-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M/FNxa3KGWD6dXwVIzOeY0+PyDEd60huqszSNtbj6PpG/aLF5zK3tukgOPZQ9hI6 QLGbwgeg5zxyrHeKLkXN4g== 0000894189-98-000181.txt : 19980904 0000894189-98-000181.hdr.sgml : 19980904 ACCESSION NUMBER: 0000894189-98-000181 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980903 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUNDAMENTAL FIXED INCOME FUND CENTRAL INDEX KEY: 0000811668 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133644930 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: SEC FILE NUMBER: 811-05063 FILM NUMBER: 98703759 BUSINESS ADDRESS: STREET 1: 90 WASHINGTON ST - 19TH FL CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2126353005 MAIL ADDRESS: STREET 1: 90 WASHINGTON ST STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: FUNDAMENTAL PORTFOLIO ADVISORS FIXED INCOME FUND DATE OF NAME CHANGE: 19870715 NSAR-A 1 N-SAR (3.0) PAGE 1 000 A000000 06/30/98 000 C000000 0000811668 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 3.0 000 J000000 A 001 A000000 FUNDAMENTAL FIXED INCOME FUND 001 B000000 811-5063 001 C000000 2126980800 002 A000000 1675 BROADWAY 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10019 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 3 007 C010100 1 007 C020100 TAX FREE MONEY MARKET SERIES 007 C030100 N 007 C010200 2 007 C020200 HIGH YIELD MUNICIPAL BOND SERIES 007 C030200 N 007 C010300 3 007 C020300 US GOVERNMENT STRATEGIC INCOME FUND 007 C030300 N 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 011 A00AA01 TOCQUEVILLE SECURITIES L.P. 011 B00AA01 8-42223 011 C01AA01 NEW YORK 011 C02AA01 NY 011 C03AA01 10019 012 A00AA01 FIRSTAR TRUST COMPANY 012 B00AA01 85-00410 012 C01AA01 MILWAUKEE 012 C02AA01 WI 012 C03AA01 53202 013 A00AA01 MCGLADREY & PULLEN 013 B01AA01 NEW YORK 013 B02AA01 NY PAGE 2 013 B03AA01 10017 013 B04AA01 2416 014 A00AA01 TOCQUEVILLE SECURITIES L.P. 014 B00AA01 8-42223 015 A00AA01 FIRSTAR TRUST COMPANY 015 B00AA01 C 015 C01AA01 MILWAUKEE 015 C02AA01 WI 015 C03AA01 53202 015 E01AA01 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 3 019 C00AA00 FUNDAMENTL 020 C000001 0 020 C000002 0 020 C000003 0 020 C000004 0 020 C000005 0 020 C000006 0 020 C000007 0 020 C000008 0 020 C000009 0 020 C000010 0 021 000000 0 022 A000001 MORGAN STANLEY 022 C000001 150625 022 D000001 153375 022 A000002 NUVEEN 022 C000002 119990 022 D000002 126190 022 A000003 MERRILL LYNCH 022 C000003 105950 022 D000003 106360 022 A000004 CITICORP 022 C000004 78300 022 D000004 92550 022 A000005 PAINE WEBBER 022 C000005 81590 022 D000005 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G00AA00 N 054 H00AA00 Y 054 I00AA00 N 054 J00AA00 Y 054 K00AA00 N 054 L00AA00 N 054 M00AA00 Y 054 N00AA00 N 054 O00AA00 N 077 A000000 Y 077 B000000 N 077 C000000 N 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 N 078 000000 N 080 C00AA00 0 081 B00AA00 0 082 B00AA00 0 083 B00AA00 0 084 B00AA00 0 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 008 A000101 TOCQUEVILLE ASSET MANAGEMENT L.P. 008 B000101 A 008 C000101 801-36209 008 D010101 NEW YORK PAGE 5 008 D020101 NY 008 D030101 10019 010 A000101 FIRSTAR TRUST COMPANY 010 B000101 85-00410 010 C010101 MILWAUKEE 010 C020101 WI 010 C030101 53202 028 A010100 104123 028 A020100 0 028 A030100 0 028 A040100 89088 028 B010100 235764 028 B020100 9 028 B030100 0 028 B040100 253021 028 C010100 257834 028 C020100 9 028 C030100 0 028 C040100 188892 028 D010100 247504 028 D020100 4 028 D030100 0 028 D040100 247454 028 E010100 168973 028 E020100 5 028 E030100 0 028 E040100 231438 028 F010100 25450 028 F020100 10 028 F030100 0 028 F040100 39889 028 G010100 1039648 028 G020100 37 028 G030100 0 028 G040100 1049782 028 H000100 0 042 A000100 0 042 B000100 1 042 C000100 0 042 D000100 99 042 E000100 0 042 F000100 0 042 G000100 0 042 H000100 0 043 000100 90 044 000100 0 045 000100 Y 046 000100 Y 047 000100 Y 048 000100 0.000 048 A010100 100000 PAGE 6 048 A020100 0.500 048 B010100 100000 048 B020100 0.480 048 C010100 100000 048 C020100 0.460 048 D010100 100000 048 D020100 0.440 048 E010100 100000 048 E020100 0.420 048 F010100 0 048 F020100 0.000 048 G010100 0 048 G020100 0.000 048 H010100 0 048 H020100 0.000 048 I010100 0 048 I020100 0.000 048 J010100 0 048 J020100 0.000 048 K010100 500000 048 K020100 0.400 055 A000100 Y 055 B000100 N 056 000100 Y 057 000100 N 058 A000100 N 059 000100 Y 060 A000100 N 060 B000100 N 061 000100 1000 062 A000100 Y 062 B000100 0.0 062 C000100 0.0 062 D000100 0.0 062 E000100 100.3 062 F000100 0.0 062 G000100 0.0 062 H000100 0.0 062 I000100 0.0 062 J000100 0.0 062 K000100 0.0 062 L000100 0.0 062 M000100 0.0 062 N000100 0.0 062 O000100 0.0 062 P000100 0.0 062 Q000100 0.0 062 R000100 0.0 063 A000100 6 063 B000100 0.0 064 A000100 Y PAGE 7 064 B000100 N 066 A000100 N 067 000100 N 068 A000100 N 068 B000100 N 069 000100 N 070 A010100 Y 070 A020100 N 070 B010100 N 070 B020100 N 070 C010100 N 070 C020100 N 070 D010100 N 070 D020100 N 070 E010100 N 070 E020100 N 070 F010100 N 070 F020100 N 070 G010100 N 070 G020100 N 070 H010100 N 070 H020100 N 070 I010100 N 070 I020100 N 070 J010100 Y 070 J020100 N 070 K010100 Y 070 K020100 N 070 L010100 N 070 L020100 N 070 M010100 N 070 M020100 N 070 N010100 Y 070 N020100 N 070 O010100 Y 070 O020100 N 070 P010100 N 070 P020100 N 070 Q010100 N 070 Q020100 N 070 R010100 N 070 R020100 N 071 A000100 0 071 B000100 0 071 C000100 0 071 D000100 0 072 A000100 6 072 B000100 623 072 C000100 0 072 D000100 0 072 E000100 0 PAGE 8 072 F000100 92 072 G000100 23 072 H000100 0 072 I000100 44 072 J000100 12 072 K000100 0 072 L000100 3 072 M000100 12 072 N000100 0 072 O000100 0 072 P000100 0 072 Q000100 20 072 R000100 2 072 S000100 10 072 T000100 90 072 U000100 0 072 V000100 0 072 W000100 7 072 X000100 315 072 Y000100 3 072 Z000100 312 072AA000100 0 072BB000100 0 072CC010100 0 072CC020100 0 072DD010100 312 072DD020100 0 072EE000100 0 073 A010100 0.0220 073 A020100 0.0000 073 B000100 0.0000 073 C000100 0.0000 074 A000100 0 074 B000100 0 074 C000100 12050 074 D000100 0 074 E000100 0 074 F000100 0 074 G000100 0 074 H000100 0 074 I000100 0 074 J000100 0 074 K000100 0 074 L000100 230 074 M000100 0 074 N000100 12280 074 O000100 0 074 P000100 10 074 Q000100 0 074 R010100 0 074 R020100 0 PAGE 9 074 R030100 0 074 R040100 9104 074 S000100 0 074 T000100 3166 074 U010100 3172 074 U020100 0 074 V010100 1.00 074 V020100 0.00 074 W000100 0.9999 074 X000100 347 074 Y000100 0 075 A000100 37281 075 B000100 0 076 000100 0.00 008 A000201 TOCQUEVILLE ASSET MANAGEMENT L.P. 008 B000201 A 008 C000201 801-36209 008 D010201 NEW YORK 008 D020201 NY 008 D030201 10019 010 A000201 FIRSTAR TRUST COMPANY 010 B000201 85-00410 010 C010201 MILWAUKEE 010 C020201 WI 010 C030201 53202 028 A010200 1409 028 A020200 0 028 A030200 0 028 A040200 1188 028 B010200 2025 028 B020200 6 028 B030200 0 028 B040200 2686 028 C010200 752 028 C020200 9 028 C030200 0 028 C040200 736 028 D010200 2066 028 D020200 4 028 D030200 0 028 D040200 2077 028 E010200 2056 028 E020200 4 028 E030200 0 028 E040200 1367 028 F010200 27 028 F020200 3 028 F030200 0 028 F040200 222 028 G010200 8335 028 G020200 26 PAGE 10 028 G030200 0 028 G040200 8276 028 H000200 0 042 A000200 0 042 B000200 0 042 C000200 0 042 D000200 100 042 E000200 0 042 F000200 0 042 G000200 0 042 H000200 0 043 000200 5 044 000200 0 045 000200 Y 046 000200 Y 047 000200 Y 048 000200 0.000 048 A010200 100000 048 A020200 0.800 048 B010200 100000 048 B020200 0.780 048 C010200 100000 048 C020200 0.760 048 D010200 100000 048 D020200 0.740 048 E010200 100000 048 E020200 0.720 048 F010200 0 048 F020200 0.000 048 G010200 0 048 G020200 0.000 048 H010200 0 048 H020200 0.000 048 I010200 0 048 I020200 0.000 048 J010200 0 048 J020200 0.000 048 K010200 500000 048 K020200 0.700 055 A000200 Y 055 B000200 N 056 000200 Y 057 000200 N 058 A000200 N 059 000200 Y 060 A000200 N 060 B000200 N 061 000200 1000 062 A000200 Y 062 B000200 0.0 062 C000200 0.0 PAGE 11 062 D000200 0.0 062 E000200 12.9 062 F000200 0.0 062 G000200 0.0 062 H000200 0.0 062 I000200 0.0 062 J000200 0.0 062 K000200 0.0 062 L000200 0.0 062 M000200 0.0 062 N000200 0.0 062 O000200 91.4 062 P000200 0.0 062 Q000200 0.0 062 R000200 0.0 063 A000200 0 063 B000200 5.3 064 A000200 Y 064 B000200 Y 065 000200 N 066 A000200 N 067 000200 N 068 A000200 N 068 B000200 N 069 000200 N 070 A010200 Y 070 A020200 N 070 B010200 N 070 B020200 N 070 C010200 Y 070 C020200 N 070 D010200 N 070 D020200 N 070 E010200 Y 070 E020200 N 070 F010200 N 070 F020200 N 070 G010200 Y 070 G020200 N 070 H010200 N 070 H020200 N 070 I010200 N 070 I020200 N 070 J010200 Y 070 J020200 N 070 K010200 Y 070 K020200 N 070 L010200 N 070 L020200 N 070 M010200 N 070 M020200 N PAGE 12 070 N010200 Y 070 N020200 N 070 O010200 Y 070 O020200 N 070 P010200 N 070 P020200 N 070 Q010200 N 070 Q020200 N 070 R010200 N 070 R020200 N 071 A000200 200 071 B000200 910 071 C000200 2485 071 D000200 8 072 A000200 6 072 B000200 86 072 C000200 0 072 D000200 0 072 E000200 0 072 F000200 9 072 G000200 1 072 H000200 0 072 I000200 5 072 J000200 2 072 K000200 0 072 L000200 12 072 M000200 0 072 N000200 0 072 O000200 0 072 P000200 0 072 Q000200 4 072 R000200 2 072 S000200 2 072 T000200 5 072 U000200 0 072 V000200 0 072 W000200 3 072 X000200 45 072 Y000200 0 072 Z000200 41 072AA000200 28 072BB000200 17 072CC010200 0 072CC020200 37 072DD010200 42 072DD020200 0 072EE000200 0 073 A010200 0.1500 073 A020200 0.0000 073 B000200 0.0000 073 C000200 0.0000 PAGE 13 074 A000200 0 074 B000200 0 074 C000200 300 074 D000200 2114 074 E000200 0 074 F000200 0 074 G000200 0 074 H000200 0 074 I000200 0 074 J000200 0 074 K000200 0 074 L000200 47 074 M000200 0 074 N000200 2461 074 O000200 0 074 P000200 9 074 Q000200 0 074 R010200 0 074 R020200 0 074 R030200 0 074 R040200 138 074 S000200 0 074 T000200 2314 074 U010200 315 074 U020200 0 074 V010200 7.34 074 V020200 0.00 074 W000200 0.0000 074 X000200 170 074 Y000200 0 075 A000200 0 075 B000200 2201 076 000200 0.00 008 A000301 TOCQUEVILLE ASSET MANAGEMENT L.P. 008 B000301 A 008 C000301 801-36209 008 D010301 NEW YORK 008 D020301 NY 008 D030301 10019 010 A000301 FIRSTAR TRUST COMPANY 010 B000301 85-00410 010 C010301 MILWAUKEE 010 C020301 WI 010 C030301 53202 028 A010300 71 028 A020300 0 028 A030300 0 028 A040300 233 028 B010300 54 028 B020300 51 028 B030300 0 PAGE 14 028 B040300 194 028 C010300 27 028 C020300 45 028 C030300 0 028 C040300 164 028 D010300 60 028 D020300 49 028 D030300 0 028 D040300 298 028 E010300 53 028 E020300 42 028 E030300 0 028 E040300 225 028 F010300 37 028 F020300 43 028 F030300 0 028 F040300 515 028 G010300 302 028 G020300 230 028 G030300 0 028 G040300 1629 028 H000300 0 042 A000300 0 042 B000300 0 042 C000300 0 042 D000300 100 042 E000300 0 042 F000300 0 042 G000300 0 042 H000300 0 043 000300 10 044 000300 0 045 000300 Y 046 000300 Y 047 000300 Y 048 000300 0.000 048 A010300 500000 048 A020300 0.750 048 B010300 500000 048 B020300 0.725 048 C010300 0 048 C020300 0.000 048 D010300 0 048 D020300 0.000 048 E010300 0 048 E020300 0.000 048 F010300 0 048 F020300 0.000 048 G010300 0 048 G020300 0.000 048 H010300 0 PAGE 15 048 H020300 0.000 048 I010300 0 048 I020300 0.000 048 J010300 0 048 J020300 0.000 048 K010300 1000000 048 K020300 0.700 055 A000300 Y 055 B000300 N 056 000300 Y 057 000300 N 058 A000300 N 059 000300 Y 060 A000300 N 060 B000300 N 061 000300 2500 062 A000300 Y 062 B000300 41.4 062 C000300 0.0 062 D000300 0.0 062 E000300 0.0 062 F000300 0.0 062 G000300 0.0 062 H000300 0.0 062 I000300 0.0 062 J000300 0.0 062 K000300 0.0 062 L000300 0.0 062 M000300 54.4 062 N000300 0.0 062 O000300 0.0 062 P000300 0.0 062 Q000300 0.0 062 R000300 0.0 063 A000300 0 063 B000300 2.9 064 A000300 Y 064 B000300 N 066 A000300 N 067 000300 N 068 A000300 N 068 B000300 N 069 000300 N 070 A010300 Y 070 A020300 Y 070 B010300 N 070 B020300 N 070 C010300 Y 070 C020300 Y 070 D010300 N 070 D020300 N PAGE 16 070 E010300 Y 070 E020300 Y 070 F010300 N 070 F020300 N 070 G010300 Y 070 G020300 Y 070 H010300 N 070 H020300 N 070 I010300 N 070 I020300 N 070 J010300 Y 070 J020300 N 070 K010300 N 070 K020300 N 070 L010300 N 070 L020300 N 070 M010300 N 070 M020300 N 070 N010300 Y 070 N020300 N 070 O010300 Y 070 O020300 N 070 P010300 N 070 P020300 N 070 Q010300 N 070 Q020300 N 070 R010300 N 070 R020300 N 071 A000300 8 071 B000300 12043 071 C000300 12341 071 D000300 0 072 A000300 6 072 B000300 495 072 C000300 0 072 D000300 0 072 E000300 0 072 F000300 35 072 G000300 5 072 H000300 0 072 I000300 17 072 J000300 6 072 K000300 0 072 L000300 15 072 M000300 1 072 N000300 0 072 O000300 0 072 P000300 1 072 Q000300 5 072 R000300 11 072 S000300 63 PAGE 17 072 T000300 10 072 U000300 0 072 V000300 0 072 W000300 4 072 X000300 173 072 Y000300 0 072 Z000300 322 072AA000300 1294 072BB000300 408 072CC010300 0 072CC020300 1629 072DD010300 322 072DD020300 0 072EE000300 0 073 A010300 0.0500 073 A020300 0.0000 073 B000300 0.0000 073 C000300 0.0000 074 A000300 397 074 B000300 0 074 C000300 3392 074 D000300 4459 074 E000300 0 074 F000300 0 074 G000300 0 074 H000300 0 074 I000300 0 074 J000300 0 074 K000300 0 074 L000300 15 074 M000300 0 074 N000300 8263 074 O000300 0 074 P000300 11 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 074 R040300 63 074 S000300 0 074 T000300 8189 074 U010300 6312 074 U020300 0 074 V010300 1.30 074 V020300 0.00 074 W000300 0.0000 074 X000300 756 074 Y000300 0 075 A000300 0 075 B000300 9465 076 000300 0.00 PAGE 18 SIGNATURE KIERAN LYONS TITLE VICE PRESIDENT EX-27 2
6 0000811668 FUNDAMENTAL FIXED INCOME FUND 1 TAX FREE MONEY MARKET SERIES 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 12050 12050 230 0 0 12280 0 0 9114 9114 0 3166 3172 13270 0 0 0 0 0 3166 0 623 0 (311) 312 0 0 (312) 0 312 0 0 1040 (1050) 36 10097 0 0 0 0 92 0 315 37281 1.00 0.022 0 0 (0.022) 0 1.00 1.69 0 0
EX-27 3
6 0000811668 FUNDAMENTAL FIXED INCOME FUND 2 HIGH YIELD MUNI BOND SERIES 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 2359 2414 47 0 0 2461 0 0 147 147 0 2406 315 299 0 0 (147) 0 55 2314 0 86 0 (45) 41 11 (37) 15 0 (42) 0 0 1121 (1109) 4 59 0 (159) 0 0 9 0 44 2201 7.53 0.15 (0.19) (0.15) 0 0 7.34 4.10 0 0
EX-27 4
6 0000811668 FUNDAMENTAL FIXED INCOME FUND 3 US GOVERNMENT STRATEGIC INCOME FUND 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 7576 7851 412 0 0 8263 0 0 74 74 0 24862 6312 7117 0 0 (16948) 0 275 8189 0 495 0 (173) 322 886 (1629) (421) 0 (322) 0 0 217 (1187) 165 (1841) 0 (17834) 0 0 35 1 173 9466 1.41 0.05 (0.11) (0.05) 0 0 1.30 3.66 0 0
EX-99 5 INVESTMENT ADVISORY AGREEMENT THIS AGREEMENT is made as of this 1st day of June, 1998 by and between FUNDAMENTAL FIXED-INCOME FUND, a Massachusetts business trust, on behalf of one of its series, the TAX-FREE MONEY MARKET SERIES (the "Fund") and TOCQUEVILLE ASSET MANAGEMENT L.P., a limited partnership (the "Interim Investment Adviser"); W I T N E S S E T H WHEREAS, the Fund is registered as an open-end, diversified management investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations promulgated thereunder; and WHEREAS, the Interim Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and engages in the business of acting as an investment adviser; and WHEREAS, the Fund and the Interim Investment Adviser desire to enter into an agreement to provide for the management of the assets of the Fund on an interim basis on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows: 1. Management. The Interim Investment Adviser shall act as interim investment adviser for the Fund for a period of up to, but not exceeding, 120 days from June 1, 1998, and shall, in such capacity, supervise the investment and reinvestment of the cash, securities or other properties comprising the Fund's assets, subject at all times to the policies and control of the Fund's Board of Trustees. The Interim Investment Adviser shall give the Fund the benefit of its best judgment, efforts and facilities in rendering its services as investment adviser. 2. Duties of Interim Investment Adviser. In carrying out its obligation under paragraph 1 hereof, the Interim Investment Adviser shall, subject at all times to the policies and control of the Fund's Board of Trustees: (a) supervise and manage all aspects of the Fund's operations; (b) provide the Fund or obtain for it, and thereafter supervise, such executive, administrative, clerical and shareholder servicing services as are deemed advisable by the Fund's Board of Trustees; (c) arrange, but not pay for, the periodic updating of prospectuses and supplements thereto, proxy material, tax returns, reports to the Fund's shareholders and reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; (d) provide the Fund with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items for the Fund's principal office; (e) provide the Board of Trustees of the Fund on a regular basis with Financial reports and analyses on the Fund's operations and the operations of comparable investment companies; (f) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Fund, and whether concerning the individual issuers whose securities are included in the Fund or the activities in which they engage, or with respect to securities which the Investment Adviser considers desirable for inclusion in the Fund; (g) determine what issuers and securities shall be represented in the Fund's portfolio and regularly report them to the Board of Trustees of the Fund; (h) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustees of the Fund; and (i) take, on behalf of the Fund, all actions which appear to the Fund necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including the placing of orders for the purchase and sale of portfolio securities. 3. Broker-Dealer Relationships. The Interim Investment Adviser is responsible for decisions to buy and sell securities for the Fund, broker-dealer selection, and negotiation of brokerage commission rates. The Interim Investment Adviser's primary consideration in effecting a security transaction will be execution at a price that is reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions, including similar securities being purchased or sold on a securities exchange during a comparable period of time. In selecting a broker-dealer to execute each particular transaction, the Interim Investment Adviser will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees may determine, the Interim Investment Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Interim Investment Adviser for the Fund's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Interim Investment Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Interim Investment Adviser's overall responsibilities with respect to the Fund. The Interim Investment Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers and dealers who also provide research or statistical material, or other services to the Fund or the Interim Investment Adviser for the Fund's use. Such allocation shall be in such amounts and proportions as the Interim Investment Adviser shall determine and the Interim Investment Adviser will report on said allocations regularly to the Board of Trustees of the Fund indicating the brokers to whom such allocations have been made and the basis therefor. 4. Control by Board of Trustees. Any investment program undertaken by the Interim Investment Adviser pursuant to this Agreement, as well as any other activities undertaken by the Interim Investment Adviser on behalf of the Fund pursuant thereto, shall at all times be subject to any directives of the Board of Trustees of the Fund. 5. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Interim Investment Adviser shall at all times conform to: (a) all applicable provisions of the Investment Company Act and the Investment Advisers Act and any rules and regulations adopted thereunder as amended; and (b) the provisions of the Registration Statements of the Fund under the Securities Act of 1933, as amended, and the Investment Company Act; and (c) the provisions of the Declaration of Trust of the Fund, as amended; and (d) the provisions of the By-laws of the Fund, as amended; and (e) any other applicable provisions of state and federal law. 6. Expenses. The expenses connected with the Fund shall be allocable between the Fund and the Interim Investment Adviser as follows: (a) The Interim Investment Adviser shall furnish, at its expense and without cost to the Fund, the services of a President, Chief Financial Officer, and to the extent necessary, such additional officers as may be required by the Fund for the proper conduct of its affairs. (b) The Interim Investment Adviser shall further maintain, at its expense and without cost to the Fund, a trading function in order to carry out its obligations under subparagraph (i) of paragraph 2 hereof to place orders for the purchase and sale of portfolio securities for the Fund. (c) All of the ordinary business expenses incurred in the operations of the Fund and the offering of its shares shall be borne by the Fund unless specifically provided otherwise in this paragraph 6. These expenses include but are not limited to brokerage commissions, legal, auditing, taxes or governmental fees, the cost of preparing share certificates, custodian, depository, transfer and shareholder service agent costs, expenses of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, insurance premiums on property or personnel (including officers and trustees if available) of the Fund which inure to its benefit, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to shareholders. 7. Compensation. The Fund shall pay the Interim Investment Adviser a portfolio management fee with respect to the Fund, which fee shall be computed on the basis of the average net asset value of the Fund as ascertained at the close of each business day and which fee shall be paid monthly within three (3) business days following the end of the month in accordance with the following schedule: Net Asset Value Annual Fee Payable Net asset value to $100,000,000 Net asset value of $100,000,000 or more but less than $200,000,000 Net asset value of $200,000,000 or more but less than $300,000,000 Net asset value of $300,000,000 or more but less than $400,000,000 Net asset value of $400,000,000 or more but less than $500,000,000 Net asset value of $500,000,000 or more .50% .48% .46% .44% .42% .40% The computation for the period from the effective date of this Agreement to the last day of the month including such effective date shall be prorated according to the proportion which such period bears to the full month. Upon any termination of this Agreement before the end of any month, such compensation for the period from the end of the last month ending prior to such termination to the date of termination shall be prorated according to the proportion which such period bears to a full month and shall be payable upon the date of termination. 8. Non-Exclusivity. The services of the Interim Investment Adviser to the Fund are not to be deemed to be exclusive, and the Interim Investment Adviser shall be free to render investment advisory and corporate administrative or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that officers or Partners of the Interim Investment Adviser may serve as officers or trustees of the Fund, and that officers or trustees of the Fund may serve as officers or partners of the Interim Investment Adviser to the extent permitted by law; and that the officers and partners of the Interim Investment Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or partners of any other firm or corporation, including other investment companies. 9. Term and Approval. This Agreement shall become effective at the close of business on the date hereof and shall remain in force and effect for up to 120 days pending (i) consummation of the Agreement and Plan of Reorganization providing for the transfer of the Fund's assets to a separate newly-created series of The Tocqueville Trust, (ii) approval of a permanent investment adviser, or (iii) approval of another interim investment adviser. 10. Termination. This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Fund's Board of Trustees or by vote of a majority of the Fund's outstanding voting securities. This Agreement may be terminated by the Interim Investment Adviser on twenty (20) days' written notice to the Fund. The notice provided for herein may be waived by the Fund. This Agreement shall automatically terminate in the event of its assignment, the term "assignment" for the purpose having the meaning defined in Section 2(a)(4) of the Investment Company Act. 11. Liability of Interim Investment Adviser and Indemnification. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Interim Investment Adviser or any of its officers, trustees or employees, it shall not be subject to liability to the Fund or to any shareholder of the Fund for any omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. 12. Liability of Trustees and Shareholders. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund. 13. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Fund and that of the Interim Investment Adviser shall be 1675 Broadway, New York, New York 10019. If to the Fund, an additional copy of any notice under this Agreement shall be provided to Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, New York, New York 10022, attention to Carl Frischling, Esq. If to the Interim Investment Adviser, an additional copy of any notice under this Agreement shall be provided to Seward & Kissell, One Battery Park Plaza, New York, New York 10006, attention to Robert Van Grover, Esq. 14. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act shall be resolved by reference to such term or provision of the Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In addition, where the effect of a requirement of the Investment Company Act reflected in any provision of this Agreement is released by rules, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 15. Miscellaneous. The Interim Investment Adviser will notify the Fund of any changes in the general partner of its limited partnership within a reasonable time after such change. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first above written. FUNDAMENTAL FIXED-INCOME FUND, on behalf of the Tax-Free Money Market Series Attest: By: TOCQUEVILLE ASSET MANAGEMENT L.P. Attest: By: EX-99 6 INVESTMENT ADVISORY AGREEMENT THIS AGREEMENT is made as of this 1st day of June, 1998 by and between FUNDAMENTAL FIXED-INCOME FUND, a Massachusetts business trust, on behalf of one of its series, the HIGH-YIELD MUNICIPAL BOND SERIES (the "Fund") and TOCQUEVILLE ASSET MANAGEMENT L.P., a limited partnership (the "Interim Investment Adviser"); W I T N E S S E T H WHEREAS, the Fund is registered as an open-end, diversified management investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations promulgated thereunder; and WHEREAS, the Interim Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and engages in the business of acting as an investment adviser; and WHEREAS, the Fund and the Interim Investment Adviser desire to enter into an agreement to provide for the management of the assets of the Fund on an interim basis on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows: 1. Management. The Interim Investment Adviser shall act as interim investment adviser for the Fund for a period of up to, but not exceeding, 120 days from June 1, 1998, and shall, in such capacity, supervise the investment and reinvestment of the cash, securities or other properties comprising the Fund's assets, subject at all times to the policies and control of the Fund's Board of Trustees. The Interim Investment Adviser shall give the Fund the benefit of its best judgment, efforts and facilities in rendering its services as investment adviser. 2. Duties of Interim Investment Adviser. In carrying out its obligation under paragraph 1 hereof, the Interim Investment Adviser shall, subject at all times to the policies and control of the Fund's Board of Trustees: (a) supervise and manage all aspects of the Fund's operations; (b) provide the Fund or obtain for it, and thereafter supervise, such executive, administrative, clerical and shareholder servicing services as are deemed advisable by the Fund's Board of Trustees; (c) arrange, but not pay for, the periodic updating of prospectuses and supplements thereto, proxy material, tax returns, reports to the Fund's shareholders and reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; (d) provide the Fund with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items for the Fund's principal office; (e) provide the Board of Trustees of the Fund on a regular basis with financial reports and analyses on the Fund's operations and the operations of comparable investment companies; (f) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Fund, and whether concerning the individual issuers whose securities are included in the Fund or the activities in which they engage, or with respect to securities which the Investment Adviser considers desirable for inclusion in the Fund; (g) determine what issuers and securities shall be represented in the Fund's portfolio and regularly report them to the Board of Trustees of the Fund; (h) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustees of the Fund; and (i) take, on behalf of the Fund, all actions which appear to the Fund necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including the placing of orders for the purchase and sale of portfolio securities. 3. Broker-Dealer Relationships. The Interim Investment Adviser is responsible for decisions to buy and sell securities for the Fund, broker-dealer selection, and negotiation of brokerage commission rates. The Interim Investment Adviser's primary consideration in effecting a security transaction will be execution at a price that is reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions, including similar securities being purchased or sold on a securities exchange during a comparable period of time. In selecting a broker-dealer to execute each particular transaction, the Interim Investment Adviser will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees may determine, the Interim Investment Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Interim Investment Adviser for the Fund's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Interim Investment Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Interim Investment Adviser's overall responsibilities with respect to the Fund. The Interim Investment Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers and dealers who also provide research or statistical material, or other services to the Fund or the Interim Investment Adviser for the Fund's use. Such allocation shall be in such amounts and proportions as the Interim Investment Adviser shall determine and the Interim Investment Adviser will report on said allocations regularly to the Board of Trustees of the Fund indicating the brokers to whom such allocations have been made and the basis therefor. 4. Control by Board of Trustees. Any investment program undertaken by the Interim Investment Adviser pursuant to this Agreement, as well as any other activities undertaken by the Interim Investment Adviser on behalf of the Fund pursuant thereto, shall at all times be subject to any directives of the Board of Trustees of the Fund. 5. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Interim Investment Adviser shall at all times conform to: (a) all applicable provisions of the Investment Company Act and the Investment Advisers Act and any rules and regulations adopted thereunder as amended; and (b) the provisions of the Registration Statements of the Fund under the Securities Act of 1933, as amended, and the Investment Company Act; and (c) the provisions of the Declaration of Trust of the Fund, as amended; and (d) the provisions of the By-laws of the Fund, as amended; and (e) any other applicable provisions of state and federal law. 6. Expenses. The expenses connected with the Fund shall be allocable between the Fund and the Interim Investment Adviser as follows: (a) The Interim Investment Adviser shall furnish, at its expense and without cost to the Fund, the services of a President, Chief Financial Officer, and to the extent necessary, such additional officers as may be required by the Fund for the proper conduct of its affairs. (b) The Interim Investment Adviser shall further maintain, at its expense and without cost to the Fund, a trading function in order to carry out its obligations under subparagraph (i) of paragraph 2 hereof to place orders for the purchase and sale of portfolio securities for the Fund. (c) All of the ordinary business expenses incurred in the operations of the Fund and the offering of its shares shall be borne by the Fund unless specifically provided otherwise in this paragraph 6. These expenses include but are not limited to brokerage commissions, legal, auditing, taxes or governmental fees, the cost of preparing share certificates, custodian, depository, transfer and shareholder service agent costs, expenses of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, insurance premiums on property or personnel (including officers and trustees if available) of the Fund which inure to its benefit, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to shareholders. 7. Compensation. The Fund shall pay the Interim Investment Adviser a portfolio management fee with respect to the Fund, which fee shall be computed on the basis of the average net asset value of the Fund as ascertained at the close of each business day and which fee shall be paid monthly within three (3) business days following the end of the month in accordance with the following schedule: Net Asset Value Annual Fee Payable Net asset value to $100,000,000 Net asset value of $100,000,000 or more but less than $200,000,000 Net asset value of $200,000,000 or more but less than $300,000,000 Net asset value of $300,000,000 or more but less than $400,000,000 Net asset value of $400,000,000 or more but less than $500,000,000 Net asset value of $500,000,000 or more .80% .78% .76% .74% .72% .70% The computation for the period from the effective date of this Agreement to the last day of the month including such effective date shall be prorated according to the proportion which such period bears to the full month. Upon any termination of this Agreement before the end of any month, such compensation for the period from the end of the last month ending prior to such termination to the date of termination shall be prorated according to the proportion which such period bears to a full month and shall be payable upon the date of termination. 8. Non-Exclusivity. The services of the Interim Investment Adviser to the Fund are not to be deemed to be exclusive, and the Interim Investment Adviser shall be free to render investment advisory and corporate administrative or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that officers or Partners of the Interim Investment Adviser may serve as officers or trustees of the Fund, and that officers or trustees of the Fund may serve as officers or partners of the Interim Investment Adviser to the extent permitted by law; and that the officers and partners of the Interim Investment Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or partners of any other firm or corporation, including other investment companies. 9. Term and Approval. This Agreement shall become effective at the close of business on the date hereof and shall remain in force and effect for up to 120 days pending (i) consummation of the Agreement and Plan of Reorganization providing for the transfer of the Fund's assets to a separate newly-created series of The Tocqueville Trust, (ii) approval of a permanent investment adviser, or (iii) approval of another interim investment adviser. 10. Termination. This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Fund's Board of Trustees or by vote of a majority of the Fund's outstanding voting securities. This Agreement may be terminated by the Interim Investment Adviser on twenty (20) days' written notice to the Fund. The notice provided for herein may be waived by the Fund. This Agreement shall automatically terminate in the event of its assignment, the term "assignment" for the purpose having the meaning defined in Section 2(a)(4) of the Investment Company Act. 11. Liability of Interim Investment Adviser and Indemnification. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Interim Investment Adviser or any of its officers, trustees or employees, it shall not be subject to liability to the Fund or to any shareholder of the Fund for any omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. 12. Liability of Trustees and Shareholders. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund. 13. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Fund and that of the Interim Investment Adviser shall be 1675 Broadway, New York, New York 10019. If to the Fund, an additional copy of any notice under this Agreement shall be provided to Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, New York, New York 10022, attention to Carl Frischling, Esq. If to the Interim Investment Adviser, an additional copy of any notice under this Agreement shall be provided to Seward & Kissell, One Battery Park Plaza, New York, New York 10006, attention to Robert Van Grover, Esq. 14. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act shall be resolved by reference to such term or provision of the Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In addition, where the effect of a requirement of the Investment Company Act reflected in any provision of this Agreement is released by rules, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 15. Miscellaneous. The Interim Investment Adviser will notify the Fund of any changes in the general partner of its limited partnership within a reasonable time after such change. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first above written. FUNDAMENTAL FIXED-INCOME FUND, on behalf of the High-Yield Municipal Bond Series Attest: By: TOCQUEVILLE ASSET MANAGEMENT L.P. Attest: By: EX-99 7 INVESTMENT ADVISORY AGREEMENT THIS AGREEMENT is made as of this 1st day of June, 1998 by and between FUNDAMENTAL FIXED-INCOME FUND, a Massachusetts business trust, on behalf of one of its series, the FUNDAMENTAL U.S. GOVERNMENT STRATEGIC INCOME FUND (the "Fund") and TOCQUEVILLE ASSET MANAGEMENT L.P., a limited partnership (the "Interim Investment Adviser"); W I T N E S S E T H WHEREAS, the Fund is registered as an open-end, diversified management investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations promulgated thereunder; and WHEREAS, the Interim Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and engages in the business of acting as an investment adviser; and WHEREAS, the Fund and the Interim Investment Adviser desire to enter into an agreement to provide for the management of the assets of the Fund on an interim basis on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows: 1. Management. The Interim Investment Adviser shall act as interim investment adviser for the Fund for a period of up to, but not exceeding, 120 days from June 1, 1998, and shall, in such capacity, supervise the investment and reinvestment of the cash, securities or other properties comprising the Fund's assets, subject at all times to the policies and control of the Fund's Board of Trustees. The Interim Investment Adviser shall give the Fund the benefit of its best judgment, efforts and facilities in rendering its services as investment adviser. 2. Duties of Interim Investment Adviser. In carrying out its obligation under paragraph 1 hereof, the Interim Investment Adviser shall, subject at all times to the policies and control of the Fund's Board of Trustees: (a) supervise and manage all aspects of the Fund's operations; (b) provide the Fund or obtain for it, and thereafter supervise, such executive, administrative, clerical and shareholder servicing services as are deemed advisable by the Fund's Board of Trustees; (c) arrange, but not pay for, the periodic updating of prospectuses and supplements thereto, proxy material, tax returns, reports to the Fund's shareholders and reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; (d) provide the Fund with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items for the Fund's principal office; (e) provide the Board of Trustees of the Fund on a regular basis with financial reports and analyses on the Fund's operations and the operations of comparable investment companies; (f) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Fund, and whether concerning the individual issuers whose securities are included in the Fund or the activities in which they engage, or with respect to securities which the Investment Adviser considers desirable for inclusion in the Fund; (g) determine what issuers and securities shall be represented in the Fund's portfolio and regularly report them to the Board of Trustees of the Fund; (h) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustees of the Fund; and (i) take, on behalf of the Fund, all actions which appear to the Fund necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including the placing of orders for the purchase and sale of portfolio securities. 3. Broker-Dealer Relationships. The Interim Investment Adviser is responsible for decisions to buy and sell securities for the Fund, broker-dealer selection, and negotiation of brokerage commission rates. The Interim Investment Adviser's primary consideration in effecting a security transaction will be execution at a price that is reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions, including similar securities being purchased or sold on a securities exchange during a comparable period of time. In selecting a broker-dealer to execute each particular transaction, the Interim Investment Adviser will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees may determine, the Interim Investment Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Interim Investment Adviser for the Fund's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Interim Investment Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Interim Investment Adviser's overall responsibilities with respect to the Fund. The Interim Investment Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers and dealers who also provide research or statistical material, or other services to the Fund or the Interim Investment Adviser for the Fund's use. Such allocation shall be in such amounts and proportions as the Interim Investment Adviser shall determine and the Interim Investment Adviser will report on said allocations regularly to the Board of Trustees of the Fund indicating the brokers to whom such allocations have been made and the basis therefor. 4. Control by Board of Trustees. Any investment program undertaken by the Interim Investment Adviser pursuant to this Agreement, as well as any other activities undertaken by the Interim Investment Adviser on behalf of the Fund pursuant thereto, shall at all times be subject to any directives of the Board of Trustees of the Fund. 5. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Interim Investment Adviser shall at all times conform to: (a) all applicable provisions of the Investment Company Act and the Investment Advisers Act and any rules and regulations adopted thereunder as amended; and (b) the provisions of the Registration Statements of the Fund under the Securities Act of 1933, as amended, and the Investment Company Act; and (c) the provisions of the Declaration of Trust of the Fund, as amended; and (d) the provisions of the By-laws of the Fund, as amended; and (e) any other applicable provisions of state and federal law. 6. Expenses. The expenses connected with the Fund shall be allocable between the Fund and the Interim Investment Adviser as follows: (a) The Interim Investment Adviser shall furnish, at its expense and without cost to the Fund, the services of a President, Chief Financial Officer, and to the extent necessary, such additional officers as may be required by the Fund for the proper conduct of its affairs. (b) The Interim Investment Adviser shall further maintain, at its expense and without cost to the Fund, a trading function in order to carry out its obligations under subparagraph (i) of paragraph 2 hereof to place orders for the purchase and sale of portfolio securities for the Fund. (c) All of the ordinary business expenses incurred in the operations of the Fund and the offering of its shares shall be borne by the Fund unless specifically provided otherwise in this paragraph 6. These expenses include but are not limited to brokerage commissions, legal, auditing, taxes or governmental fees, the cost of preparing share certificates, custodian, depository, transfer and shareholder service agent costs, expenses of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, insurance premiums on property or personnel (including officers and trustees if available) of the Fund which inure to its benefit, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to shareholders. 7. Compensation. The Fund shall pay the Interim Investment Adviser a portfolio management fee with respect to the Fund, which fee shall be computed on the basis of the average net asset value of the Fund as ascertained at the close of each business day and which fee shall be paid monthly within three (3) business days following the end of the month in accordance with the following schedule: .75% per annum of the Fund's average daily net assets up to $500 million, .725% per annum on the next $500 million, and .70% per annum on assets over $1 billion. The computation for the period from the effective date of this Agreement to the last day of the month including such effective date shall be prorated according to the proportion which such period bears to the full month. Upon any termination of this Agreement before the end of any month, such compensation for the period from the end of the last month ending prior to such termination to the date of termination shall be prorated according to the proportion which such period bears to a full month and shall be payable upon the date of termination. 8. Non-Exclusivity. The services of the Interim Investment Adviser to the Fund are not to be deemed to be exclusive, and the Interim Investment Adviser shall be free to render investment advisory and corporate administrative or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that officers or Partners of the Interim Investment Adviser may serve as officers or trustees of the Fund, and that officers or trustees of the Fund may serve as officers or partners of the Interim Investment Adviser to the extent permitted by law; and that the officers and partners of the Interim Investment Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or partners of any other firm or corporation, including other investment companies. 9. Term and Approval. This Agreement shall become effective at the close of business on the date hereof and shall remain in force and effect for up to 120 days pending (i) consummation of the Agreement and Plan of Reorganization providing for the transfer of the Fund's assets to a separate newly-created series of The Tocqueville Trust, (ii) approval of a permanent investment adviser, or (iii) approval of another interim investment adviser. 10. Termination. This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Fund's Board of Trustees or by vote of a majority of the Fund's outstanding voting securities. This Agreement may be terminated by the Interim Investment Adviser on twenty (20) days' written notice to the Fund. The notice provided for herein may be waived by the Fund. This Agreement shall automatically terminate in the event of its assignment, the term "assignment" for the purpose having the meaning defined in Section 2(a)(4) of the Investment Company Act. 11. Liability of Interim Investment Adviser and Indemnification. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Interim Investment Adviser or any of its officers, trustees or employees, it shall not be subject to liability to the Fund or to any shareholder of the Fund for any omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. 12. Liability of Trustees and Shareholders. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund. 13. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Fund and that of the Interim Investment Adviser shall be 1675 Broadway, New York, New York 10019. If to the Fund, an additional copy of any notice under this Agreement shall be provided to Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, New York, New York 10022, attention to Carl Frischling, Esq. If to the Interim Investment Adviser, an additional copy of any notice under this Agreement shall be provided to Seward & Kissell, One Battery Park Plaza, New York, New York 10006, attention to Robert Van Grover, Esq. 14. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act shall be resolved by reference to such term or provision of the Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In addition, where the effect of a requirement of the Investment Company Act reflected in any provision of this Agreement is released by rules, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 15. Miscellaneous. The Interim Investment Adviser will notify the Fund of any changes in the general partner of its limited partnership within a reasonable time after such change. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first above written. FUNDAMENTAL FIXED-INCOME FUND, on behalf of the Fundamental U.S. Government Strategic Income Fund Attest: By: TOCQUEVILLE ASSET MANAGEMENT L.P. Attest: By: EX-99 8 REFERENCE ITEM #77-Q1) EXHIBITS AMENDMENT OF BYLAWS The second sentence of ARTICLE I, Section 2 of the By-laws of The Fundamental Fixed Income Fund has been amended as follows: The Chairman of the Board of Trustees, if any, shall be selected from among the Trustees. -----END PRIVACY-ENHANCED MESSAGE-----