Exhibit h(7)
FUND ACCOUNTING SERVICING AGREEMENT
This contract between The Tocqueville Trust, a Massachusetts Business Trust,
hereinafter called the "Funds," and Firstar Trust Company, a Wisconsin
corporation, hereinafter called "FTC," is entered into on this twelfth day of
September, 1997.
WHEREAS, The Tocqueville Trust, is an open-ended management investment
company registered under the Investment Company Act of 1940; and
WHEREAS, Firstar Trust Company ("FTC") is in the business of providing,
among other things, mutual fund accounting services to investment companies;
NOW, THEREFORE, the parties do mutually promise and agree as follows:
1. Services. FTC agrees to provide the following mutual fund
accounting services to the Fund:
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date +1 basis
using security trade information communicated from the
investment manager on a timely basis.
(2) For each valuation date, obtain prices from a
pricing source approved by the Board of Trustees and apply those
prices to the portfolio positions. For those securities where
market quotations are not readily available, the Board of
Trustees shall approve, in good faith, the method for
determining the fair value for such securities.
(3) Identify interest and dividend accrual balances as
of each valuation date and calculate gross earnings on
investments for the accounting period.
(4) Determine gain/loss on security sales and identify
them as to short-short, short- or long-term status; account for
periodic distributions of gains or losses to shareholders and
maintain undistributed gain or loss balances as of each
valuation date.
B. Expense Accrual and Payment Services:
(1) For each valuation date, calculate the expense
accrual amounts as directed by the Funds as to methodology, rate
or dollar amount.
(2) Record payments for Fund expenses upon receipt of
written authorization from the Funds.
(3) Account for fund expenditures and maintain expense
accrual balances at the level of accounting detail, as agreed
upon by FTC and the Funds.
(4) Provide expense accrual and payment reporting.
C. Fund Valuation and Financial Reporting Services:
(1) Account for fund share purchases, sales, exchanges,
transfers, dividend reinvestments, and other fund share activity
as reported by the transfer agent on a timely basis.
(2) Apply equalization accounting as directed by the
Funds.
(3) Determine net investment income (earnings) for the
Funds as of each valuation date. Account for periodic
distributions of earnings to shareholders and maintain
undistributed net investment income balances as of each
valuation date.
(4) Maintain a general ledger for the Funds in the form
as agreed upon.
(5) For each day the Funds are open as defined in the
prospectus, determine the net asset value according to the
accounting policies and procedures set forth in the prospectus.
(6) Calculate per share net asset value, per share net
earnings, and other per share amounts reflective of fund
operation at such time as required by the nature and
characteristics of the Funds.
(7) Communicate, at an agreed upon time, the per share
price for each valuation date to parties as agreed upon from
time to time.
(8) Prepare monthly reports which document the adequacy
of accounting detail to support month-end ledger balances.
D. Tax Accounting Services:
(1) Maintain accounting records for the investment
portfolios of the Funds to support the tax reporting required
for IRS-defined regulated investment companies.
(2) Maintain tax lot detail for the investment
portfolios.
(3) Calculate taxable gain/loss on security sales using
the tax lot relief method designated by the Funds.
(4) Provide the necessary financial information to
support the taxable components of income and capital gains
distributions to the transfer agent to support tax reporting to
the shareholders.
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E. Compliance Control Services:
(1) Support reporting to regulatory bodies and support
financial statement preparation by making the fund accounting
records available to The Tocqueville Trust, the Securities and
Exchange Commission, and the outside auditors.
(2) Maintain accounting records according to the
Investment Company Act of 1940 and regulations provided
thereunder.
2. Pricing of Securities. For each valuation date, obtain prices
from a pricing source selected by FTC but approved by the Funds' Board and apply
those prices to the portfolios positions. For those securities where market
quotations are not readily available, the Funds' Board shall approve, in good
faith, the method for determining the fair value for such securities.
If the Funds desire to provide a price which varies from the
pricing source, the Funds shall promptly notify and supply FTC with the
valuation of any such security on each valuation date. All pricing changes made
by the Funds will be in writing and must specifically identify the securities to
be changed by CUSIP, name of security, new price or rate to be applied, and, if
applicable, the time period for which the new prices are effective.
3. Changes in Accounting Procedures. Any resolution passed by the
Board of Trustees that affects accounting practices and procedures under this
agreement shall be effective upon written receipt and acceptance by the FTC.
4. Changes in Equipment, Systems, Service, Etc. FTC reserves the
right to make changes from time to time, as it deems advisable, relating to its
services, systems, programs, rules, operating schedules and equipment, so long
as such changes do not adversely affect the service provided to the Funds under
this Agreement.
5. Compensation. FTC shall be compensated for providing the
services set forth in this Agreement in accordance with the Fee Schedule
attached hereto as Exhibit A and as mutually agreed upon and amended from time
to time. Firstar's conversion agreement outlines Tocqueville's consent to
reimburse any unpaid Fundamental invoices prior to the Fundamental shareholder
proxy tabulation including but not limited to running systems parallels.
6. Performance of Service.
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 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, the Funds shall indemnify and hold
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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, 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.
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 the Fund 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 the Funds may be asked to indemnify or hold FTC
harmless, the Funds 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 the Funds promptly concerning any situation which
presents or appears likely to present the probability of such a
claim for indemnification against the Funds. The Funds shall
have the option to defend FTC against any claim which may be the
subject of this indemnification. In the event that the Funds so
elect, it will so notify FTC and thereupon the Funds 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 the Funds will be asked to indemnify FTC except with the
Funds' prior written consent.
C. FTC shall indemnify and hold 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 the Fund by any person arising out
of any action taken or omitted to be taken by FTC as a result of
FTC's refusal or
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failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct.
7. 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 the Funds 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 the Funds and will be preserved, maintained, and made available
with such section and rules of the Investment Company Act and will be promptly
surrendered to the Funds on and in accordance with its request.
8. Confidentiality. FTC shall handle in confidence all information
relating to the Funds' business, which is received by FTC during the course of
rendering any service hereunder.
9. Data Necessary to Perform Services. 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.
10. Notification of Error. The Funds will notify FTC of any
balancing or control error caused by FTC within three (3) business days after
receipt of any reports rendered by FTC to the Funds, or within three (3)
business days after discovery of any error or omission not covered in the
balancing or control procedure, or within three (3) business days of receiving
notice from any shareholder.
11. Additional Series. In the event that The Tocqueville Trust
establishes one or more series of shares with respect to which it desires to
have FTC render accounting 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 portfolios
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.
12. Term of Agreement. This 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. However, this
Agreement may be replaced or modified by a subsequent agreement between the
parties.
13. 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 The Tocqueville Trust by written
notice to FTC, FTC will promptly, upon such termination and at the expense of
The Tocqueville Trust, 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 The Tocqueville Trust (if such form
differs from the form in which FTC has maintained the same. The Tocqueville
Trust shall pay any expenses associated with
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transferring the same 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.
14. 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 000
Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 and notice to the Funds shall
be sent to Tocqueville Asset Management L.P. located at 0000 Xxxxxxxx, Xxx Xxxx,
X.X. 00000.
15. Choice of Law. This Agreement shall be construed in accordance
with the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the due execution hereof on the date first above
written.
Tocqueville Asset Management, L.P. Firstar Trust Company
By: /s/ Xxxxxx Xxxxx By: /s/ Xxx X. Xxxxxxx
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Print: Xxxxxx Xxxxx Print: Xxx X. Xxxxxxx
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Title: Principal Financial Officer Title: Senior Vice President
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Date: September 22, 1997 Date: September 25, 1997
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Attest:/s/ W.A. Frolich Attest: /s/ Xxxx X. Zen
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THE TOCQUEVILLE TRUST
AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
THIS AMENDMENT dated as of January 1, 2002 to the Fund Accounting Servicing
Agreement dated as of September 12, 1997, by and between The Tocqueville Trust,
a Massachusetts business trust, and Firstar Mutual Fund Services, LLC, a
Wisconsin limited liability company, shall be as follows:
Effective January 1, 2002, the name Firstar Mutual Fund Services, LLC has
been chanced to U.S. Bancorp Fund Services, LLC. Accordingly, all references to
Firstar Mutual Fund Services, LLC in this Agreement should be replaced with U.S.
Bancorp Fund Services, LLC. Similarly, any references to Firstar Bank, N.A.
should be replaced with U.S. Bank, N.A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts as of the day
and year first written above.
THE TOCQUEVILLE TRUST U.S. BANCORP FUND SERVICES, LLC
By:_______________________________ By:_______________________________
