Exhibit (g)(1)
AMENDED AND RESTATED CUSTODY AGREEMENT
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THIS AGREEMENT is made and entered into as of this 12th day of January,
2005, by and between The Tocqueville Trust, a Massachusetts business trust and
The Tocqueville Alexis Trust, a Delaware statutory trust, severally and not
jointly (each a "Trust" and together, the "Tocqueville Funds") and U.S. Bank
National Association, a national banking association (the "Custodian").
WHEREAS, the parties desire to add The Tocqueville Alexis Trust to the
Custody Agreement by and between The Tocqueville Trust and the Custodian, dated
September 12, 1997;
WHEREAS, The Tocqueville Trust, on behalf of The Tocqueville Gold Fund,
and USBFS have entered into a Custodian Agreement, dated June 16, 1998,
(together with the Custodian Agreement dated September 12, 1997, the "Prior
Agreements") and desire to consolidate the Prior Agreements;
WHEREAS, this Agreement amends and restates the Prior Agreements;
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
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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
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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
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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 any entity with who the Custodian has
entered into a sub-custodial agreement to perform custodial
services.
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
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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 Alexis Trust :
(a) A copy of the Declarations of Trust certified by the
Secretary;
(b) A copy of the Bylaws of The Tocqueville Alexis Trust
certified by the Secretary;
(c) A copy of the resolution of the Boards of Trustees of The
Tocqueville Alexis Trust appointing the Custodian, certified
by the Secretary;
(d) A copy of the then current Prospectus of each Fund; and
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(e) A certification of the Chairman and Secretary of The
Tocqueville Alexis Trust setting forth the names and
signatures of the current Officers of The Tocqueville Alexis
Trust and other Authorized Persons.
2.3 Notice of Appointment of Dividend and Transfer Agent. The
Tocqueville Funds agree 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
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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.
(c) 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.
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(d) 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.
(e) 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.
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(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.
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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
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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;
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(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;
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(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
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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. The books and records of Custodian pertaining to its
actions under this Agreement shall be open to inspection and
audit at reasonable times by officers of and auditors employed
by the Tocqueville Funds
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 or in circumstances beyond the Tocqueville
Funds control, within a reasonable time after receipt by the
Tocqueville Funds. The Tocqueville Funds will provide or cause
to be provided to the Custodian all relevant information for any
Security which has unique
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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.
12
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 written 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 written 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
13
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 and Securities and
Exchange Commission guidelines 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 other types of leveraged 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 except to the extent of any
obligations the Custodian has pursuant to this Agreement.
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
14
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. Each Tocqueville Fund
shall indemnify and hold harmless, severally and not jointly,
the 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
15
the Tocqueville Funds, or (ii) upon Proper Instructions, or (c)
generally, from the performance of its obligations under this
Agreement provided that the Custodian shall not be indemnified
and held harmless from and against any such loss, damage, cost,
expense, liability or claim arising from the 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 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 therefore.
ARTICLE IX
EFFECTIVE PERIOD; TERMINATION
-----------------------------
9.1 Effective Period. This Agreement shall become effective on
February 28, 2005 and shall continue in full force and effect
until terminated as hereinafter provided.
9.2 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, except to the extent
certain provisions survive termination of the Agreement. The
Tocqueville Funds may at any time immediately terminate this
Agreement in the
16
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. The termination of this
Agreement with respect to any one Trust will not cause the
Agreement's termination with respect to any other Trust.
9.3 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, except to the
extent certain provisions survive termination of the Agreement.
ARTICLE X
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. Notwithstanding anything to the contrary, amounts
owed by the Tocqueville Funds to Custodian shall only be paid out of the assets
and property of the particular Fund involved.
ARTICLE XI
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.
17
ARTICLE XII
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
00 Xxxx 00xx Xxxxxx - 19th Floor
New York, New York 10019
Attention: President
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 XIII
MISCELLANEOUS
-------------
13.1 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio.
13.2 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.
13.3 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
18
right, and the remedies provided herein are cumulative and not
exclusive of any remedies provided at law or in equity.
13.4 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.
13.5 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.
13.6 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.
13.7 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.
13.8 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.
13.9 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.
13.10 Several, Not Joint Obligations. The obligations of each Trust
hereunder are several, not joint, and no Trust shall be liable
or responsible for the obligations of another Trust under this
Agreement.
13.11 Confidentiality. Custodian agrees on behalf of itself and its
directors, officers, and employees to treat confidentially and
as proprietary information of the Tocqueville Funds all records
and other information relative to the Tocqueville Funds and
prior, present, or potential shareholders of the Tocqueville
Funds (and clients of said shareholders), including information
relating to the Funds' portfolio holdings and not to use such
records and information for any purpose other than the
performance of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by the
Tocqueville Funds, which approval shall not be unreasonably
withheld and may not be withheld where Custodian 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 Tocqueville Funds. The
Custodian may not, and shall ensure that all employees with
access to portfolio holdings information do not place any trades
based on such information.
19
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. BANCORP FUND SERVICES, LLC
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxx X. Xxxxxxx
--------------------------- ---------------------------
Title: President Title: Senior Vice President
------------------------ -------------------------
THE TOCQUEVILLE TRUST
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
---------------------------
Title: President
------------------------
20
EXHIBIT A
---------
AUTHORIZED PERSONS
------------------
Set forth below are the names and specimen signatures of the persons
authorized by The Tocqueville Trust to administer the Fund Custody Accounts.
Authorized Persons Specimen Signatures
------------------ -------------------
President: /s/ Xxxxxx X. Xxxxxxxxxxxx
-----------------------------------
Secretary: /s/ Xxxxx X. Xxxxx
-----------------------------------
Treasurer: /s/ Xxxxx X. Xxxxx
-----------------------------------
Vice President:
-----------------------------------
Adviser Employees:
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
Transfer Agent/Fund Accountant Employees:
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
21
EXHIBIT A (continued)
---------------------
AUTHORIZED PERSONS
------------------
Set forth below are the names and specimen signatures of the persons
authorized by The Tocqueville Alexis Trust to administer the Fund Custody
Accounts.
Authorized Persons Specimen Signatures
------------------ -------------------
President: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Secretary: /s/ Xxxxx X. Xxxxx
-----------------------------------
Treasurer: /s/ Xxxxx X. Xxxxx
-----------------------------------
Vice President: /s/ Xxxxxx X. Xxxxxxxxxxxx
-----------------------------------
Adviser Employees:
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
Transfer Agent/Fund Accountant Employees:
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
22
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.
23
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 (Repurchase 1:00 P.M. on Settlement Date Federal Reserve Bank of Cleveland
Agreement Collateral Only) for Firstar Bank, N.A. ABA# 000000000
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 P.M. on One Wall Street- 3rd Floor - Window A
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#
042000013
Credit Account #112950027
Account of Firstar Trust Services
Further Credit to ___________
Account # _______________
* All times listed are Eastern Standard Time.
24
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.
25
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 5 business days prior to expiration Upon receipt
expiration date
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 None Upon receipt
Liquidations, Bankruptcies, received
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.
26
EXHIBIT C
Fund Names
Each a Separate Series of
The Tocqueville Trust or The Tocqueville Alexis Trust
Name of Series Date Added
-------------- ----------
The Tocqueville Trust
---------------------
The Tocqueville Fund
The Tocqueville Small Cap Value Fund
The Tocqueville Gold Fund
The Tocqueville Genesis Fund
The Tocqueville Alexis Trust
----------------------------
The Tocqueville Alexis Fund
Exhibit D
--------------------------------------------------------------------------------
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:
--------------------------------------------------------------------------------
o 0.01% on first $2 Billion
o 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.
--------------------------------------------------------------------------------
