlines
recited in this guide represent the times required for USBank to guarantee
processing. Failure to meet these deadlines will result in settlement at our
client's risk. In all cases, USBank will make every effort to complete all
processing on a timely basis.
USBank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the Bank
of New York as its agent for ineligible and foreign securities.
For corporate reorganizations, USBank utilizes SEI's Reorg Source,
Financial Information, Inc., XCITEK, DTC Important Notices, Capital Changes
Daily (CCH) and the Wall Street Journal.
For bond calls and mandatory puts, USBank utilizes SEI's Bond Source,
Xxxxx Information Systems, Standard & Poor's Corporation, XCITEK, and DTC
Important Notices. USBank will not notify clients of optional put
opportunities.
Any securities delivered free to USBank or its agents must be
received three (3) business days prior to any payment or settlement in order
for the USBank standards of service to apply.
Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.
The information contained in this Standards of Service Guide
is subject to change. Should any changes be made USBank will
provide you with an updated copy of its Standards of Service
Guide.
USBank Security Settlement Standards
Transaction Type Instructions Deadlines* Delivery Instructions
DTC 1:30 P.M. on Settlement Date DTC Participant #0000
Xxxxx Xxxx XX 00000
Institutional #________________
For Account #____________
Federal Reserve Book Entry 12:30 P.M. on Settlement Date Federal Reserve Bank of Cleveland
for Firstar Bank, N.A. ABA# 000000000
CINTI/1050
For Account #_____________
Federal Reserve Book Entry 1:00 P.M. on Settlement Date Federal Reserve Bank of Cleveland
(Repurchase Agreement Collateral for Firstar Bank, N.A. ABA# 000000000
Only) CINTI/1040
For Account #_____________
PTC Securities 12:00 P.M. on Settlement Date PTC For Account BYORK
(GNMA Book Entry) Firstar Bank / 117612
Physical Securities 9:30 A.M. EST on Settlement Date Bank of New York
(for Deliveries, by 4:00 X.X. Xxx Xxxx Xxxxxx- 0xx Xxxxx - Window A
on Settlement Date minus 1) Xxx Xxxx, XX 00000
For account of Firstar Bank / Cust #117612
Attn: Xxxxxx Xxxxxx
CEDEL/EURO-CLEAR 11:00 A..M. on Settlement Date minus 2 Cedel a/c 55021
FFC: a/c 387000
Firstar Bank /Global Omnibus
Euroclear a/c 97816
FFC: a/c 387000
Firstar Bank/Global Omnibus
Cash Wire Transfer 3:00 P.M. Firstar Bank, X.X. Xxxxx/Trust ABA# 000000000
Credit Account #112950027
Account of Firstar Trust Services
Further Credit to ___________
Account # _______________
* All times listed are Eastern Standard Time.
USBank Payment Standards
Security Type Income Principal
Equities Payable Date
Municipal Bonds* Payable Date Payable Date
Corporate Bonds* Payable Date Payable Date
Federal Reserve Bank Book Entry* Payable Date Payable Date
PTC GNMA's (P&I) Payable Date + 1 Payable Date + 1
CMOs *
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
SBA Loan Certificates When Received When Received
Unit Investment Trust Certificates* Payable Date Payable Date
Certificates of Deposit* Payable Date + 1 Payable Date + 1
Limited Partnerships When Received When Received
Foreign Securities When Received When Received
*Variable Rate Securities
Federal Reserve Bank Book Entry Payable Date Payable Date
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
NOTE: If a payable date falls on a weekend or bank holiday, payment will be
made on the immediately following business day.
USBank Corporate Reorganization Standards
Type of Action Notification to Client Deadline for Client Instructions Transaction
to USBank Posting
Rights, Warrants, Later of 10 business days prior to 5 business days prior to expiration Upon receipt
and Optional Mergers expiration or receipt of notice
Mandatory Puts with Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Option to Retain expiration or receipt of notice
Class Actions 10 business days prior to expiration date 5 business days prior to expiration Upon receipt
Voluntary Tenders, Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Exchanges, expiration or receipt of notice
and Conversions
Mandatory Puts, Defaults, At posting of funds or securities received None Upon receipt
Liquidations, Bankruptcies,
Stock Splits, Mandatory
Exchanges
Full and Partial Calls Later of 10 business days prior to None Upon receipt
expiration or receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the above will be
sold.
EXHIBIT C
Fund Names
Each a Separate Series of
The Tocqueville Trust and The Tocqueville Alexis Trust
Name of Series Date Added
-------------- ----------
The Tocqueville Fund
The Tocqueville Small Cap Value Fund
The Tocqueville Gold Fund
The Tocqueville Genesis Fund
The Tocqueville Alexis Fund
Exhibit D
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DOMESTIC CUSTODY SERVICES
ANNUAL FEE SCHEDULE
Tocqueville Funds
(Effective for a period of three (3) years from date of the Agreement)
-------------------------------------------------------------------------------
Annual fee based upon market value of all Funds in the Tocqueville Funds
complex:
* 0.01% on first $2 Billion
* 0.005% of assets greater than $2 Billion
(Subject to $20,000 complex minimum for 5 Funds)
Portfolio Transaction Fees
--------------------------
$ 5.00 per disbursement (waived if U.S. Bancorp is Administrator)
$ 7.00 per US Bank repurchase agreement transaction
$ 6.00 per book entry security (depository or Federal Reserve system) and
non-US Bank repurchase agmt
$25.00 per portfolio transaction processed through our New York custodian
definitive security (physical)
$ 8.00 per principal paydown
$15.00 per option/future contract written, exercised or expired
$50.00 per Cedel/Euroclear transaction $15.00 per mutual fund trade
$15.00 per Fed Wire
$15.00 per margin variation Fed wire
$ 6.00 per short sale
$150.00 per segregated account per year
A transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
No charge for the initial conversion free receipt.
Overdrafts - charged to the account at prime interest rate plus 2.
Plus out-of-pocket expenses, and extraordinary expenses based upon complexity,
including items such as shipping fees or transfer fees.
Fees are billed monthly.
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