FORM OF
ADMINISTRATION AGREEMENT FOR REGISTRANT
FORM OF
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of the ______ day of _______, 199_ by and
between The Tocqueville Trust, a Massachusetts business trust (the "Company"),
on behalf of its series listed in Exhibit 1 (the "Funds"), and Tocqueville Asset
Management L.P., a limited partnership (the "Administrator");
WITNESSETH:
WHEREAS, the Company is an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company wishes to retain the Administrator to provide
certain administrative services in connection with the management of the Funds'
operations and the Administrator is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints the Administrator to
provide certain administrative services, hereinafter enumerated, in connection
with the management of the Funds' operations for the period and on the terms set
forth in this Agreement. The Administrator accepts such appointment and agrees
to comply with all relevant provisions of the 1940 Act, applicable rules and
regulations thereunder, and other applicable law.
2. Services on a Continuing Basis. Subject to the overall supervision
of the Board of Trustees of the Company, the Administrator will perform the
following services on a regular basis which would be daily, weekly or as
otherwise appropriate:
A) perform the services in Exhibit 2 attached; and
B) such additional services as may be agreed upon by the Funds and the
Administrator.
3. Responsibility of the Administrator. The Administrator shall be
under no duty to take any action on behalf of the Funds except as set forth
herein or as may be agreed to by the Administrator in writing. In the
performance of its duties hereunder, the Administrator shall be obligated to
exercise reasonable care and diligence and to act in good faith and to use its
best efforts. Without limiting the generality of the foregoing or any other
provision of this Agreement, the Administrator shall not be liable for delays or
errors or loss of data occurring by reason of circumstances beyond the
Administrator's control.
4. Reliance Upon Instructions. The Company agrees that the
Administrator shall be entitled to rely upon any instructions, oral or written,
actually received by the Administrator from the Board of Trustees of the Company
and shall incur no liability to the Company in acting upon such oral or written
instructions, provided such instructions reasonably appear to have been received
from a person duly authorized by the Board of Trustees of the Company to give
oral or written instructions on behalf of the Funds.
5. Confidentiality. The Administrator agrees on behalf of itself and
its employees to treat confidentially all records and other information relative
to the Funds and all prior, present or potential shareholders of the Funds,
except after prior notification to, and approval of release of information in
writing by, the Funds, which approval shall not be unreasonably withheld where
the Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Funds.
6. Equipment Failures. In the event of equipment failures or the
occurrence of events beyond the Administrator's control which render the
performance of the Administrator's functions under this Agreement impossible,
the Administrator shall take reasonable steps to minimize service interruptions
and is authorized to engage the services of third parties (at the
Administrator's expense) to prevent or remedy such service interruptions.
7. Compensation. As compensation for services rendered by the
Administrator during the term of this agreement, each Fund will pay to the
Administrator an annual fee equal to .15% of its average daily net assets,
payable monthly by the fifth day of the next month.
8. Indemnification. Each Fund agrees to indemnify and hold harmless the
Administrator from all taxes, filing fees, charges, expenses, assessments,
claims and liabilities (including without limitation, liabilities arising under
the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act,
and any state and foreign securities laws, all as amended from time to time) and
expenses, including (without limitation) reasonable attorneys' fees and
disbursements, arising directly or indirectly from any action or thing which the
Administrator takes or does or omits to take or do at the request of or in
reliance upon the advice of the Board of Trustees of the Company, provided, that
the Administrator will not be indemnified against any liability to a Fund or to
shareholders of such Fund (or any expenses incident to such liability) arising
out of the Administrator's own willful misfeasance, bad faith, gross negligence
or reckless disregard of its duties and obligations under this Agreement. The
Administrator agrees to indemnify and hold harmless each of the Funds, the
Company, and each of its Trustees from all claims and liabilities (including,
without limitation, liabilities arising under the Securities Act of 1933, the
Securities Exchange Act of 1934, the 1940 Act, and any state and foreign
securities laws, all as amended from time to time) and expenses, including
(without limitation) reasonable attorneys' fees and disbursements, arising
directly or indirectly from any action or thing which the Administrator takes or
does or omits to take or do which is in violation of this Agreement or not in
accordance with instructions properly given to the Administrator,
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or arising out of the Administrator's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement. No Fund or other series of the Company shall be liable for any claim
against, or expense of, any other Fund or series of the Company.
9. Duration and Termination. This Agreement shall continue as to a Fund
until termination by the Fund (through the Board of Trustees of the Company) or
the Administrator on 30 days' written notice to the other. All notices and other
communications hereunder shall be in writing. This Agreement cannot be assigned
without the prior written consent of the other party hereto.
10. Amendments. This Agreement or any part hereof may be changed or
waived only by instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
11. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the services to be
performed hereunder, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in New York and governed by New
York law. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement will
not be affected thereby. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first written
above.
THE TOCQUEVILLE TRUST,
on behalf of it series listed in Exhibit 1
By: Attest:
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Title:
------------------
TOCQUEVILLE ASSET MANAGEMENT L.P.
By: Attest:
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Title:
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EXHIBIT 1
SERIES OF THE TOCQUEVILLE TRUST
The Tocqueville Gold Fund (as of June 29, 1998)
EXHIBIT 2
TOCQUEVILLE ASSET MANAGEMENT L.P. ("TAM")
ADMINISTRATIVE SERVICES
Pursuant to Section 2 of the Administration Agreement between TAM and The
Tocqueville Trust, TAM will perform the following services on a regular basis
which shall be daily, weekly or as otherwise appropriate:
1) prepare and coordinate reports and other materials to be supplied to
the Board of Trustees of the Funds;
2) prepare and/or supervise the preparation and filing with the
applicable regulatory authority of all securities filings (i.e., N-SARs, 24f-2
notices, etc.), periodic financial reports, prospectuses, statements of
additional information, marketing materials, tax returns, shareholder reports
and other regulatory reports and filings required of the Funds;
3) supervise and monitor the preparation of all required filings
necessary to maintain the Funds' qualification and/or registration to sell
shares in all states where the Funds currently do, or intend to do business;
4) coordinate the preparation, printing and mailing of all materials
(e.g., Annual Reports) required to be sent to shareholders;
5) coordinate the preparation and payment of Fund-related expenses;
6) monitor and oversee the activities of the Funds' servicing agents
(i.e., transfer agent, custodian, fund accountants, etc.);
7) review and adjust as necessary the Funds' daily expense accruals;
8) monitor daily, monthly and periodic compliance with respect to
Federal and State Securities Laws, Securities and Exchange Commission and NASD
Rules and prospectus guidelines and restrictions;
9) send periodic information (i.e., performance figures) to service
organizations that track investment company information; and
10) perform such additional services as may be agreed upon by the
Company and TAM.
