0001193125-09-167208 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 6th, 2009 • Tocqueville Trust

THIS AGREEMENT is made this 24th day of September, 2009, by and between The Tocqueville Trust, a Massachusetts business trust (the “Trust”), on behalf of its series The Delafield Fund (the “Fund”), and Tocqueville Asset Management L.P., a limited partnership (the “Investment Adviser”);

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FORM OF AMENDED AND RESTATED DISTRIBUTION AGREEMENT between THE TOCQUEVILLE TRUST and TOCQUEVILLE SECURITIES, L.P. (amended and restated as of September 24, 2009)
Distribution Agreement • August 6th, 2009 • Tocqueville Trust

WHEREAS, The Tocqueville Trust, a Massachusetts business trust (the “Trust”) and Tocqueville Securities, L.P. (the “Distributor”) had originally entered into this Distribution Agreement (the “Agreement”) on March 1, 1991, as amended on September 30, 2002 and September 30, 2003; and

AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
Agreement and Plan of Reorganization and Liquidation • August 6th, 2009 • Tocqueville Trust • Massachusetts

AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (the “Agreement”) dated this [ ] day of July, 2009, by and between Delafield Fund, Inc. (the “Acquired Fund”), a Maryland corporation, and The Delafield Fund, a series of The Tocqueville Trust (the “Acquiring Fund”), a Massachusetts business trust. Tocqueville Asset Management L.P. (“TAM”), a Delaware partnership, and Reich & Tang Asset Management, LLC (“RTAM”), a Delaware limited liability company, are parties to this Agreement with respect to Section 15(b) hereof only.

CUSTODY AGREEMENT
Custody Agreement • August 6th, 2009 • Tocqueville Trust • Ohio

THIS AGREEMENT is made and entered into as of this 13th day of March, 2008, by and between THE TOCQUEVILLE TRUST, a Massachusetts business trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio (the “Custodian”).

Form of AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 6th, 2009 • Tocqueville Trust

THIS AMENDMENT TO THE AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT (the “Agreement”) is made as of September 24, 2009, by and between The Tocqueville Trust, a Massachusetts business Trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

Form of AMENDMENT TO FUND SUB-ADMINISTRATION SERVICING AGREEMENT
Sub-Administration Servicing Agreement • August 6th, 2009 • Tocqueville Trust

THIS AMENDMENT TO THE FUND SUB-ADMINISTRATION SERVICING AGREEMENT (the “Agreement”) is made as of September 24, 2009, by and between Tocqueville Asset Management L.P., a limited partnership (“TAM”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

Form of AMENDMENT TO AMENDED AND RESTATED PROSPECT SERVICING AGREEMENT
Prospect Servicing Agreement • August 6th, 2009 • Tocqueville Trust

THIS AMENDMENT TO THE AMENDED AND RESTATED PROSPECT SERVICING AGREEMENT (the “Agreement”) is made as of September 24, 2009, by and between The Tocqueville Trust, a Massachusetts business Trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

Form of AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • August 6th, 2009 • Tocqueville Trust

THIS AMENDMENT TO THE ADMINISTRATION AGREEMENT (the “Agreement”) is made as of September 24, 2009, by and between The Tocqueville Trust, a Massachusetts business Trust (the “Trust”), on behalf of its series listed in Exhibit 1 (the “Funds”), and Tocqueville Asset Management L.P., a limited partnership (the “Administrator”).

Form of AMENDMENT TO AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 6th, 2009 • Tocqueville Trust

THIS AMENDMENT TO THE AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT (the “Agreement”) is made as of September 24, 2009, by and between The Tocqueville Trust, a Massachusetts business Trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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