TOCQUEVILLE TRUST
497, 1996-03-05
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PROSPECTUS                                                           Rule 497(c)
                                                        Registration No. 33-8746

                              THE TOCQUEVILLE TRUST

                              THE TOCQUEVILLE FUND
                      THE TOCQUEVILLE SMALL CAP VALUE FUND
                        THE TOCQUEVILLE ASIA-PACIFIC FUND
                           THE TOCQUEVILLE EUROPE FUND
                         THE TOCQUEVILLE GOVERNMENT FUND

         The Tocqueville  Trust (the "Trust") is a Massachusetts  business trust
consisting  of five  separate  funds  (each,  a "Fund,"  and  collectively,  the
"Funds").  Each  Fund  of  the  Trust  is an  open-end,  diversified  management
investment company with the following investment objective:

         THE TOCQUEVILLE  FUND - This Fund's  investment  objective is long-term
         capital  appreciation  primarily  through  investments in securities of
         United States issuers. There is minimal emphasis on current income.

         THE TOCQUEVILLE SMALL CAP VALUE FUND - This Fund's investment objective
         is long-term  capital  appreciation  primarily  through  investments in
         securities of small capitalization  United States issuers. For purposes
         of this  prospectus,  a small  capitalization  issuer is a company with
         market  capitalization  of  less  than $1  billion.  There  is  minimal
         emphasis on current income.

         THE TOCQUEVILLE ASIA-PACIFIC FUND - This Fund's investment objective is
         long-term capital appreciation  consistent with preservation of capital
         primarily through  investments in securities of issuers located in Asia
         and the Pacific Basin.

         THE  TOCQUEVILLE  EUROPE FUND - This  Fund's  investment  objective  is
         long-term capital appreciation  consistent with preservation of capital
         primarily  through  investments  in  securities  of issuers  located in
         Europe.

         THE TOCQUEVILLE  GOVERNMENT FUND - This Fund's investment  objective is
         to provide high  current  income  consistent  with the  maintenance  of
         principal and liquidity  through  investments in obligations  issued or
         guaranteed  by the U.S.  Treasury,  agencies of the U.S.  Government or
         instrumentalities  that have been  established or sponsored by the U.S.
         Government.

         Tocqueville  Asset  Management L.P.  provides each Fund with investment
advisory and certain administrative services.

         This Prospectus sets forth concisely the information that a prospective
investor should know before  investing in shares of each Fund and should be read
and retained for future reference. A Statement of Additional Information,  dated
February 28, 1996,  containing  additional  information about each Fund has been
filed with the Securities and Exchange  Commission and is hereby incorporated by
reference  into  this  Prospectus.   A  copy  of  the  Statement  of  Additional
Information can be obtained  without charge by calling (800) 697-3863 or writing
the Trust at 1675 Broadway, New York, N.Y. 10019.

                          ---------------------------

         INVESTMENTS IN THE FUNDS ARE SUBJECT TO  RISK--INCLUDING  POSSIBLE LOSS
OF  PRINCIPAL--AND  WILL  FLUCTUATE  IN VALUE.  SHARES OF THE FUNDS ARE NOT BANK
DEPOSITS  OR  OBLIGATIONS  OF, OR  GUARANTEED  OR ENDORSED BY A BANK AND ARE NOT
INSURED BY, OBLIGATIONS OF OR OTHERWISE  SUPPORTED BY THE U.S.  GOVERNMENT,  THE
FEDERAL DEPOSIT  INSURANCE  CORPORATION,  THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY.

                           ---------------------------

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
          THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
          THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
                   TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                           ---------------------------

                The date of this Prospectus is February 28, 1996.




<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                           Page                                             Page

<S>                                          <C> <C>                                          <C> 
Highlights....................................2     Reduced Initial Sales Charges.............28 
Fee Table.....................................5     Methods of Payment........................29 
Selected Financial Information................9  Redemption of Shares.........................29 
Performance Calculation......................15     Contingent Deferred Sales Charges.........30 
Investment Objective, Policies and Risks.....18  Shareholder Privileges.......................31 
Additional Investment Policies and               Dividends, Distributions and Tax Matters.....31 
   Risk Considerations.......................20  Organization and Description of Shares of       
Investment Advisor and Investment Advisory          the Trust.................................33 
   Agreements................................23  Custodian, Transfer Agent and Dividend          
Distribution Plans...........................23     Paying Agent..............................33 
Administrative Services Agreements...........24  Counsel and Independent Accountants..........33 
Brokerage Allocation.........................24  Shareholder Inquiries........................33 
Purchase of Shares...........................24  Other Information............................34 
   Initial Sales Charges.....................26  
   Purchases at Net Asset Value..............27
</TABLE>

                           ---------------------------


                                   HIGHLIGHTS

WHAT IS THE TOCQUEVILLE TRUST?

         The  Tocqueville  Trust,  a business trust formed under the laws of the
Commonwealth  of  Massachusetts,  is currently  comprised  of five  series.  The
Tocqueville  Fund,  The  Tocqueville  Small  Cap  Value  Fund,  The  Tocqueville
Asia-Pacific  Fund, The Tocqueville  Europe Fund and The Tocqueville  Government
Fund are each open-end,  diversified management investment companies, as defined
by the  Investment  Company Act of 1940, as amended (the "1940 Act").  Each Fund
offers two classes of shares which may be purchased at a price equal to the next
determined net asset value per share plus a charge which, at the election of the
purchaser, may be imposed (i) at the time of purchase (the "Class A shares"), or
(ii) on a  deferred  basis  (the  "Class  B  shares").  As  open-end  investment
companies,  the Funds have an obligation to redeem their respective  shares held
by an  investor  at the net asset  value of the  shares  next  determined  after
receipt  of  a  redemption  request  in  proper  form.  (See  "Organization  and
Description of Shares of the Trust.")

WHAT IS THE TOCQUEVILLE FUND AND HOW IS ITS INVESTMENT OBJECTIVE ACHIEVED?

         The Tocqueville Fund is an open-end,  diversified management investment
company whose investment objective is long-term capital  appreciation  primarily
through investments in securities of United States issuers. The Fund will invest
in common stocks of companies that are  considered by its investment  advisor to
be out of favor and undervalued in relation to their potential growth or earning
power.  The Fund does not  intend to engage on an  ongoing  basis in  short-term
trading. (See "Investment Objective, Policies and Risks.")

WHAT IS THE TOCQUEVILLE SMALL CAP VALUE FUND AND HOW IS ITS INVESTMENT OBJECTIVE
ACHIEVED?

         The  Tocqueville  Small  Cap  Value  Fund is an  open-end,  diversified
management  investment  company whose investment  objective is long-term capital
appreciation primarily through investments in securities of small capitalization
United States issuers.  The Fund will invest  substantially  all and normally no
less  than 65% of its total  assets in a  diversified  portfolio  consisting  of
common  stocks  of  small  capitalization   United  States  companies  that  are
considered by the Investment Advisor to be strong proprietary businesses,  to be
either  out of favor or less well  known in the  financial  community,  or to be
undervalued in relation to either their  potential  long-term  growth or earning
power.  The Fund does not  intend to engage on an  ongoing  basis in  short-term
trading. A small capitalization  issuer is a company with market  capitalization
of less than $1 billion. (See "Investment Objective, Policies and Risks.")


                                      - 2 -




<PAGE>



WHAT IS THE TOCQUEVILLE  ASIA-PACIFIC  FUND AND HOW IS ITS INVESTMENT  OBJECTIVE
ACHIEVED?

         The  Tocqueville   Asia-Pacific   Fund  is  an  open-end,   diversified
management   investment  company  which  seeks  long-term  capital  appreciation
consistent  with  preservation  of  capital  primarily  through  investments  in
securities  of issuers  located  in Asia and the  Pacific  Basin.  The Fund will
invest at least 65% of its total assets in securities of issuers located in Asia
and the Pacific Basin, including common stock, investment grade debt convertible
into common stock,  depository receipts for these securities and warrants.  (See
"Investment Objective, Policies and Risks.")

WHAT  IS THE  TOCQUEVILLE  EUROPE  FUND  AND  HOW IS  ITS  INVESTMENT  OBJECTIVE
ACHIEVED?

         The  Tocqueville  Europe Fund is an  open-end,  diversified  management
investment  company which seeks long-term capital  appreciation  consistent with
preservation of capital primarily  through  investments in securities of issuers
located  in  Europe.  The Fund will  invest at least 65% of its total  assets in
securities of issuers  located in Europe,  including  common  stock,  investment
grade  debt  convertible  into  common  stock,  depository  receipts  for  these
securities and warrants. (See "Investment Objective, Policies and Risks.")

WHAT IS THE  TOCQUEVILLE  GOVERNMENT  FUND AND HOW IS ITS  INVESTMENT  OBJECTIVE
ACHIEVED?

         The Tocqueville Government Fund is an open-end,  diversified management
investment company whose investment  objective is to provide high current income
consistent with the maintenance of principal and liquidity  through  investments
in obligations issued or guaranteed by the U.S.  Treasury,  agencies of the U.S.
Government or  instrumentalities  that have been established or sponsored by the
U.S. Government.

         The  Fund  will  invest  at  least  85%  of its  assets  in  short  and
intermediate-term  securities  backed by the full  faith and  credit of the U.S.
Government.  Also,  at least 65% of the Fund's  assets  will be invested in U.S.
Treasury bills,  notes and bonds.  The  dollar-weighted  average maturity of the
Fund is expected to range from 0 to 12 years.

         The balance of the Fund's assets may be invested in obligations  issued
or  guaranteed  by the  U.S.  Treasury,  agencies  of  the  U.S.  Government  or
instrumentalities   that  have  been   established  or  sponsored  by  the  U.S.
Government,   as  well  as  in  repurchase  agreements  collateralized  by  such
securities. The Fund may also invest in bond (interest rate) futures and options
to a limited extent. (See "Investment Objective, Policies and Risks.")

WHO MANAGES THE FUNDS?

         Tocqueville Asset Management L.P. (the "Investment  Advisor") serves as
each Fund's  investment  advisor pursuant to an Investment  Advisory  Agreement.
Under terms of each Agreement,  the Investment Advisor supervises all aspects of
a Fund's operations and provides investment advisory services.  As compensation,
the  Investment  Advisor  receives a fee based on each Fund's  average daily net
assets.  The  Investment  Advisor  also is engaged in the  business of acting as
investment  advisor to private  accounts with combined  assets of  approximately
$500 million. (See "Investment Advisor and Investment Advisory Contracts.")

DISTRIBUTION PLANS

         Each Fund has  adopted  a  distribution  plan for Class A shares  and a
distribution plan for Class B shares.  The Class A Plan provides that a Fund may
incur distribution  expenses related to the sale of Class A shares of up to .25%
per annum of the Fund's average daily net assets. The Class B Plan provides that
a Fund may incur distribution  expenses related to the sale of Class B shares of
up to .75% per annum of the Fund's average daily net assets.  (See "Distribution
Plans").

SPECIAL RISK CONSIDERATIONS

         An  investor  should be aware  that  there are  risks  associated  with
certain investment  techniques and strategies  employed by the Funds,  including
those relating to investments in foreign securities and option transactions.  In
addition,  an investor in The  Tocqueville  Small Cap Value Fund should be aware
that  investments  in small  capitalization  issuers may be more  volatile  than
investments in issuers with market capitalization greater than $1 billion due to
the  lack of  diversification  in the  business  activities,  and  corresponding
greater susceptibility to

                                      - 3 -




<PAGE>



changes in the business cycle of small  capitalization  issuers.  An investor in
The Tocqueville  Government Fund should be aware that the net asset value of the
Fund will fluctuate as general levels of interest rates fluctuate. When interest
rates  decline,  the net asset value of the Fund can be  expected to rise,  and,
conversely,  when  interest  rates rise,  the net asset value of the Fund can be
expected  to  fall.  (See  "Investment   Objective,   Policies  and  Risks"  and
"Additional Investment Policies and Risk Considerations.")

         Each class of shares of a Fund not only  imposes the sales  charge at a
different  time,  but also has  differing  levels  of sales  charges  and  other
expenses,  which may  affect  performance.  (See "Fee  Table" and  "Purchase  of
Shares.")


                                      - 4 -




<PAGE>



                                    FEE TABLE
<TABLE>
<CAPTION>

                                             CLASS A                CLASS A                CLASS B               CLASS B
                                         TOCQUEVILLE FUND       SMALL CAP FUND         TOCQUEVILLE FUND       SMALL CAP FUND
<S>                                            <C>                  <C>                     <C>                   <C>    
SHAREHOLDER TRANSACTION EXPENSES:
  Maximum Sales Load on Purchases (as
  a % of offering price).............           4.00%                   4.00%                None                  None
  Deferred Sales Charge (as a percentage
  of original purchase price or
  redemption proceeds, as applicable)          None                  None                      5.00%*               5.00%*
ANNUAL FUND OPERATING EXPENSES:
  (as a % of average net assets)
  Management Fee.....................            .75%                    .75%                   .75%                 .75%
  12b-1 Fee+.........................            .25%                    .25%                   .75%                 .75%
  Other Expenses (after fee waivers).            .54%++                 1.80%++                 .54%++              1.80%++
                                                 ---                    ----                    ---                 ----
  Total Operating Expenses (after fee
  waivers)                                      1.54%+++                2.80%+++               2.04%+++             3.30%+++
</TABLE>

<TABLE>
<CAPTION>

                                             CLASS A                CLASS A                CLASS B               CLASS B
                                        ASIA-PACIFIC FUND         EUROPE FUND         ASIA-PACIFIC FUND        EUROPE FUND
<S>                                            <C>                   <C>                     <C>                   <C>    
SHAREHOLDER TRANSACTION EXPENSES:
  Maximum Sales Load on Purchases
  (as a % of offering price).........           4.00%                   4.00%                None                  None
  Deferred Sales Charge (as a percentage
  of original purchase price or
  redemption proceeds, as applicable)          None                  None                      5.00%*               5.00%*
ANNUAL FUND OPERATING EXPENSES: (as
  a % of average net assets)
  Management Fee (after fee waivers).            .00%**                  .00%**                 .00%**               .00%**
  12b-1 Fees (after fee waivers)+....            .00%***                 .00%***                .00%***              .00%***
  Other Expenses (after fee waivers).           3.55%++                 4.43%++                3.55%++              4.43%++
                                                ----                    ----                   ----                 ----
  Total Operating Expenses (after fee
  waivers)...........................           3.55%+++                4.43%+++               3.55%+++             4.43%+++
</TABLE>

<TABLE>
<CAPTION>

                                                                          CLASS A         CLASS B
                                                                         GOV'T FUND      GOV'T FUND
<S>                                                                          <C>            <C>
SHAREHOLDER TRANSACTION EXPENSES:
  Maximum Sales Load (as a % of offering price)...............               4.00%          None
  Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable).........................                None           5.00%*
ANNUAL FUND OPERATING EXPENSES:
  (as a % of average net assets)
  Management Fee .............................................                .50%            .50%
  12b-1 Fee+..................................................                .25%            .75%
  Other Expenses (after fee waivers)..........................                .50%++          .50%++
                                                                              ---             ---
  Total Operating Expenses (after fee waivers)................               1.25%           1.75%
</TABLE>



- ------------------


*        The maximum 5%  contingent  deferred  sales charge on Class B shares is
         applied to redemptions during the first year after purchase; the charge
         declines to 4% for  redemptions  during the second and third year after
         purchase,  to 3% for redemptions during the fourth and fifth year after
         purchase,  to 2% for redemptions  during the sixth year after purchase,
         thereafter reaching zero after six years.

**       With regard to The Tocqueville  Asia-Pacific  Fund and Europe Fund, the
         management  fee of 1.00% on the first $50 million of the average  daily
         net assets is currently being waived.

***      The Rule 12b-1 fees of up to .25% for Class A shares and .75% for Class
         B shares are currently  being paid by the Advisor without charge to the
         Fund. Under the Fund's  Distribution  Plan, the Advisor is permitted to
         carry  forward  expenses  not  reimbursed  by the  distribution  fee to
         subsequent fiscal years for submission by the Fund for payment, subject
         to the continuation of the Plan. Such amounts are not recognized in the
         Fund's  financial  statements  as expenses and  liabilities,  since the
         Distribution  Plan can be terminated on an annual basis without further
         liability to the Fund.

+        The  Rule  12b-1  fee  may  represent  the   equivalent  of  an  annual
         asset-based  sales charge to an investor.  As a result of  distribution
         fees,  a  long-term  shareholder  in the  Funds  may pay more  than the
         economic  equivalent of the maximum front-end sales charge permitted by
         the Rules of the National Association of Securities Dealers, Inc.

++       These expenses  include legal fees,  accounting  fees,  transfer agent,
         custodial fees and the administrative  services fee. The administrative
         services  fee is  accrued  at an annual  rate  equal to .15% of average
         daily net assets which is currently being waived.

+++      At this  point,  expenses  as a  percentage  of average  net assets are
         significantly  higher  than those  incurred  by  comparable  investment
         companies.  However,  in the event that the Fund's  assets  continue to
         grow and attain an industry wide average size,  then such expenses as a
         percentage of average net assets would decrease to the industry median.

                                       -5-



<PAGE>


<TABLE>
<CAPTION>

                                                            1 Year          3 Years           5 Years           10 Years
                                                     ----------------  ----------------  -----------------   ----------------
   EXAMPLE FOR THE TOCQUEVILLE FUND                  Class A  Class B  Class A  Class B  Class A   Class B   Class A  Class B
   --------------------------------                  -------  -------  -------  -------  -------   -------   -------  -------
                                                    
<S>                                                  <C>        <C>      <C>     <C>        <C>      <C>       <C>      <C> 
You would pay the following expenses on a $1000     
   investment, assuming (1) 5% annual return and    
   (2) redemption at the end of each time period:    $55        $61      $87     $ 94       $121     $130      $216     $237
You would pay the following expenses on the                                                                   
   same investment, assuming no redemption:....      $55        $21      $87     $ 64       $121     $110      $216     $237
</TABLE>

<TABLE>
<CAPTION>

                                                            1 Year          3 Years           5 Years           10 Years     
                                                     ----------------  ----------------  -----------------   ----------------
   EXAMPLE FOR THE TOCQUEVILLE SMALL CAP VALUE FUND  Class A  Class B  Class A  Class B  Class A   Class B   Class A  Class B 
   ------------------------------------------------  -------  -------  -------  -------  -------   -------   -------  ------- 
                                                     
<S>                                                  <C>        <C>      <C>     <C>        <C>      <C>       <C>      <C> 
You would pay the following expenses on a $1000
   investment, assuming (1) 5% annual return and
   (2) redemption at the end of each time period:    $67     $73      $123     $132         $182     $192      $340     $359
You would pay the following expenses on the             
   same investment, assuming no redemption:....      $67     $33      $123     $102         $182     $172      $340     $359
                                                     
</TABLE>

<TABLE>
<CAPTION>
                                                            1 Year          3 Years           5 Years           10 Years     
                                                     ----------------  ----------------  -----------------   ----------------
   EXAMPLE FOR THE TOCQUEVILLE ASIA-PACIFIC FUND     Class A  Class B  Class A  Class B  Class A   Class B   Class A  Class B
   ---------------------------------------------     -------  -------  -------  -------  -------   -------   -------  -------
<S>                                                  <C>     <C>      <C>      <C>          <C>      <C>       <C>      <C> 
You would pay the following expenses on a $1000
   investment, assuming (1) 5% annual return and
   (2) redemption at the end of each time period:    $74     $76      $144     $139         $217     $204      $407     $382
You would pay the following expenses on the
   same investment, assuming no redemption:....      $74     $36      $144     $109         $217     $184      $407     $382

</TABLE>

<TABLE>
<CAPTION>

                                                            1 Year          3 Years           5 Years           10 Years      
                                                     ----------------  ----------------  -----------------   ---------------- 
   EXAMPLE FOR THE TOCQUEVILLE EUROPE FUND           Class A  Class B  Class A  Class B  Class A   Class B   Class A  Class B 
   ---------------------------------------           -------  -------  -------  -------  -------   -------   -------  ------- 
                                                     
<S>                                                  <C>     <C>      <C>      <C>          <C>      <C>       <C>      <C> 
You would pay the following expenses on a $1000
   investment, assuming (1) 5% annual return and
   (2) redemption at the end of each time period:    $83     $84      $169     $164         $256     $245      $478     $456
You would pay the following expenses on the
   same investment, assuming no redemption:....      $83     $44      $169     $134         $256     $225      $478     $456
</TABLE>

<TABLE>
<CAPTION>

                                                            1 Year          3 Years           5 Years           10 Years      
                                                     ----------------  ----------------  -----------------   ---------------- 
   EXAMPLE FOR THE TOCQUEVILLE GOVERNMENT FUND       Class A  Class B  Class A  Class B  Class A   Class B   Class A  Class B 
   -------------------------------------------       -------  -------  -------  -------  -------   -------   -------  ------- 
                                                     
<S>                                                  <C>     <C>      <C>      <C>          <C>      <C>       <C>      <C> 
You would pay the following expenses on a $1000
   investment, assuming (1) 5% annual return and
   (2) redemption at the end of each time period:    $52     $58      $78      $85
You would pay the following expenses on the
   same investment, assuming no redemption:....      $52     $18      $78      $55
</TABLE>


         The  purpose  of  the  expense  summary  provided  above  is to  assist
investors in understanding  the various costs and expenses that a shareholder in
a Fund will bear directly or indirectly.  The "Annual Fund  Operating  Expenses"
summary shows the management fee, Rule 12b-1 fee, and other  operating  expenses
incurred  by  each  Fund.  "Other  Expenses"  for  the  Class  A  shares  of The
Tocqueville Government Fund and the Class B shares for The Tocqueville Fund, The
Tocqueville  Small  Cap Value  Fund,  The  Tocqueville  Asia-Pacific  Fund,  The
Tocqueville  Europe  Fund,  and The  Tocqueville  Government  Fund are  based on
estimated  amounts for the current fiscal year. If the  administrative  services
fee had not been waived,  then total operating expenses for The Tocqueville Fund
would have been  1.69% for Class A shares  and 2.19% for Class B shares.  If the
administrative  services fee had not been waived,  total operating  expenses for
The  Tocqueville  Small Cap Value  Fund would have been 2.95% for Class A shares
and 3.45% for Class B shares. If the management fee and administrative  services
fee had not been  waived  and the Rule 12b-1  expenses  had not been paid by the
Investment  Advisor,  total operating expenses would have been 5.83% for Class A
shares and 6.33% for Class B shares of The Tocqueville Europe Fund and 4.95% for
Class A shares  and 5.45% for  Class B shares  of The  Tocqueville  Asia-Pacific
Fund.  If the  administrative  services  fee had not  been  waived,  then  total
operating expenses for The Tocqueville Government Fund would have been 1.40% for
Class A shares and 1.90% for Class B shares. The "Example" set forth above

                                       -6-



<PAGE>



assumes  all  dividends  and other  distributions  are  reinvested  and that the
percentages under "Annual Fund Operating  Expenses" remain the same in the years
shown.  The Class A shares  example  includes  the initial  sales charge and the
Class B shares  example  includes the  contingent  deferred  sales  charge.  The
expenses you pay would increase if the  administrative  services fee waivers are
removed.

         THESE  EXAMPLES  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF PAST OR
FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.

                                       -7-



<PAGE>



                         SELECTED FINANCIAL INFORMATION

         The following is selected,  audited,  financial information relating to
the Class A shares and Class B shares of the  Funds.  The  financial  statements
related thereto and the independent accountants' unqualified reports thereon are
incorporated by reference in the Statement of Additional Information.

- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>

                                            THE TOCQUEVILLE FUND--CLASS A SHARES

                                                                         YEAR ENDED OCTOBER 31,
                                           ---------------------------------------------------------------------------

                                             1995     1994      1993     1992     1991     1990     1989      1988    1987**
                                             ----     ----      ----     ----     ----     ----     ----      ----    ------
<S>                                        <C>      <C>      <C>      <C>       <C>      <C>      <C>       <C>       <C>   
Per share operating performance 
  (For a share outstanding
  throughout the period)
Net asset value, beginning of period...    $13.74   $13.67    $11.83   $11.33   $10.21   $11.33    $9.98    $8.63    $10.00
                                           ------   ------    ------   ------   ------   ------    -----    -----    ------
  Income (loss) from investment operations:
  Net investment income (loss).........      0.15(a)  0.12     0.11      0.17     0.33     0.56     0.33     0.08(a)   0.00(a)
  Net realized and unrealized gain (loss)    1.70     0.88     2.55      1.33     1.41    (0.90)    1.29     1.68     (1.37)
                                             ----     ----     ----      ----     ----    ------    ----     ----     ------
    Total from investment operations...      1.85     1.00     2.66      1.50     1.74    (0.34)    1.62     1.76     (1.37)
                                             ----     ----     ----      ----     ----    ------    ----     ----     ------
  Less distributions:
  Dividends from net investment income.     (0.11)   (0.14)   (0.16)    (0.36)   (0.51)   (0.37)   (0.06)   (0.02)      .00
  Distributions from net realized gains     (1.41)   (0.79)   (0.66)    (0.64)   (0.11)   (0.41)   (0.21)   (0.39)      .00
                                             -----   ------   ------    ------   ------   ------   ------   ------      ---
    Total Distributions................     (1.52)   (0.93)   (0.82)    (1.00)   (0.62)   (0.78)   (0.27)   (0.41)      .00
                                             ----    ------   ------    ------   ------   ------   ------   ------      ---
Change in net asset value for the period     0.33     0.07     1.84      0.50     1.12    (1.12)    1.35     1.35     (1.37)
                                             ----     ----     ----      ----     ----    ------    ----     ----     ------
Net asset value, end of period.........    $14.07   $13.74    $13.67   $11.83   $11.33   $10.21   $11.33    $9.98     $8.63
                                           ======   ======    ======   ======   ======   ======   ======    =====     =====
Total Return (b).......................     16.0%     7.7%    23.7%     14.9%    17.7%    (3.4)%   16.7%    21.1%    (13.70)%
Ratios/supplemental data:                                                              
  Net assets, end of period (000)......    $33,438  $29,140  $27,745  $19,496   $17,388  $13,377  $17,014   $15,515   $9,477
Ratio to average net assets of                                                            
Expenses...............................     1.54%(a)  1.54%     1.56%    1.74%    1.96%    1.61%   1.70%     2.09%(a)  2.50%(a)*
Ratio to average net assets of                                                                
Net investment income..................     1.07%     0.87%     0.96%    1.44%    3.38%    4.71%   2.86%     0.85%(a) (0.03)%(a)*
Portfolio turnover rate................       47%       52%       64%      89%      97%     125%     34%       65%       73%

</TABLE>

- ---------------------------


(a) Net of fees  waived  amounting  to 0.02%,  0.61% and  0.16% of  average  net
    assets, for the periods ended October 31, 1995, 1988 and 1987, respectively.

(b) Does not include maximum sales load of 4%.

 *  Annualized.

**  From commencement of operations, January 13, 1987.

                      THE TOCQUEVILLE FUND--CLASS B SHARES

                                            AUGUST 14, 1995 TO OCTOBER 31, 1995
                                           -------------------------------------


Per share operating performance 
  (For a share outstanding
  throughout the period)
Net asset value, beginning of period...          $14.68             
  Income (loss) from investment operations:      
  Net investment income (loss).........              --
  Net realized and unrealized gain (loss)        (0.67)
    Total from investment operations...          (0.67)
                                                 ------
  Less distributions:                            
  Dividends from net investment income.              --
  Distributions from net realized gains              --
    Total distributions................              --
Change in net asset value for the period         (0.67)
                                                 ------
Net asset value, end of period.........          $14.01
                                                 ======
Total return (c)......................           (4.56)%
Ratios/supplemental data:                        
  Net assets, end of period............            $191
Ratio to average net assets of                   
Expenses...............................              --
Ratio to average net assets of                   
Net investment income..................              --
Portfolio turnover rate................              --
                                           

- ---------------------------


(c) Does not include contingent deferred sales charge.  Not annualized.

                                       -8-



<PAGE>



             THE TOCQUEVILLE SMALL CAP VALUE FUND -- CLASS A SHARES


                                                                  PERIOD FROM
                                               YEAR ENDED        AUGUST 1, 1994
                                            OCTOBER 31, 1995 TO OCTOBER 31, 1994

Per share operating performance 
 (For a share outstanding
  throughout the period)
Net asset value, beginning of period..........        $10.22        $ 10.00
                                                      ------        -------

  Income (loss) from investment operations:
  Net investment income (loss)................         (0.05)(a)       0.02(a)
  Net realized and unrealized gain (loss).....          1.96           0.20
                                                    --------        -------
    Total from investment operations..........          1.91           0.22
                                                    --------        -------

  Less Distributions:
  Dividends from net investment income........         (0.03)          0.00
  Distributions from net realized gains.......         (0.19)          0.00
                                                    ---------       -------
    Total Distributions.......................         (0.22)          0.00
                                                    ---------       -------

Change in net asset value for the period......          1.69           0.22
                                                        ----         ------
Net asset value, end of period................        $11.91        $ 10.22
                                                      ======        =======

Total Return (b)..............................         19.22%          2.20%
Ratios/supplemental data:
  Net assets, end of period (000).............    $9,383             $ 6,755
Ratio to average net assets of
Expenses......................................          2.50%(a)       2.08%*(a)
Ratio to average net assets of
Net investment income.........................         (0.53)%         0.85%*
Portfolio turnover rate.......................         87.91%          9.40%

- -------------------

(a) Net of fees  waived  amounting  to 0.33% and 0.75% of average net assets for
    the periods ended October 31, 1995, and 1994, respectively.

(b) Does not include maximum sales load of 4%.

*   Annualized.



                                       -9-



<PAGE>



             THE TOCQUEVILLE SMALL CAP VALUE FUND -- CLASS B SHARES


                                                               PERIOD FROM
                                                             AUGUST 14, 1995
                                                           TO OCTOBER 31, 1995

Per share operating performance (For a share outstanding
  throughout the period)
Net asset value, beginning of period.........................     $12.35
                                                                  ------

  Income (loss) from investment operations:
  Net investment income (loss)...............................       --
  Net realized and unrealized gain (loss)....................      (0.48)
                                                                   ------
    Total from investment operations.........................      (0.48)
                                                                   ------

  Less Distributions:
  Dividends from net investment income.......................       --
  Distributions from net realized gains......................       --
    Total distributions......................................       --
Change in net asset value for the period.....................      (0.48)
                                                                   ------
Net asset value, end of period...............................     $11.87
                                                                  ======

Total Return (a).............................................      (3.89%)
Ratios/supplemental data:
  Net assets, end of period..................................     $192
Ratio to average net assets of
Expenses.....................................................       --
Ratio to average net assets of
Net investment income........................................       --
Portfolio turnover rate......................................       --



(a) Does not include contingent deferred sales charge.  Not annualized.

                                      -10-



<PAGE>



              THE TOCQUEVILLE ASIA-PACIFIC FUND(A)--CLASS A SHARES

<TABLE>
<CAPTION>
                                                                                                                 PERIOD FROM
                                            YEAR ENDED              YEAR ENDED             YEAR ENDED         NOVEMBER 12, 1991
                                         OCTOBER 31, 1995        OCTOBER 31, 1994       OCTOBER 31, 1993     TO OCTOBER 31, 1992
                                         ----------------        ----------------       ----------------     -------------------
<S>                                            <C>                     <C>                    <C>                   <C>   
Per share operating performance (For a
share outstanding
  throughout the period)
Net asset value, beginning of period..         $12.16                  $11.26                 $10.50                $10.00
                                               -------                  ------                 ------                ------
  Income (loss) from investment operations:
  Net investment income (loss)........          (0.01)(d)               (0.05)(d)              (0.21)                (0.07)(b)
  Net realized and unrealized gain (loss)       (1.39)                   1.45                   1.62                  0.57
                                                ------                   ----                   ----                  ----
    Total from investment operations..          (1.40)                   1.40                   1.41                  0.50
                                                ------                   ----                   ----                  ----
  Less Distributions:
  Dividends from net investment income           0.00                    0.00                   0.00                  0.00
  Distributions from net realized gains         (1.69)                  (0.50)                 (0.65)                (0.00)
                                                ------                   ----                   ----                  ----
    Total distributions...............          (1.69)                  (0.50)                 (0.65)                (0.00)
                                                ------                   ----                   ----                  ----
Change in net asset value for the period        (3.09)                   0.90                   0.76                  0.50
                                                ------                   ----                   ----                  ----
Net asset value, end of period........          $9.07                  $12.16                 $11.26                $10.50
                                                =====                  ======                 ======                ======
Total Return (e)......................         (11.63%)                 12.81%                 15.0%                  5.0%
Ratios/supplemental data:
  Net assets, end of period (000).....        $4,686                 $ 5,187                 $3,886                $ 1,898
Ratio to average net assets of
Expenses..............................           3.55%(f)                2.82%(d)               4.63%                 4.90%*(b)
Ratio to average net assets of
Net investment income loss............          (0.26)%(f)              (0.87)%(d)             (2.42)%               (0.73)%*(b)
Portfolio turnover rate...............         106%                       168%                216%(c)                 101%*

</TABLE>


*   Annualized.

(a) Effective  April 29, 1994,  The  Tocqueville  Euro-Pacific  Fund changed its
    investment  policies to invest primarily in the securities of issues located
    in Asia and the Pacific Basin. In addition, the name of the Fund was changed
    to The Tocqueville Asia-Pacific Fund.

(b) Net of fees waived amounting to 0.28% of average net assets,  for the period
    ended October 31, 1992.

(c) The portfolio  turnover rate doubled from the previous year because the Fund
    shifted  its asset  allocation  from  primarily  Hong Kong to several  other
    markets,  including Australia,  Singapore and Malaysia.  Notwithstanding the
    possibility  of  unforeseen  events that may require the movement of assets,
    the Fund  does not  anticipate  an  annual  turnover  rate of 200% in future
    years.

(d) Net of fees  waived  amounting  to 1.00% of average  net assets for the year
    ended October 31, 1994.

(e) Does not include maximum front-end sales load of 4.00%.

(f) Net of fees  waived  amounting  to 1.27% of average  net assets for the year
    ended October 31, 1995.




                                      -11-



<PAGE>



               THE TOCQUEVILLE ASIA-PACIFIC FUND - CLASS B SHARES

                                                              PERIOD FROM
                                                            AUGUST 14, 1995
                                                          TO OCTOBER 31, 1995
Per share operating performance (For a share outstanding
  throughout the period)
Net asset value, beginning of period......................         $9.35
                                                                   -----
  Income (loss) from investment operations:
  Net investment income (loss)............................          --
  Net realized and unrealized gain (loss).................         (0.32)
                                                                   ------
    Total from investment operations......................         (0.32)
                                                                   ------
  Less Distributions:                                               --
  Dividends from net investment income....................          --
  Distributions from net realized gains...................          --
    Total distributions...................................
Change in net asset value for the period..................         (0.32)
                                                                   ------
Net asset value, end of period............................         $9.03
                                                                   =====
Total Return (e)..........................................         (3.42%)
Ratios/supplemental data:
  Net assets, end of period...............................        $193
Ratio to average net assets of
Expenses..................................................          --
Ratio to average net assets of
Net investment income.....................................          --
Portfolio turnover rate...................................          --



- -----------------
(e) Does not include contingent deferred sales charge.  Not annualized.

                                      -12-



<PAGE>



                  THE TOCQUEVILLE EUROPE FUND -- CLASS A SHARES


                                                                  PERIOD FROM
                                              YEAR ENDED        AUGUST 1, 1994
                                          OCTOBER 31, 1995   TO OCTOBER 31, 1994

Per share operating performance 
  (For a share outstanding
  throughout the period)
Net asset value, beginning of period..........      $10.02        $ 10.00
                                                    -------       -------

  Income (loss) from investment operations:
  Net investment income (loss)................       10.01.(a)      (0.04)(a)
  Net realized and unrealized gain (loss).....        0.82           0.06
                                                    ------        -------
    Total from investment operations..........        0.81           0.02
                                                   -------        -------

  Less distributions:
  Dividends from net investment income........        --             0.00
  Distributions from net realized gains.......        --             0.00
                                                                  -------
    Total distributions.......................        --             0.00
                                                                  -------

Change in net asset value for the period......        0.81           0.02
                                                   -------        -------
Net asset value, end of period................      $10.83         $10.02
                                                    ======         ======

Total return (b)..............................        8.08%          0.20%
Ratios/supplemental data:
  Net assets, end of period (000).............      $6,270          $2,516
Ratio to average net assets of
Expenses......................................        4.43%(a)       6.18%(a)
Ratio to average net assets of
Net investment income.........................       (0.53)%        (2.47)%
Portfolio turnover rate.......................      109.48%          0.00%

- -------------------

(a) Net of fees  waived  amounting  to 1.28% and 1.00% of average net assets for
    the periods ended October 31, 1995, and 1994, respectively.

(b) Does not include maximum front-end sales load of 4%.

*   Annualized.


                                      -13-



<PAGE>



                  THE TOCQUEVILLE EUROPE FUND -- CLASS B SHARES

                                                                 PERIOD FROM
                                                               AUGUST 14, 1995
                                                             TO OCTOBER 31, 1995
Per share operating performance (For a share outstanding
  throughout the period)
Net asset value, beginning of period.......................        $10.93
                                                                   ------

  Income (loss) from investment operations:
  Net investment income (loss).............................          --
  Net realized and unrealized gain (loss)..................         (0.12)
                                                                    ------
    Total from investment operations.......................         (0.12)
                                                                    ------

  Less Distributions:
  Dividends from net investment income.....................          --
  Distributions from net realized gains....................          --
    Total distributions....................................          --

Change in net asset value for the period...................         (0.12)
                                                                    ------
Net asset value, end of period.............................        $10.81
                                                                   ======

Total Return (a)...........................................         (1.10%)
Ratios/supplemental data:
  Net assets, end of period................................          $198
Ratio to average net assets of
Expenses...................................................           --
Ratio to average net assets of
Net investment income......................................           --
Portfolio turnover rate....................................           --



(a) Does not include contingent deferred sales charge.  Not annualized.



                                      -14-



<PAGE>



                THE TOCQUEVILLE GOVERNMENT FUND -- CLASS A SHARES



                                                                 PERIOD FROM
                                                               AUGUST 14, 1995
                                                             TO OCTOBER 31, 1995
Per share operating performance (For a share outstanding
  throughout the period)
Net asset value, beginning of period.......................        $10.00
                                                                   ------
  Income (loss) from investment operations:
  Net investment income (loss).............................          0.05(a)
  Net realized and unrealized gain (loss)..................          0.05
                                                                     ----
    Total from investment operations.......................          0.10
  Less Distributions:
  Dividends from net investment income.....................         (0.05)
  Distributions from net realized gains....................             -
                                                                     ----
    Total distributions....................................         (0.05)
                                                                    ------
Change in net asset value for the period...................          0.05
                                                                     ----
Net asset value, end of period (000).......................        $10.05
                                                                   ======
Total Return (b)...........................................          6.26%*
Ratios/supplemental data:
  Net assets, end of period................................       $6,506
Ratio to average net assets of
Expenses...................................................          2.74%(a)
Ratio to average net assets of
Net investment income......................................          3.08%*
Portfolio turnover rate....................................          0.00


- ---------------------------


(a) Net of fees waived amounting to 0.77% of average net assets,  for the period
    ended October 31, 1995.

(b) Does not include maximum front-end sales load of 4%

*   Annualized.


                                      -15-



<PAGE>



                THE TOCQUEVILLE GOVERNMENT FUND -- CLASS B SHARES


                                                                PERIOD FROM
                                                              AUGUST 14, 1995
                                                            TO OCTOBER 31, 1995
Per share operating performance (For a share outstanding
  throughout the period)
Net asset value, beginning of period........................          $9.97
                                                                      -----
  Income (loss) from investment operations:
  Net investment income (loss)..............................           0.04
  Net realized and unrealized gain (loss)...................           0.08
                                                                     ------
  Total from investment operations..........................           0.12
                                                                    -------
  Less distributions:
  Dividends from net investment income......................          (0.04)
  Distributions from net realized gains.....................             -
                                                                     ------
    Total distributions.....................................          (0.04)
                                                                      ------
Change in net asset value for the period....................          (0.08)
                                                                      ------
Net asset value, end of period..............................         $10.05
                                                                     ======
Total return (a)............................................           8.42%*
Ratios/supplemental data:
  Net assets, end of period.................................        $201
Ratio to average net assets of
Expenses....................................................            --
Ratio to average net assets of
Net investment income.......................................            --
Portfolio turnover rate.....................................            --


- --------------------
(a) Does not include contingent deferred sales charge.

* Annualized.


                             PERFORMANCE CALCULATION

         Each Fund  calculates  performance  on a total return basis for various
periods.  The total return basis combines changes in principal and dividends and
distributions for the periods shown, as well as the deduction of all charges and
expenses.  The total return basis for Class A shares  reflects the  deduction of
the maximum  initial sales charge at the time of purchase,  and the total return
basis  for Class B shares  reflects  the  deduction  of the  maximum  contingent
deferred sales charge upon  redemption of shares held for the period.  Principal
changes are based on the difference  between the beginning and closing net asset
value for the period.  Calculations  assume  reinvestment  of all  dividends and
distributions  paid by each Fund.  Dividends and  distributions are comprised of
net investment and net realized capital gains, respectively.

         Performance  will  vary  from  time to time  and past  results  are not
necessarily representative of future results. A shareholder should remember that
performance  is a function of portfolio  management  in  selecting  the type and
quality of portfolio securities and is affected by operating expenses.

         Comparative  performance  information  may be used from time to time in
the  advertising  or  marketing  of  each  Fund's  Class A and  Class B  shares,
including data from Lipper  Analytical  Services,  Inc. and  Morningstar  Mutual
Funds. Such comparative performance information will be stated in the same terms
in which the comparative data and indices are stated.  All  advertisements  of a
Fund will disclose the maximum sales charge (including deferred sales charge) to
which investments in shares of the Fund may be subject.


                                      -16-



<PAGE>



         The Tocqueville Government Fund will provide 30-day "yield" quotations.
The  "yield"  quotations  of the Fund  will be  based  upon a  hypothetical  net
investment  income  earned  by the Fund over a thirty  day or one  month  period
(which  period  shall be stated in any  advertisement  or  communication  with a
shareholder).  The  "yield" is then  "annualized"  by  assuming  that the income
generated  over the period will be generated  over a one year period.  A "yield"
quotation,  unlike a total rate of return quotation, does not reflect changes in
net asset value.

                    INVESTMENT OBJECTIVE, POLICIES AND RISKS

THE TOCQUEVILLE FUND

         The investment  objective of The Tocqueville Fund is long-term  capital
appreciation.  Toward  this  end the Fund  invests  in a  diversified  portfolio
consisting of common stocks of United States  companies  that are  considered by
the Investment  Advisor to be out of favor and  undervalued in relation to their
potential growth or earning power. Generally,  stocks which have under performed
market indices such as Standard & Poor's  Composite  Index for at least one year
and  companies  which have a  historically  low stock  price in relation to such
factors as sales,  potential earnings or underlying assets will be considered by
the Investment  Advisor to be out of favor. The Investment  Advisor searches for
companies  based on its  judgment of relative  value and growth  potential.  The
potential  growth  and  earning  power of a  company  will be  evaluated  by the
Investment  Advisor  either on the basis of past  growth and  profitability,  as
reflected  in  their  financial  statements,  or  on  the  Investment  Advisor's
conclusion that the company has achieved  better results than similar  companies
in a depressed  industry  which the  Investment  Advisor  believes  will improve
within the next two years.  There is no assurance that the Investment  Advisor's
evaluation will be accurate in its selection of stocks for the Fund's  portfolio
or that the Fund's  objective will be achieved.  If the stocks in which the Fund
invests never attain their  perceived  potential or the valuation of such stocks
in the marketplace does not in fact reflect  significant  undervaluation,  there
may be little or no appreciation or a depreciation in the value of such stocks.

         The Fund may  invest up to 25% of its total  assets in common  stock of
foreign  companies  which are traded in the United  States or purchase  American
Depository  Receipts  (ADR's).  The Fund also may  invest up to 10% of its total
assets in gold bullion from U.S. institutions.  Gold bullion assists the Fund in
its goal of capital appreciation because the price of gold bullion tends to rise
during periods of economic or political  instability.  In addition, the Fund may
invest  up to 5% of its net  assets  in  repurchase  agreements  which are fully
collateralized  by  obligations  of  the  U.S.  Government  or  U.S.  Government
agencies.  The  Fund  may  also  invest  up to 5% of its  total  assets  in debt
instruments  convertible  into common  stock.  The Fund may,  from time to time,
borrow up to 10% of the  value of its  total  assets  from  banks at  prevailing
interest rates as a temporary measure for  extraordinary or emergency  purposes.
The Fund may not purchase  securities while borrowings exceed 5% of the value of
its total assets.

         Special  Considerations.  The Investment Advisor will manage the Fund's
portfolio to assure that the Fund will not acquire or dispose of gold bullion if
such  acquisition  or  disposition  would risk the Fund's  status as a regulated
investment  company under the Internal Revenue Code. In general,  the Fund could
fail to qualify as a  regulated  investment  company if the Fund  derived 10% or
more of its gross  income  from gains from sales or other  dispositions  of gold
bullion.  The  Fund  may be  required  to  make  less  than  optimal  investment
decisions, including foregoing the opportunity to realize gains, if necessary to
permit the Fund to qualify as a regulated  investment company. In addition,  the
Fund's  investments in gold bullion subject the Fund to the following risks: the
price of gold  bullion may be subject to wide  fluctuation;  the market for gold
bullion is relatively  limited;  the sources of gold bullion are concentrated in
countries with potential instability;  and currently the market for gold bullion
is  unregulated.  Investments  in gold  bullion  will  cause  the  Fund to incur
additional costs for insurance, shipping and storage.

THE TOCQUEVILLE SMALL CAP VALUE FUND

         The  Tocqueville  Small  Cap  Value  Fund's  investment   objective  is
long-term capital  appreciation  primarily through  investments in securities of
small  capitalization  United States issuers.  While the Fund expects to receive
some dividends and interests from its portfolio  investments,  income generation
is only an incidental  objective of the Fund.  In the pursuit of its  objective,
the Fund intends to invest substantially all and normally no less than 65% of

                                      -17-



<PAGE>



its total assets in a diversified portfolio consisting of common stocks of small
capitalization  United States  companies  that are  considered by the Investment
Advisor to be strong proprietary  businesses,  to be either out of favor or less
well known in the  financial  community,  or to be  undervalued  in  relation to
either their potential long-term growth or earning power.  Companies with market
capitalizations   of  less  than  $1   billion   are  deemed  to  have  a  small
capitalization and to be generally less well known. Generally, stocks which have
underperformed  market indices such as the Standard & Poor's Composite Index for
at least one year and  companies  which have a  historically  low stock price in
relation to such factors as sales,  potential earnings or underlying assets will
be considered by the Investment  Advisor to be out of favor.  Strong proprietary
businesses  generally  have  some  but  not  necessarily  all of  the  following
characteristics:  capable management; good finances; strong manufacturing; broad
distribution; and, lastly, products which are somewhat differentiated from their
competitors.

         The Investment  Advisor will identify  companies  that are  undervalued
based on its  judgment  of  relative  value and  growth  potential.  The  growth
potential  and earning  power of a company will be  evaluated by the  Investment
Advisor  on the basis of past  growth and  profitability,  as  reflected  in its
financial  statements,  on the basis of potential  new products  resulting  from
research and development  spending,  or on the Investment  Advisor's  conclusion
that the company  has  achieved  better  results  than  similar  companies  in a
depressed industry which the Investment Advisor believes will improve within the
next two years. There is no assurance that the Investment  Advisor's  evaluation
will be accurate in its selection of stocks for the Fund's portfolio or that the
Fund's objective will be achieved. If the stocks in which the Fund invests never
attain  their  perceived  potential  of if the  valuation  of such stocks in the
marketplace does not in fact reflect  significant  undervaluation,  there may be
little or no  appreciation  or,  instead,  a  depreciation  in the value of such
stocks.

         The Fund may  invest up to 25% of its total  assets in common  stock of
foreign  companies  which are traded in the United  States or purchase  American
Depository  Receipts (ADR's).  The Fund also may invest: (1) up to 5% of its net
assets  in  repurchase   agreements  which  are  fully  collateralized  by  U.S.
Government  obligations or obligations of its agencies or instrumentalities,  or
short-term  money  market  securities;  and (2) up to 10% of its total assets in
investment grade debt  instruments  convertible into common stock. The Fund may,
from time to time,  borrow up to 10% of the value of its total assets from banks
at  prevailing  interest  rates as a  temporary  measure  for  extraordinary  or
emergency  purposes.  The  Fund,  however,  may not  purchase  securities  while
borrowings exceed 5% of the value of its total assets.

         Special Considerations.  An investor should be aware that investment in
small  capitalization   issuers  carry  more  risks  than  issuers  with  market
capitalization  greater  than $1 billion.  Generally,  small  companies  rely on
limited product lines,  financial  resources,  and business  activities that may
make them more susceptible to setbacks or downturns.  In addition,  the stock of
such companies may be more thinly traded. Accordingly,  the performance of small
capitalization issuers may be more volatile.

THE TOCQUEVILLE ASIA-PACIFIC FUND AND THE TOCQUEVILLE EUROPE FUND

         THE  TOCQUEVILLE  ASIA-PACIFIC  FUND. The  investment  objective of The
Tocqueville  Asia-Pacific Fund is long-term capital appreciation consistent with
preservation of capital primarily  through  investments in securities of issuers
located in Asia and the Pacific Basin.  While the Investment  Advisor may invest
the  Fund's  assets in  securities  of  issuers  in any  country,  under  normal
conditions  at least 65% of the Fund's total assets will be invested in Asia and
the Pacific Basin countries.  Pacific Basin countries are Australia,  Hong Kong,
Indonesia,  Japan, Malaysia, New Zealand, Republic of Korea, Singapore,  Taiwan,
Thailand  and the  Philippines.  Asian  countries  are  India  and the  People's
Republic  of China,  which is  accessed  through  Pacific  Basin  countries  (as
described above),  most notably Hong Kong. The Investment  Advisor believes that
it will usually have assets  invested in most of the  countries  located in Asia
and the Pacific Basin; however,  under normal market conditions the Fund will be
invested in a minimum of five countries.  Investments  will not normally be made
in  securities of issuers  located in the United States or Canada.  The Fund may
from time to time  borrow  money in an amount up to 5% of its total  assets from
banks for temporary or emergency  purposes or to meet  redemptions and pledge up
to 10% of its  assets  for such  borrowings.  The Fund  may,  from time to time,
borrow up to 10% of the  value of its  total  assets  from  banks at  prevailing
interest rates as a temporary measure for  extraordinary or emergency  purposes.
The Fund may not purchase  securities while borrowings exceed 5% of the value of
its total assets.

                                      -18-



<PAGE>




         THE   TOCQUEVILLE   EUROPE  FUND.  The  investment   objective  of  The
Tocqueville  Europe  Fund is  long-term  capital  appreciation  consistent  with
preservation of capital primarily  through  investments in securities of issuers
located in Europe.  While the Investment Advisor may invest the Fund's assets in
securities  of issuers in any country,  under normal  conditions at least 65% of
the Fund's  total  assets  will be invested in Europe.  European  countries  are
Austria,  Belgium,  Denmark, England, Finland, France, Germany, Greece, Ireland,
Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and
Turkey.  The  Investment  Advisor  believes  that it will  usually  have  assets
invested  in most of the  countries  of Europe;  however,  under  normal  market
conditions the Fund will be invested in a minimum of five countries. Investments
will not normally be made in securities of issuers  located in the United States
or Canada.  The Fund may from time to time borrow money in an amount up to 5% of
its total  assets  from banks for  temporary  or  emergency  purposes or to meet
redemptions  and pledge up to 10% of its assets  for such  borrowings.  The Fund
may,  from time to time,  borrow up to 10% of the value of its total assets from
banks at prevailing  interest rates as a temporary  measure for extraordinary or
emergency purposes. The Fund may not purchase securities while borrowings exceed
5% of the value of its total assets.

   INVESTMENT POLICIES AND RISKS CONCERNING THE TOCQUEVILLE ASIA-PACIFIC FUND
                         AND THE TOCQUEVILLE EUROPE FUND

         The Tocqueville  Asia-Pacific Fund and The Tocqueville  Europe Fund may
invest in all types of securities,  most of which will be denominated in foreign
currencies. Since opportunities for long-term growth are primarily expected from
equity  securities,  each Fund will  normally  invest  substantially  all of its
assets  in such  securities,  including  common  stock,  investment  grade  debt
convertible  into common stock,  depository  receipts for these  securities  and
warrants. Each Fund may, however, invest in preferred stock and investment grade
debt securities if the Investment Advisor believes that the capital appreciation
available from an investment in such securities will equal or exceed the capital
appreciation  available  from an  investment in equity  securities.  Each Fund's
objective  is capital  appreciation,  placing  emphasis on dividends or interest
income only when it believes that such income will have a favorable influence on
the market value of a security.

         All  common  stock in which each Fund will  invest  will be listed on a
foreign  stock  exchange or traded in an  over-the-counter  market.  There is no
minimum  capitalization  requirement for a security to be eligible for inclusion
in a Fund's portfolio. Each Fund will generally purchase securities of medium to
large size  companies in the principal  international  markets,  although it may
purchase securities of companies which have a lower market capitalization on the
smaller regional markets.

         By investing in foreign securities, the Investment Advisor will attempt
to take  advantage of differences  between  economic  trends and  performance of
securities  markets in various  countries.  When  allocating  investments  among
individual countries, the Investment Advisor will consider various criteria that
in its view are deemed  relevant based on its  experience,  such as the relative
economic  growth  potential  of the various  economies  and the  performance  of
securities  markets in the  region,  expected  levels of  inflation,  government
policies  influencing   business  conditions,   and  the  outlook  for  currency
relationships.  To date,  the market values of securities of issuers  located in
different countries have moved relatively independently of each other and during
certain periods the return on equity  investments in some countries has exceeded
the return on similar  investments in the United States.  The Investment Advisor
believes  that, in comparison  with  investment  companies  investing  solely in
domestic securities,  it may be possible to obtain significant appreciation from
a portfolio of foreign  investments and also achieve increased  diversification.
Each Fund will gain  increased  diversification  by  combining  securities  from
various markets that offer different  investment  opportunities and are affected
by different economic trends.  International  diversification reduces the effect
that events in any one country will have on a Fund's entire investment holdings.
Of course,  a decline in the value of a Fund's  investments  in one  country may
offset potential gains from investments in another country.

THE TOCQUEVILLE GOVERNMENT FUND

         The Tocqueville  Government Fund's  investment  objective is to provide
high current income  consistent  with the maintenance of principal and liquidity
through investments in obligations issued or guaranteed by the U.S.

                                      -19-



<PAGE>



Treasury,  agencies of the U.S. Government or  instrumentalities  that have been
established or sponsored by the U.S. Government.

         In pursuit of its objective, the Fund intends to invest at least 85% of
its assets in short and intermediateterm securities backed by the full faith and
credit of the U.S.  Government.  Also, at least 65% of the Fund's assets will be
invested in U.S. Treasury bills,  notes and bonds. The  dollar-weighted  average
maturity of the Fund is expected to range from 0 to 12 years.

         The balance of the Fund's assets may be invested in obligations  issued
or  guaranteed  by the  U.S.  Treasury,  agencies  of  the  U.S.  Government  or
instrumentalities   that  have  been   established  or  sponsored  by  the  U.S.
Government,   as  well  as  in  repurchase  agreements  collateralized  by  such
securities. The Fund may also invest in bond (interest rate) futures and options
to a limited extent.

         The Fund may  invest  up to 20% of its  assets in  Government  National
Mortgage  Association  pass-through  certificates  ("GNMA").  GNMA  pass-through
certificates are  mortgage-backed  securities  representing  part ownership of a
pool of mortgage loans. Monthly mortgage payments of both interest and principal
"pass through" from homeowners to certificate  investors,  such as the Fund. The
Fund reinvests the principal  portion in additional  securities and  distributes
the  interest  portion  as  income  to the  Fund's  shareholders.  Under  normal
circumstances, GNMA certificates are expected to provide higher yields than U.S.
Treasury securities of comparable maturity.

         The mortgage loans underlying GNMA certificates--issued by lenders such
as mortgage bankers,  commercial  banks, and savings and loan  associations--are
either insured by the Federal Housing  Administration (FHA) or guaranteed by the
Veterans  Administration (VA). Each pool of mortgage loans must also be approved
by GNMA, a U.S. Government corporation within the U.S. Department of Housing and
Urban  Development.  Once GNMA  approval  is  obtained,  the  timely  payment of
interest and  principal on each  underlying  mortgage  loan is guaranteed by the
"full faith and credit" of the U.S. Government.

         Although stated maturities on GNMA certificates generally range from 25
to 30 years,  effective  maturities are usually shorter due to the prepayment of
the underlying mortgages by homeowners. On average, GNMA certificates are repaid
within 12 years and so are classified as intermediate-term securities.

         The Fund also may  invest up to 15% of its assets in: (i) fixed rate or
adjustable rate  mortgage-backed  securities issued or guaranteed by the Federal
National  Mortgage  Association  ("FNMA")  and the  Federal  Home Loan  Mortgage
Corporation ("FHLMC"), and (ii) collateralized mortgage obligations ("CMOs").

         FNMA mortgage  securities are pass-through  mortgage-backed  securities
that are  issued  by FNMA,  a U.S.  Government  sponsored  corporation  owned by
private  stockholders.  FNMA  mortgage  securities  are  guaranteed as to timely
payment of  principal  and interest by FNMA but are not backed by the full faith
and credit of the U.S.
Government.

         FHLMC mortgage securities are mortgage-backed  securities  representing
interests  in  residential  mortgage  loans pooled by FHLMC,  a U.S.  Government
sponsored  corporation.  FHLMC  mortgage  securities are guaranteed as to timely
payment of interest and ultimate  collection  of principal but are not backed by
the full faith and credit of the U.S. Government.

         CMOs are mortgage  securities that are  collateralized  by the original
mortgage  loan or mortgage  pass-through  security and redirect the cash flow of
such loan or  pass-through  security to the  individual  bond holders.  The cash
flows may show very  different  market  characteristics  than the original  loan
depending  on how the CMO is  structured.  The Fund may only invest in CMOs that
are backed by the full faith and  credit of the U.S.  Government,  FNMA or FHLMC
and are determined not to be "high-risk"  under guidelines issued by the Federal
Financial  Institutions  Examination Council ("FFIEC").  The test established by
FFIEC determines  whether  additional  capital is required by the institution to
cover potential  market risk. In order to qualify as an eligible  investment,  a
CMO must meet each of the  following  criteria:  (i) the  weighted  average life
("WAL")  is under 10 years;  (ii) the WAL  cannot  shorten  more than 6 years or
lengthen more than 4 years in a 300 basis point interest rate movement;

                                      -20-



<PAGE>



and (iii) the price cannot move more than 17% in a 300 basis point interest rate
movement. FFIEC requires independent verification of this test.

         Special  Considerations.  Shares  of the Fund are  neither  insured  or
guaranteed  by  the  U.S.  Government  or  its  agencies  or  instrumentalities.
Moreover,  the net asset value of the shares of an open-end  investment  company
such as the Fund,  which  invests  in fixed  income  securities,  changes as the
general levels of interest rates fluctuate. When interest rates decline, the net
asset value of the Fund can be expected to rise. Conversely, when interest rates
rise,  the net  asset  value of the  Fund can be  expected  to  decline  and the
expected  maturity of its mortgaged backed  securities may increase,  which will
have the effect of increasing the duration of the Fund's portfolio, resulting in
greater price volatility and investment risk.

The  investment  policies of the Fund would allow up to 35% of its net assets to
be invested  in  mortgage-backed  securities,  such as GNMA  certificates,  FNMA
mortgage  securities,   FHLMC  mortgage  securities,   and  CMOs.  Unlike  other
government  securities,  mortgage-backed  securities  are subject to "prepayment
risk"  and  "extensions  risk".  Prepayment  risk is the  possibility  that,  as
interest  rates  fall,  homeowners  are more  likely  to  refinance  their  home
mortgages, thereby repaying the principal prior to the scheduled payment date to
the holders of the  securities.  The Fund must then  reinvest the  unanticipated
principal in government or agency securities,  at a time when interest rates are
falling. Prepayment risk has two important effects on the Fund:

         o        When interest rates fall and additional mortgage payments must
                  be reinvested at lower interest rates,  the income of the Fund
                  will be reduced; and

         o        When interest rates fall, prices on mortgage-backed securities
                  will not rise as much as comparable  Treasury  bonds,  as bond
                  market   investors   anticipate   an   increase   in  mortgage
                  prepayments and a likely decline in income.

Extension risk is the possibility  that, as interest rates rise,  prepayments of
mortgages will decrease,  thereby increasing the expected duration of the Fund's
mortgage-backed  securities.  As the duration of a mortgage security  increases,
its market value decreases at an accelerating rate. Accordingly,  in an upwardly
moving interest rate environment, mortgage-backed securities may depreciate more
quickly than other types of debt instruments.

An investor in the Fund should carefully consider the affects of prepayment risk
and extension risk created by large exposures to mortgage-backed securities when
comparing this Fund to other government funds.


             ADDITIONAL INVESTMENT POLICIES AND RISK CONSIDERATIONS

REPURCHASE AGREEMENTS

         Each Fund may enter into repurchase  agreements  subject to resale to a
bank or dealer at an agreed upon price which  reflects a net  interest  gain for
the Fund. Each Fund will receive  interest from the  institution  until the time
when the repurchase is to occur.

         A  Fund  will  always  receive   collateral  (i.e.,   U.S.   Government
obligations or obligations of its agencies or  instrumentalities,  or short-term
money  market  securities)  acceptable  to it whose  market value is equal to at
least 100% of the amount  invested by the Fund,  and the Fund will make  payment
for such  securities  only upon the physical  delivery or evidence of book entry
transfer to the account of its custodian.  If the seller  institution  defaults,
the Fund might incur a loss or delay in the realization of proceeds if the value
of the collateral securing the repurchase  agreement declines and the Fund might
incur  disposition  costs in liquidating the  collateral.  Each Fund attempts to
minimize such risks specifying the required value of the underlying  collateral.
The Funds will not invest in repurchase  agreements with maturities in excess of
seven days.


                                      -21-



<PAGE>



ILLIQUID SECURITIES

         Each Fund will not invest  more than 10% of its net assets in  illiquid
securities,  including repurchase  agreements with maturities in excess of seven
days.

RESTRICTED SECURITIES

         Each Fund may invest in securities  that are subject to restrictions on
resale  because they have not been  registered  under the Securities Act of 1933
(the  "1933  Act").  These  securities  are  sometimes  referred  to as  private
placements.   Although  securities  which  may  be  resold  only  to  "qualified
institutional  buyers" in accordance  with the provisions of Rule 144A under the
1933 Act are technically considered "restricted  securities," the Funds may each
purchase Rule 144A securities without regard to the limitation on investments in
illiquid  securities  described  above  in the  "Illiquid  Securities"  section,
provided  that a  determination  is made  that  such  securities  have a readily
available trading market. The Investment Advisor will determine the liquidity of
Rule 144A  securities  under the  supervision of the Trustees of the Funds.  The
liquidity of Rule 144A securities  will be monitored by the Investment  Advisor,
and if as a result of  changed  conditions,  it is  determined  that a Rule 144A
security is no longer liquid,  a Fund's holdings of illiquid  securities will be
reviewed to determine  what, if any,  action is required to assure that the Fund
does not exceed its applicable percentage limitation for investments in illiquid
securities.

TEMPORARY INVESTMENTS

         The  Tocqueville  Fund,  The  Tocqueville  Small  Cap Value  Fund,  The
Tocqueville  Asia-Pacific Fund, and The Tocqueville Europe Fund do not intend to
engage in  short-term  trading on an  ongoing  basis.  Current  income is not an
objective of the Funds,  and any current income derived from a Fund's  portfolio
will be incidental.  However, when in the Investment Advisor's opinion, economic
or market conditions warrant a temporary defensive  position,  a Fund may invest
up to 100% of its assets in U.S.  Government  securities such as Treasury bills,
notes and bonds;  cash; or  certificates  of deposit,  time  deposits,  bankers'
acceptances and other  short-term debt  instruments.  It is anticipated that the
annual  turnover  rate for each Fund  should not exceed  150%.  A higher rate of
portfolio turnover will result in higher transaction costs,  including brokerage
commissions.  Also, to the extent that higher  portfolio  turnover  results in a
higher rate of net realized  capital gains to a Fund,  the portion of the Fund's
distributions constituting taxable capital gains may increase.

INVESTMENTS IN DEBT SECURITIES

         With respect to The Tocqueville Small Cap Value Fund's, The Tocqueville
Asia-Pacific  Fund's,  and The  Tocqueville  Europe  Fund's  investment  in debt
securities,  there is no  requirement  that all  such  securities  be rated by a
recognized  rating  agency.  However,  it  is  the  policy  of  each  Fund  that
investments in debt securities,  whether rated or unrated,  will be made only if
they are, in the opinion of the  Investment  Advisor,  of equivalent  quality to
"investment  grade"  securities.  "Investment  grade" securities are those rated
within the four  highest  quality  grades as  determined  by  Moody's  Investors
Service,  Inc.  ("Moody's")  or  Standard  &  Poor's  Corporation  ("Standard  &
Poor's").  Securities  rated Aaa by  Moody's  and AAA by  Standard  & Poor's are
judged  to be of the  best  quality  and  carry  the  smallest  degree  of risk.
Securities  rated Baa by Moody's and BBB by Standard & Poor's lack high  quality
investment  characteristics  and, in fact, have speculative  characteristics  as
well. Debt securities are  interest-rate  sensitive,  therefore their value will
tend to decrease when interest rates rise and increase when interest rates fall.
Such increase or decrease in value of longer-term  debt  instruments as a result
of interest  rate movement will be larger than the increase or decrease in value
of shorter-term debt instruments.

INVESTMENTS IN OTHER INVESTMENT COMPANIES

         The  Tocqueville  Small Cap Value Fund,  The  Tocqueville  Asia-Pacific
Fund, and The Tocqueville Europe Fund may invest in other investment  companies.
As a shareholder in an investment  company,  a Fund would bear its ratable share
of that investment company's expenses, including its advisory and administration
fees.  The  Investment  Advisor  has  agreed to waive its  management  fees with
respect to the portion of a Fund's assets invested in shares of other investment
companies.

                                      -22-



<PAGE>




SHORT SALES

         The Tocqueville Fund and The Tocqueville  Small Value Cap Fund will not
make short sales of securities or maintain a short position unless, at all times
when a short position is open, the Fund owns an equal amount of such  securities
or securities  convertible into or exchangeable,  without payment of any further
consideration,  for securities of the same issue as, and equal in amount to, the
securities  sold short.  This a technique  known as selling  short  "against the
box." Such a transaction  serves to defer a gain or loss for Federal  income tax
purposes.

OPTIONS TRANSACTIONS

         The Tocqueville  Asia-Pacific Fund and The Tocqueville  Europe Fund may
purchase put and call options on  securities  and on stock indices to attempt to
hedge a Fund's portfolio and to increase the Fund's total return.  Each Fund may
purchase call options when, in the opinion of the Investment Advisor, the market
price of the  underlying  security  or index will  increase  above the  exercise
price.  Each Fund may purchase put options when the Investment  Advisor  expects
the market  price of the  underlying  security  or index to  decrease  below the
exercise price. When a Fund purchases a call option it will pay a premium to the
party writing the option and a commission to the broker  selling the option.  If
the option is exercised by a Fund,  the amount of the premium and the commission
paid may be greater than the amount of the  brokerage  commission  that would be
charged if the security were to be purchased directly.

         Each Fund may purchase  puts and calls on foreign  currencies  that are
traded on a securities  or  commodities  exchange or quoted by major  recognized
dealers in such options for the purpose of  protecting  against  declines in the
dollar value of foreign  securities and against  increases in the dollar cost of
foreign securities to be acquired. If a decline in the dollar value of a foreign
currency  is  anticipated,   the  decline  in  value  of  portfolio   securities
denominated in that currency may be partially  offset by purchasing puts on that
foreign  currency.  If a rise is  anticipated  in the dollar  value of a foreign
currency in which securities to be acquired are denominated,  the increased cost
of such securities may be partially  offset by purchasing  calls on that foreign
currency.  However,  in the  event  of rate  fluctuations  adverse  to a  Fund's
position,  it would lose the premium it paid and  transactions  costs. The Funds
are not purchasing  options on foreign  currency  futures  contracts or entering
foreign currency future contracts. This discussion is a general summary. See the
Statement of  Additional  Information  for  information  concerning  each Fund's
options transactions and strategies.

FUTURES AND OPTIONS ON FUTURES TRANSACTIONS

         The Tocqueville  Government Fund may enter into futures contracts which
provide for the future  acquisition  or delivery of fixed income  securities  or
which are based on indexes of fixed income securities. This investment technique
is designed only to hedge against  anticipated  future changes in interest rates
which otherwise might either  adversely affect the value of the Fund's portfolio
securities or adversely  affect the prices of long-term bonds which are intended
to be purchased at a later date. If interest rates move in an unexpected manner,
the Fund will not achieve the full anticipated  benefits of futures contracts or
may realize a loss. The Fund may also purchase options on futures  contracts for
hedging purposes.

         Although  the Fund is  permitted  to engage in the purchase and sale of
futures  contracts and options thereon solely for hedging  purposes,  the use of
such  instruments does involve certain  transaction  costs and risks. The Fund's
ability  effectively  to  hedge  all  or a  portion  of  its  portfolio  through
transactions  in  futures,  options on  futures  or  options on related  indexes
depends on the degree to which movements in the value of the securities or index
underlying such hedging instrument  correlate with movements in the value of the
relevant portion of the Fund's portfolio.  The trading of futures and options on
indexes involves the additional risk of imperfect  correlation between movements
in the futures or option price and the value of the underlying index.  While the
Fund will  establish a future or option  position  only if there appears to be a
liquid secondary  market therefor,  there can be no assurance that such a market
will exist for any particular  futures or option  contract at any specific time.
In such event,  it may not be possible to close out a position held by the Fund,
which could require the Fund to purchase or sell the  instrument  underlying the
position,  make or receive a cash settlement,  or meet ongoing  variation margin
requirements.  Investments in futures  contracts on fixed income  securities and
related indexes involve the risk that

                                      -23-



<PAGE>



if the  Investment  Adviser's  judgment  concerning  the  general  direction  of
interest rates is incorrect,  the Fund's overall  performance may be poorer than
if it had not entered into any such contract.

WRITING COVERED CALL OPTION CONTRACTS

         The  Tocqueville  Government Fund may write (sell) covered call options
in order to hedge against  changes in the market value of the Fund's  securities
caused by fluctuating interest rates. The Tocqueville  Asia-Pacific Fund and The
Tocqueville  Europe Fund may write  covered call options on  securities or stock
indices,  but will not write  such  options if  immediately  after such sale the
aggregate  value of the obligations  under the outstanding  options would exceed
25% of the Fund's net assets.  A call option is  "covered"  if the Fund owns the
underlying  security  covered by the call. The Funds will not write covered call
option contracts for speculative purposes.

         When a covered call option expires  unexercised,  the writer realizes a
gain in the  amount of the  premium  received.  If the  covered  call  option is
exercised,  the writer  realizes either a gain or loss from the sale or purchase
of the  underlying  security with the proceeds to the writer being  increased by
the amount of the premium. Any gain or loss from such transaction will depend on
whether the amount paid is more or less than the premium received for the option
plus related transaction costs.

         Risks associated with writing covered call option contracts are similar
to the risks discussed in the section concerning "Futures and Options on Futures
Transactions," above.

RISKS ASSOCIATED WITH FOREIGN INVESTMENTS

         GENERAL.  Consistent with their  respective  investment  objectives and
policies,  The  Tocqueville  Fund and The  Tocqueville  Small Cap Value Fund may
invest indirectly in foreign assets through ADR's, which are certificates issued
by U.S. banks  representing the right to receive  securities of a foreign issuer
deposited  with  that  bank  or  a  correspondent   bank,  and  The  Tocqueville
Asia-Pacific  Fund and The  Tocqueville  Europe Fund may directly or  indirectly
invest in  securities of foreign  issuers.  Direct and indirect  investments  in
securities  of foreign  issuers  may  involve  risks that are not  present  with
domestic  investments  and  there  can be no  assurance  that a  Fund's  foreign
investments  will  present  less risk than a portfolio  of domestic  securities.
Compared to United States  issuers,  there is generally less publicly  available
information about foreign issuers and there may be less governmental  regulation
and  supervision  of foreign  stock  exchanges,  brokers  and listed  companies.
Foreign issuers are not generally  subject to uniform  accounting,  auditing and
financial reporting  standards,  practices and requirements  comparable to those
applicable  to domestic  issuers.  Securities  of some foreign  issuers are less
liquid and their prices are more volatile than securities of comparable domestic
issuers.  Settlement of  transactions  in some foreign markets may be delayed or
less  frequent  than in the United  States,  which could affect the liquidity of
each  Fund's  portfolio.  Fixed  brokerage  commissions  on  foreign  securities
exchanges are generally  higher than in the United  States.  Income from foreign
securities  may be reduced by a  withholding  tax at the source or other foreign
taxes. In some countries,  there may also be the possibility of expropriation or
confiscatory taxation,  limitations on the removal of funds or other assets of a
Fund, political or social instability or revolution,  or diplomatic developments
which could affect investments in those countries.

         The value of each Fund's investments  denominated in foreign currencies
may depend in part on the relative  strength of the U.S. dollar,  and a Fund may
be affected favorably or unfavorably by exchange control  regulations or changes
in the exchange rate between foreign currencies and the U.S. dollar. When a Fund
invests in  foreign  securities  they will  usually  be  denominated  in foreign
currency,  and the Fund may temporarily hold funds in foreign currencies.  Thus,
each  Fund's net asset  value per share will be  affected by changes in currency
exchange rates.  Changes in foreign currency  exchange rates may also affect the
value of dividends and interest earned, gains and losses realized on the sale of
securities  and net  investment  income and gains,  if any, to be distributed to
shareholders  by each Fund.  The rate of exchange  between  the U.S.  dollar and
other currencies is determined by the forces of supply and demand in the foreign
exchange markets.


                                      -24-



<PAGE>



         SPECIAL RISKS  ASSOCIATED  WITH THE TOCQUEVILLE  ASIA-PACIFIC  FUND. In
addition  to  the  risks  described  above,  there  are  risks  inherent  in any
investment  in Hong Kong.  In 1984  China and  Britain  signed the  Sino-British
Declaration  which allowed for the  termination  of British rule in Hong Kong in
July 1997.  The  Declaration,  however,  provided  that the existing  capitalist
economic and social system of Hong Kong would be maintained  for 50 years beyond
the date.  The  Investment  Advisor  believes  that  given the degree of current
interdependence  between China and Hong Kong, China will not dramatically  alter
the  operation  of Hong  Kong's  economy  and Hong Kong will  continue  to offer
attractive investment opportunities after China takes control of Hong Kong.

         There also are risks  inherent in  investing  in emerging  markets.  An
emerging  market is any country that the World Bank has determined to have a low
or middle  income  economy and may include every country in the world except the
United  States,  Australia,  Canada,  Japan,  New Zealand and most  countries in
Western Europe such as Belgium,  Denmark, France, Germany, Great Britain, Italy,
the Netherlands, Norway, Spain, Sweden and Switzerland. Specifically, any change
in the leadership or policies of the governments of emerging market countries in
which the Funds invest or in the leadership or policies of any other  government
which  exercises a  significant  influence  over those  countries,  may halt the
expansion of or reverse certain  beneficial  economic policies of such countries
and thereby eliminate any investment opportunities which may currently exist.

         SPECIAL RISKS ASSOCIATED WITH THE TOCQUEVILLE  EUROPE FUND. In addition
to the risks  described  above,  the economies of European  countries may differ
unfavorably  from the  United  States  economy  in such  respects  as  growth of
domestic   product,   rate  of   inflation,   capital   reinvestment,   resource
self-sufficiency  and balance of payments  positions.  Further,  such  economies
generally are heavily dependent upon international trade and, accordingly,  have
been and may continue to be adversely  affected by any trade  barriers,  managed
adjustments in relative currency values and other protectionist measures imposed
or negotiated by countries with which they trade. These economies also have been
and may continue to be adversely  affected by economic  conditions  in countries
with which they trade.

         The  investment  objective  of each Fund set forth  above and the noted
investment restrictions set forth in the Statement of Additional Information are
fundamental policies and may not be changed without prior shareholder  approval.
However, the investment  strategies and techniques described above and the noted
investment restrictions set forth in the Statement of Additional Information are
not  fundamental  policies  of the  Funds  and  may  be  changed  without  prior
shareholder  approval.  Each Fund will notify  shareholders in writing and amend
the  Prospectus   accordingly   should  any  such  modifications  in  investment
strategies or techniques occur.  Currently,  the Funds do not contemplate making
any such changes.


              INVESTMENT ADVISOR AND INVESTMENT ADVISORY AGREEMENTS

         Tocqueville  Asset Management  L.P., 1675 Broadway,  New York, New York
10019,  acts as  Investment  Advisor to each Fund  under a  separate  investment
advisory agreement (the "Agreements") which provides that the Investment Advisor
identify and analyze  possible  investments  for each Fund,  and  determine  the
amount,  timing,  and form of such investments.  The Investment  Advisor has the
responsibility of monitoring and reviewing each Fund's  portfolio,  on a regular
basis, and recommending the ultimate disposition of such investments.  It is the
Investment Advisor's responsibility to cause the purchase and sale of securities
in each Fund's portfolio,  subject at all times to the policies set forth by the
Board of  Trustees.  The  Investment  Advisor  is an  affiliate  of  Tocqueville
Securities L.P., each Fund's distributor.

         Francois Sicart serves the Investment  Advisor as the co-manager of The
Tocqueville Fund, The Tocqueville  Europe Fund and The Tocqueville  Asia-Pacific
Fund.  Mr.   Sicart,   the  majority   shareholder  of  Tocqueville   Management
Corporation, the general partner of the Investment Advisor, has been a principal
manager of The  Tocqueville  Fund since its inception in 1987.  Prior to forming
the  Investment  Advisor,  and for the 18 year period from 1969 to 1986, he held
various senior positions within Tucker Anthony,  Incorporated,  where he managed
private accounts.

         Robert W. Kleinschmidt  serves the Investment Advisor as the co-manager
of The Tocqueville Fund and The Tocqueville Government Fund. Mr. Kleinschmidt is
the President of Tocqueville Management Corporation.

                                      -25-



<PAGE>



He previously held executive  positions at the investment  management firm David
J. Greene & Co. since 1978, resigning as a partner in 1991.

         Jean-Pierre  Conreur is the portfolio  manager of The Tocqueville Small
Cap Value Fund's portfolio. Mr. Conreur, a graduate of Lycee Chanzy in 1954, was
employed as a research analyst at Tucker Anthony,  Incorporated  from April 1976
to December  1983.  From December 1983 to March of 1990, he held the position of
Vice President--Foreign Department at Tucker Anthony. Since the formation of the
Investment  Advisor,  Mr. Conreur has held the title of Executive Vice President
and Director of Tocqueville Management Corporation.  He is also a trustee of the
Investment Advisor's retirement plan.

         Christopher P. Culp serves the Investment  Advisor as co-manager of The
Tocqueville  Government Fund. He was a Vice President of Belle Haven Investments
L.P. from 1994 to 1995,  before joining the Investment  Advisor,  and was (i) an
independent  financial consultant from 1993 to 1994, and (ii) a bond trader with
Swiss Bank Corp.  from 1991 to 1993 and with Carroll  McEntee,  a subsidiary  of
HSBC Corp., from 1990 to 1991.

         Under the terms of the  Agreements,  each Fund pays the cost of all its
expenses  (other  than those  expenses  specifically  assumed by the  Investment
Advisor or the Fund's  distributor),  including  the pro rata costs  incurred in
connection with each Fund's maintenance of its registration under the Securities
Act of 1933, as amended, and the 1940 Act, printing of prospectuses  distributed
to shareholders,  taxes or governmental fees, brokerage commissions,  custodial,
transfer and shareholder  servicing agent costs, expenses of outside counsel and
independent accountants,  preparation of shareholder reports, trustees' fees and
shareholder meetings.

         The Investment  Advisor  receives a fee from: (1) both The  Tocqueville
Fund  and The  Tocqueville  Small  Cap  Value  Fund,  payable  monthly,  for the
performance  of its services at an annual rate of .75% on the first $100 million
of the average  daily net assets of each Fund,  .70% of average daily net assets
in excess of $100 million but not exceeding  $500  million,  and .65% of average
daily  net  assets  in  excess  of  $500  million;   (2)  both  The  Tocqueville
Asia-Pacific  Fund and The Tocqueville  Europe Fund,  payable  monthly,  for the
performance  of its services at an annual rate of 1.00% on the first $50 million
of the average daily net assets of each Fund, respectively,  .75% of the average
daily net assets in excess of $50 million but not exceeding  $100  million,  and
 .65% of the  average  daily net  assets in excess of $100  million;  and (3) The
Tocqueville  Government  Fund,  payable  monthly,  for  the  performance  of its
services  at an annual  rate of .50% on the first $500  million  of the  average
daily net assets of the Fund, .40% of average daily net assets in excess of $500
million but not  exceeding $1 billion,  and .30% of average  daily net assets in
excess of $1 billion.  Each fee is accrued daily for the purposes of determining
the offering and redemption price of such Fund's shares.


                               DISTRIBUTION PLANS

         Each  Fund  has  adopted  a  distribution   plan  for  Class  A  and  a
distribution  plan for Class B shares  (each a "Plan").  Pursuant to the Class A
Plan,  a Fund may incur  distribution  expenses  related  to the sale of Class A
shares of up to .25% per annum of the Fund's average daily net assets. The Class
B Plan provides that a Fund may incur distribution  expenses related to the sale
of Class B shares  of up to .75% per  annum of such  Fund's  average  daily  net
assets, of which (i) up to .25% of the average daily net assets  attributable to
the Class B shares is payable as service  fees to the  distributor,  brokers and
servicing  agents having  agreements with the distributor or Investment  Advisor
for the  provision  of  continuing  shareholder  services to  customers  of such
financial  intermediaries  who own Class B shares, and (ii) any amount remaining
(being at least .50% of average  daily net  assets  attributable  to the Class B
shares) is payable to the  distributor  or brokers  during a fiscal  year.  With
respect to its Class B shares,  because  of the .75%  annual  limitation  on the
compensation paid during a fiscal year, compensation relating to a large portion
of the  commissions  attributable to sales of Class B shares in any one year may
be paid by a Fund in fiscal years subsequent  thereto. In determining whether to
purchase  Class B shares,  investors  should  consider  that daily  compensation
payments  could  continue  until the  Distributor  (as herein  defined) has been
reimbursed for the commissions paid on sales of Class B shares.


                                      -26-



<PAGE>



         The  Plans  provide  that a  Fund  may  finance  activities  which  are
primarily  intended to result in the sale of the Fund's shares,  including,  but
not limited to, advertising, printing of prospectuses and reports for other than
existing shareholders,  preparation and distribution of advertising material and
sales  literature  and  payments to dealers  and  shareholder  servicing  agents
including  Tocqueville   Securities  L.P.   ("Tocqueville   Securities"  or  the
"Distributor"),  the Fund's distributor, who enter into agreements with the Fund
or  Tocqueville  Securities.  The Plans  will only make  payments  for  expenses
actually  incurred on a first-in,  first-out  basis. The Plans may carry forward
for an  unlimited  number  of  years  any  unreimbursed  expenses.  If a Plan is
terminated in accordance  with its terms,  the  obligations  of the Fund to make
payments  pursuant  to the Plan will cease and the Fund will not be  required to
make any  payments  past the date  the  Plan  terminates;  however,  Tocqueville
Securities  will be entitled to receive all  contingent  deferred  sales charges
paid or payable with respect to any day subsequent to termination of the Class B
Plan.  (See the  Statement of  Additional  Information--"Distribution  Plan" for
further information about the Plan.)

         As of October 31, 1995, The Tocqueville Fund, The Tocqueville Small Cap
Value Fund, The Tocqueville  Asia-Pacific Fund, The Tocqueville Europe Fund, and
The Tocqueville Government Fund had $59,065,  $62,300, $58,702, $52,487, $8,110,
respectively,  of unreimbursed  distribution expenses for Class A shares and $0,
$0, $0, $0, $0, respectively of unreimbursed  distribution  expenses for Class B
Shares. (See the Statement of Additional  Information--"Distribution  Plans" for
further information about the Plans.)


                       ADMINISTRATIVE SERVICES AGREEMENTS

         Under  an   Administrative   Services   Agreement,   Tocqueville  Asset
Management  L.P.  supervises  the  administration  of all  aspects  of a  Fund's
operations,  including  the  Fund's  receipt of  services  for which the Fund is
obligated to pay, provides the Fund with general office facilities and provides,
at the Fund's  expense,  the  services  of  persons  necessary  to perform  such
supervisory,  administrative and clerical functions as are needed to effectively
operate the Fund.  Those persons,  as well as certain  employees and Trustees of
the Funds,  may be  directors,  officers or employees of (and persons  providing
services  to a Fund may  include)  Tocqueville  Asset  Management  L.P.  and its
affiliates. For these services and facilities, Tocqueville Asset Management L.P.
receives  with  respect to a Fund a fee  computed  and paid monthly at an annual
rate of .15% of the average daily net assets of the Fund.


                              BROKERAGE ALLOCATION

         Subject to the  supervision of the Board of Trustees,  decisions to buy
and sell  securities  for each  Fund are  made by the  Investment  Advisor.  The
Investment  Advisor,  subject to  obtaining  the best price and  execution,  may
allocate brokerage  transactions in a manner that takes into account the sale of
shares of each Fund.  Generally,  the primary consideration in placing portfolio
securities  transactions  with  broker-dealers  for execution is to obtain,  and
maintain the  availability  of, execution at the best net price available and in
the most effective manner possible. The Funds' brokerage allocation policies may
permit each Fund to pay a  broker-dealer  which  furnishes  research  services a
higher  commission  than that which  might be  charged by another  broker-dealer
which does not furnish  research  services,  provided  that such  commission  is
deemed  reasonable  in  relation to the value of the  services  provided by such
broker-dealer. For a complete discussion of portfolio transactions and brokerage
allocation,  see  "Portfolio  Transactions  and  Brokerage"  in the Statement of
Additional Information.


                               PURCHASE OF SHARES

GENERAL INFORMATION

         Class A shares  are  sold to  investors  at the net  asset  value  next
determined after a purchase order becomes  effective (as described below) plus a
varying  initial  sales  charge.  Class B shares of the Fund are sold without an
initial  sales charge but are subject to higher  ongoing  expenses  than Class A
shares and a contingent deferred sales charge payable upon certain  redemptions.
Class B shares automatically convert to Class A shares in the seventh year after
issuance.


                                      -27-



<PAGE>



         The  minimum  initial  investment  in each  Fund is $5,000  except  for
401(k),  IRA,  Keogh and other pension or profit sharing plan accounts where the
minimum is $2,000. The minimum subsequent  investment in a Fund for all accounts
is $1,000. The Distributor may, in its discretion,  waive the minimum investment
requirements for purchases made via the Pre-Authorized Investment Plan, which is
discussed below in this Prospectus.

         Both  Class A and  Class B shares of a Fund may be  purchased  from the
following entities:  (a) the Fund's  distributor,  Tocqueville  Securities;  (b)
authorized  securities  dealers  which have entered into sales  agreements  with
Tocqueville  Securities (the "Selling Brokers") on a best efforts basis; and (c)
each Fund's transfer  agent,  State Street Bank and Trust Company (the "Transfer
Agent").  Purchases  may also be made  directly  through each Fund by forwarding
payment, together with the detachable stub from an account statement or a letter
containing  the account  number to the  Transfer  Agent.  When  placing  orders,
investors shall specify whether the order is for Class A or Class B shares.  All
share purchases that fail to specify a class will  automatically  be invested in
Class A shares.  Each Fund reserves the right to cease offering  shares for sale
at any time or to reject any order for the purchase of shares.

         A  purchase  order  becomes  effective  upon  receipt  of the  order by
Tocqueville Securities,  a Selling Broker or the Transfer Agent. Purchase orders
received prior to 4:00 p.m. New York time are priced  according to the net asset
value per share next determined on that day. Purchase orders received after 4:00
p.m.  New York time are priced  according  to the net asset value per share next
determined on the following day.

         The net asset  value per share is  determined  by  dividing  the market
value of a Fund's  investments as of the close of trading plus any cash or other
assets   (including   dividends   receivable  and  accrued  interest)  less  all
liabilities   (including   accrued  expenses)  by  the  number  of  Fund  shares
outstanding.  Each Fund will  determine  the net asset  value of its shares once
daily as of the close of trading on the New York  Stock  Exchange  on each "Fund
business day" which is any day on which the Exchange is open for business.

         Investors  who  already  have  a  brokerage  account  with  Tocqueville
Securities or a Selling Broker may purchase a Fund's shares through such broker.
Payment for purchase orders through Tocqueville Securities or the Selling Broker
must be made to  Tocqueville  Securities  or the  Selling  Broker  within  three
business days of the purchase order.  All dealers are responsible for forwarding
orders for the purchase of a Fund's shares on a timely basis.

         Each Fund's  shares  normally will be maintained in book entry form and
share certificates will be issued only on request.  The Distributor reserves the
right to refuse to sell shares of the Funds to any person.


INITIAL SALES CHARGES ON CLASS A SHARES

         The initial sales charge, imposed upon a sale of Class A shares, varies
according to the size of the purchase as follows:

                                                                 CONCESSION
                                     INITIAL SALES CHARGE        TO DEALERS
                                   % OF          % OF NET           % OF
                                  OFFERING       AMOUNT           OFFERING
AMOUNT OF PURCHASE                 PRICE         INVESTED           PRICE

Less than $100,000...........          4.00            4.16            3.50
$100,000 to $249,999.........          3.50            3.63            3.00
$250,000 to $499,999.........          2.50            2.56            2.00
$500,000 to $999,999.........          1.50            1.52            1.00
$1,000,000 and over..........          1.00            1.01            0.50

         The reduced  initial  charges  apply to the  aggregate  of purchases of
Class A shares of a Fund made at one time by "any  person",  which term includes
an  individual,  spouse and children  under the age of 21, or a trustee or other
fiduciary of a trust, estate or fiduciary account.


                                      -28-



<PAGE>



         Upon notice to dealers with whom it has sales  agreements,  Tocqueville
Securities may reallow up to the full applicable initial sales charge on Class A
shares  and such  dealer  may  therefore  be deemed an  "underwriter"  under the
Securities Act of 1933, as amended,  during such periods.  The Distributor  may,
from time to time,  provide  promotional  incentives  to certain  dealers  whose
representatives  have sold or are expected to sell significant amounts of one or
all of the funds in the Trust.  At various times the  Distributor  may implement
programs  under  which a dealer's  sales  force may be  eligible  to win cash or
material  awards for certain sales efforts or under which the  Distributor  will
reallow an amount not  exceeding the total  applicable  initial sales charges on
the sales of Class A shares or the maximum  contingent  deferred sales charge of
Class B shares  generated by the dealer  during such programs to any dealer that
sponsors  sales  contests  or  recognition   programs   conforming  to  criteria
established by the Distributor or  participates  in sales programs  sponsored by
the Distributor.  The Distributor may provide marketing services to dealers with
whom it has sales  agreements,  consisting  of  written  informational  material
relating  to sales  incentive  campaigns  conducted  by such  dealers  for their
representatives.


PURCHASES OF CLASS A SHARES AT NET ASSET VALUE

         SHAREHOLDERS AS OF JANUARY 1, 1994.  Shareholders  who held shares of a
Fund within the Tocqueville Trust prior to January 1, 1994, may purchase Class A
shares of any Fund in the Trust at net asset  value  without  an  initial  sales
charge  for as long as they  continue  to own  shares of any Fund in the  Trust,
provided that there is no change in the account  registration.  However,  once a
shareholder  has closed his  account by  redeeming  all of his Fund shares for a
period of more than thirty  days he will no longer be able to  purchase  Class A
shares of the Fund at net asset value without an initial sales charge.

         QUALIFIED  PERSONS.  There is no initial sales charge on Class A shares
for "Qualified Persons", which are the following (a) active or retired Trustees,
Directors, officers, partners or employees (their spouses and children under age
21)  of (i)  the  Investment  Advisor  and  Distributor  or  any  affiliates  or
subsidiaries  thereof (the Directors,  officers or employees of which shall also
include  their  parents and siblings for all  purchases  of Fund  shares),  (ii)
dealers having a selected dealer agreement with the Distributor,  or (iii) trade
organizations  to which the  Investment  Advisor  belongs  and (b)  trustees  or
custodians of any qualified  retirement  plan or IRA established for the benefit
of a person in (a) above.

         PURCHASES THROUGH INVESTMENT ADVISERS AND STATE AUTHORITIES.  Purchases
of Class A shares  also may be made  with no  initial  sales  charge  through  a
registered  investment  adviser  who has  registered  with  the  Securities  and
Exchange  Commission or appropriate  state  authorities  and who (a) clears such
Fund share transaction through a broker/dealer,  bank or trust company, (each of
whom may  impose  transaction  fees with  respect to such  transaction),  or (b)
purchases  Class A shares  for its own  account,  or an  account  for  which the
investment   adviser  has  discretion  and  is  authorized  to  make  investment
decisions.

         QUALIFIED AND OTHER  RETIREMENT  PLANS.  In addition,  no initial sales
charge will apply to any purchase of Class A shares by an investor (a) through a
401(k) Plan sponsored by the Investment  Advisor or the  Distributor,  through a
401(k) Plan sponsored by an institution which has a custodial  relationship with
the  Funds'  Custodian  or  through a  discount  broker-dealer  which  imposes a
transaction  charge  with  respect to such  purchase  or (b)  through a tax-free
rollover or transfer of assets provided,  (i) the IRA is sponsored by the Funds'
Custodian and the contribution  for the tax-free  rollover or transfer of assets
is a  distribution  from  any tax  qualified  retirement  plan  sponsored  by an
institution  for which the Funds'  Custodian  serves as trustee or  custodian of
such plan or of any other  qualified  or  nonqualified  retirement  or  deferred
compensation plan maintained by such  institution,  or (ii) the contribution for
the  tax-free  rollover  or transfer  of assets is a  distribution  from any tax
qualified  retirement  plan  where  any  portion  of the  investor-participant's
account was invested in any fund of the Trust.

         RECENTLY REDEEMED SHARES.  Class A shares of a Fund may be purchased at
net asset value by persons who have, within the previous 30 days, redeemed their
Class A shares of the Fund. The amount which may be purchased at net asset value
is limited to an amount up to, but not  exceeding,  the net amount of redemption
proceeds.  Such  purchases may also be handled by a securities  dealer,  who may
charge the shareholder a fee for this service. In addition, Class B shareholders
who have redeemed Class B shares and paid a contingent  deferred sales charge in
connection  with such  redemption  may  purchase  Class A shares with no initial
sales charge (in an amount not  exceeding  redemption  proceeds) if the purchase
occurs  within 30 days of redemption  of the Class B shares.  This  privilege is
subject to modification or discontinuance at any time.

                                      -29-



<PAGE>




REDUCED INITIAL SALES CHARGES ON CLASS A SHARES

         CUMULATIVE QUANTITY DISCOUNT. Class A shares of a Fund may be purchased
by any person at a reduced  initial  sales  charge  which is  determined  by (a)
aggregating  the  dollar  amount  of the new  purchase  and the  greater  of the
purchaser's  total (i) net asset value or (ii) cost of all Class A shares of the
Fund and the other  Funds in the Trust,  acquired  by  exchange  from such other
Fund,  provided  such fund  charged  an  initial  sales  load at the time of the
exchange  then held by such person and (b)  applying  the initial  sales  charge
applicable to such aggregate.  The privilege of the cumulative quantity discount
is subject to  modification  or  discontinuance  at any time with respect to all
shares purchased thereafter.

         GROUP PURCHASES. An individual who is a member of a qualified group (as
hereinafter  defined) may also purchase  Class A shares of a Fund at the reduced
initial  sales  charge  applicable  to the group  taken as a whole.  The reduced
initial sales charge is based upon the aggregate  dollar value of Class A shares
previously  purchased and still owned by the group plus the securities currently
being  purchased and is determined  as stated above under  "Cumulative  Quantity
Discount".  For  example,  if members of the group had  previously  invested and
still held $90,000 of Class A shares and now were investing $15,000, the initial
sales charge would be 3.50%. In order to obtain such discount,  the purchaser or
investment  dealer must provide the Transfer Agent with sufficient  information,
including  the  purchaser's  total  cost,  at the  time of  purchase  to  permit
verification that the purchaser  qualifies for a cumulative  quantity  discount,
and  confirmation  that the order is subject to such  verification.  Information
concerning  the  current  initial  sales  charge  applicable  to a group  may be
obtained by contacting the Transfer Agent.

         A "qualified  group" is one which:  (a) has been in existence  for more
than six  months;  (b) has a purpose  other than  acquiring  Class A shares at a
discount;  and (c) satisfies  uniform  criteria which enables the Distributor to
realize  economies  of scale in its  costs of  distributing  Class A  shares.  A
qualified group must have more than 10 members, must be available to arrange for
group meetings between  representatives of the Funds and the members, must agree
to include sales and other  materials  related to the Funds in its  publications
and mailings to members at reduced or no cost to the Distributor,  and must seek
to arrange for payroll  deduction or other bulk  transmission  of investments in
the Funds.  This privilege is subject to modification or  discontinuance  at any
time with respect to all Class A shares purchased thereafter.

         LETTER OF  INTENT.  Investors  in Class A shares may also  qualify  for
reduced  initial sales  charges by signing a Letter of Intent (the "LOI").  This
enables the  investor to  aggregate  purchases  of Class A shares of a Fund with
purchases of Class A shares of any other fund in the Trust acquired by exchange,
during a 13-month period.  The initial sales charge is based on the total amount
invested in Class A shares during the 13-month period. All Class A shares of the
funds  currently  owned by the investor  including  the Funds,  if any,  will be
credited as purchases (at their current  offering  prices on the date the LOI is
signed) toward completion of the LOI. A 90-day back-dating period can be used to
include earlier purchases at the investor's cost. The 13-month period would then
begin on the date of the first purchase during the 90-day period. No retroactive
adjustment will be made if purchases  exceed the amount  indicated in the LOI. A
shareholder must notify the Transfer Agent or Distributor whenever a purchase is
being made pursuant to a LOI.

         The LOI is not a binding  obligation  on the  investor to purchase  the
full amount  indicated;  however,  on the  initial  purchase,  if  required  (or
subsequent purchases if necessary), 5% of the dollar amount specified in the LOI
will be held in escrow by the Transfer Agent in Class A shares registered in the
shareholder's  name in order to  assure  payment  of the  proper  initial  sales
charge.  If total  purchases  pursuant  to the LOI  (less any  dispositions  and
exclusive of any distributions on such shares automatically reinvested) are less
than the  amount  specified,  the  investor  will be  requested  to remit to the
Transfer  Agent an amount  equal to the  difference  between the  initial  sales
charge paid and the initial sales charge  applicable to the aggregate  purchases
actually  made.  If not  remitted  within  20 days  after  written  request,  an
appropriate  number of escrowed  shares will be redeemed in order to realize the
difference.  This privilege is subject to modification or  discontinuance at any
time with respect to all shares purchased thereunder.  Shareholders will be paid
distributions, either in additional shares or cash, upon such escrowed shares.


                                      -30-



<PAGE>



METHODS OF PAYMENT

         BY  CHECK.  Investors  who wish to  purchase  Class A or Class B shares
directly  from the  Transfer  Agent may do so by  sending a  completed  purchase
application  (included  with this  Prospectus or  obtainable  from the Trust) to
State Street Bank and Trust  Company,  Attn.  [name of Fund],  at P.O. Box 8507,
Boston,  Massachusetts 02266- 8507,  accompanied by a check payable to the Fund,
whose shares are being  purchased,  or the Transfer Agent for the account of the
Fund in payment for the shares.  Purchase applications sent to the Funds will be
forwarded to the Transfer Agent, and will not be effective until received by the
Transfer Agent.

         BY  PRE-AUTHORIZED  INVESTMENT PLAN.  Investors who purchase Class A or
Class B shares  directly  from the  Transfer  Agent may do so by  pre-authorized
investment  plan  (see   "Pre-Authorized   Investment   Plan"  on  the  Purchase
Application) whereby your personal bank account is automatically debited and the
appropriate  Fund account is automatically  credited with a periodic  subsequent
investment.  Additional full and fractional  shares are credited to your account
on the date your personal bank checking account is debited.  The minimum monthly
investment  is $100,  and  investors  may choose to make their  investment on or
about the 5th or 15th day of each month.

         While  investors  may use this  option to  purchase  Class A or Class B
shares in their IRA or other  retirement plan accounts,  neither the Distributor
nor State Street Bank and Trust Company will monitor the amount of contributions
to ensure that they do not exceed the amount allowable for Federal tax purposes.
State  Street  Bank and Trust  Company  will  assume  that all  retirement  plan
contributions are being made for the tax year in which they are received.

         BY WIRE. Investors who purchase Class A or Class B shares directly from
the Transfer  Agent may also  purchase  shares by sending wire  instructions  to
State Street Bank and Trust Company, ABA #0011 000 028, Beneficiary  Information
BNF--"The Tocqueville Trust", Demand Deposit Account Number--AC-99046260,  Other
Beneficiary Information OBI--"[name of Fund],  Shareholder Name, and Shareholder
Account  Number.  Purchases  by wire may be subject  to a service  charge by the
investor's bank. For additional  instructions as to how to purchase by wire call
(800) 626-9402.


                              REDEMPTION OF SHARES

GENERAL INFORMATION

         A  shareholder  may  redeem  his  Class A shares  in a Fund at any time
without  charge.  Class B shares are subject to the  contingent  deferred  sales
charge upon redemption.

         In  order  to  redeem  Class A or  Class  B  shares  purchased  through
Tocqueville  Securities  or a Selling  Broker,  the broker  must be  notified by
telephone or mail to execute a redemption.  A properly completed order to redeem
Class A or Class B shares  received by the  broker's  office will be executed at
the net asset value next  determined  after  receipt by the broker of the order.
Redemption proceeds, minus any applicable contingent deferred sales charge, will
be held in a shareholder's account with Tocqueville Securities unless the broker
is instructed to remit all proceeds directly to the shareholder.

         Class A and Class B shares purchased  through the Transfer Agent may be
redeemed  by the  Transfer  Agent at the next  determined  net asset  value upon
receipt of a request in good order.  Payment will be made for  redeemed  shares,
minus any applicable  contingent  deferred sales charge, as soon as practicable,
but in no event later than three  business  days after  receipt of a  redemption
notification in good order. If the shares being redeemed were purchased directly
from the  Transfer  Agent by check,  payment may be delayed for the minimum time
needed to verify that the purchase check has been honored.  This is not normally
more than 15 days from the time of receipt of the check by the  Transfer  Agent.
"Good order" means that the request complies with the following: (a) the request
must be in writing,  specifying  the number of shares or amount of investment to
be redeemed and sent to the  Transfer  Agent,  Attn.  [name of Fund] at P.O. Box
8507, Boston,  Massachusetts 02266-8507;  (b) where share certificates have been
issued,  a  shareholder  must endorse the  certificates  and include them in the
redemption  request;  (c) signatures on the  redemption  request and on endorsed
certificates  submitted for redemption  must be guaranteed by a commercial  bank
which is a member of the Federal Deposit Insurance Corporation,  a trust company
or a member firm (broker-

                                      -31-



<PAGE>



dealer) of a national securities exchange (a notary public or a savings and loan
association is not an acceptable  guarantor);  and, (d) the request must include
any additional legal documents  concerning  authority and related matters in the
case  of  estates,  trusts,  guardianships,   custodianships,  partnerships  and
corporations. Shares may not be redeemed by telephone. Any written requests sent
to a Fund will be forwarded to the Transfer  Agent and the  effective  date of a
redemption  request will be when the request is received by the Transfer  Agent.
Shareholders who purchased shares through the Transfer Agent may arrange for the
proceeds of redemption  requests to be sent by Federal Fund wire to a designated
bank  account by sending  wiring  instructions  to State  Street  Bank and Trust
Company, P.O. Box 8507, Boston, Massachusetts 02266-8507. Additional information
regarding redemptions may be obtained by calling (800) 626-9402.

         Redemption of the Funds' shares or payments  therefore may be suspended
at such times (a) when the New York Stock  Exchange is closed,  (b) when trading
on the New York Stock Exchange is restricted, (c) when an emergency exists which
makes it  impractical  for a Fund to either dispose of securities or make a fair
determination of net asset value, or (d) for such other period as the Securities
and Exchange Commission may permit for the protection of a Fund's  shareholders.
There is no assurance that the net asset value received upon  redemption will be
greater than that paid by a shareholder upon purchase.

         The Funds  reserve the right to close an account that has dropped below
$5,000 in value for a period of three months or longer other than as a result of
a decline in the net asset value per share.  Shareholders  are notified at least
60 days prior to any proposed redemption and are invited to add to their account
if they wish to continue as shareholders of the Fund.


CONTINGENT DEFERRED SALES CHARGES ON CLASS B SHARES

         A contingent  deferred sales charge is imposed upon certain redemptions
of Class B shares. The amount of any applicable contingent deferred sales charge
will be calculated by multiplying the net asset value of such shares at the time
of redemption by the applicable percentage shown in the table below:

                                            CONTINGENT DEFERRED SALES
                                          CHARGE AS A PERCENTAGE OF NET
      REDEMPTION DURING                     ASSET VALUE AT REDEMPTION

      1st Year Since Purchase.......                5%
      2nd Year Since Purchase.......                4%
      3rd Year Since Purchase.......                4%
      4th Year Since Purchase.......                3%
      5th Year Since Purchase.......                3%
      6th Year Since Purchase.......                2%
      7th Year Since Purchase.......                0%

         In determining the  applicability  and rate of any contingent  deferred
sales charge,  Class B shares are redeemed on a  first-in/first-out  basis.  The
amount of the charge is  determined as a percentage of the lesser of the current
market value or the cost of the shares being redeemed.  Accordingly,  redemption
of Class B shares are not subject to a contingent  deferred  sales charge to the
extent that the value of such shares  represents  capital  appreciation  of Fund
assets.

         If a  redeeming  shareholder  owns  shares of both Class A and Class B,
unless the shareholder  specifically requests otherwise, the Class A shares will
be redeemed before any Class B shares.

         The holding period of Class B shares acquired  through an exchange with
another fund of the Tocqueville  Trust will be calculated from the date that the
Class B shares  were  initially  acquired  in such fund and those Class B shares
being redeemed will be considered to represent (i) capital appreciation in other
funds to the  extent  applicable  and (ii) then of shares  held for the  longest
period of time. As a result, the contingent deferred sales charge imposed should
be at the lowest  possible  rate.  The amount of any  contingent  deferred sales
charge imposed will reduce the gain or increase the loss on the amount  realized
on redemption for purposes of federal income taxes.


                                      -32-



<PAGE>



         WAIVER OF THE CONTINGENT DEFERRED SALES CHARGE. The contingent deferred
sales  charge for Class B shares will be waived,  subject to  confirmation  of a
shareholder's  status,  for: (i) a total or partial  redemption  made within one
year of the death of the  shareholder;  (ii) a redemption in  connection  with a
minimum  required  distribution  from an IRA,  Keogh or custodial  account under
section 403(b) of the Internal Revenue Code; (iii) redemptions made from an IRA,
Keogh or custodial  account  under section  403(b) of the Internal  Revenue Code
through an  established  Automatic  Redemption  Plan, as discussed  below;  (iv)
distributions  from a  qualified  plan  upon  retirement;  and (v) a  redemption
resulting from an over-contribution to an IRA.

         CONVERSION  OF CLASS B  SHARES.  A  shareholder's  Class B shares  will
automatically  convert  to Class A shares  (and thus be  subject  to the  lowest
expenses  borne  by  Class A  shares)  in the  seventh  year  after  the date of
purchase,  together with the pro rata portion of all Class B shares representing
dividends  and  other  distributions  paid in  additional  Class B  shares.  The
conversion  will be effected at the  relative  net asset values per share of the
two  classes  on the  first  business  day  of the  month  following  the  sixth
anniversary of the original  purchase occurs. If any exchanges of Class B shares
during the six-year period occurred, the holding period for the shares exchanged
will be counted  toward the six-year  period.  At the time of the conversion the
net asset  value per share of the Class A shares may be higher or lower than the
net asset value per share of the Class B shares;  as a result,  depending on the
relative net asset values per share,  a  shareholder  may receive  fewer or more
Class A shares than the number of Class B shares  converted.  A shareholder will
not  recognize  gain or loss  upon the  conversion  of Class B shares to Class A
shares.


                             SHAREHOLDER PRIVILEGES

         AUTOMATIC  REDEMPTION  PLAN. A  shareholder  owning  $10,000 or more of
Class A or Class B shares of a Fund as  determined by the then current net asset
value may provide for the payment  monthly or quarterly of any requested  dollar
amount  (subject to limits)  from his account.  A sufficient  number of full and
fractional shares will be redeemed so that the designated payment is received on
approximately the 1st day of the month following the end of the selected payment
period. Class B shares will be subject to any contingent deferred sales charge.

         EXCHANGE PRIVILEGE.  Subject to certain conditions, Class A and Class B
shares  of a  Fund  may be  exchanged  for  the  Class  A and  Class  B  shares,
respectively,  of another  Fund of The  Tocqueville  Trust at such  Fund's  then
current  net asset  value.  No  initial  sales  charge is imposed on the Class A
shares being acquired, and no contingent deferred sales charge is imposed on the
Class B shares being  redeemed,  through an exchange.  The dollar  amount of the
exchange  must be at least equal to the  minimum  investment  applicable  to the
shares of the Fund acquired through such exchange. You should note that any such
exchange,  which  may only be made in  states  where  shares of the Funds in the
Tocqueville  Trust  are  qualified  for  sale,  may  create a gain or loss to be
recognized  for federal  income tax  purposes.  Exchanges  must be made  between
accounts  having  identical  registrations  and  addresses.   Exchanges  may  be
authorized  by  telephone.  In order to  protect  itself and  shareholders  from
liability for unauthorized or fraudulent telephone transactions,  the Funds will
use  reasonable  procedures  in an attempt to verify  the  identity  of a person
making a telephone  exchange  request.  The Funds  reserve the right to refuse a
telephone  exchange request if it believes that the person making the request is
not the record owner of the shares being exchanged,  or is not authorized by the
shareholder to request the exchange.  Shareholders  will be promptly notified of
any  refused  request  for  a  telephone  exchange.  As  long  as  these  normal
identification procedures are followed, neither the Funds nor its agents will be
liable for loss,  liability or cost which results from acting upon  instructions
of a person believed to be a shareholder with respect to the telephone  exchange
privilege.  You will not  automatically  be assigned this  privilege  unless you
check  the box on the  Application  which  indicates  that  you wish to have the
privilege. The exchange privilege may be modified or discontinued at any time.


                    DIVIDENDS, DISTRIBUTIONS, AND TAX MATTERS

         DIVIDENDS AND DISTRIBUTIONS.  The Tocqueville  Government Fund declares
and pay dividends monthly. The Tocqueville Fund, The Tocqueville Small Cap Value
Fund, The Tocqueville  Asia-Pacific  Fund, and The  Tocqueville  Europe Fund pay
dividends  annually.  The  Funds  also  distribute  net  capital  gains (if any)
annually.  Dividends and distributions of both Class A and Class B shares may be
reinvested in Class A shares at net asset value without an initial sales charge.
Shareholders  should indicate on the purchase  application  whether they wish to
receive dividends and distributions in cash. Otherwise, all income dividends and
capital gains distributions are

                                      -33-



<PAGE>



automatically  reinvested  in the  Fund  making  the  distribution  at the  next
determined  net asset value unless the Transfer  Agent  receives  written notice
from an individual  shareholder  prior to the record date,  requesting  that the
distributions and dividends be distributed to the investor in cash.

         TAX  MATTERS.  Each Fund  intends to qualify as a regulated  investment
company by  satisfying  the  requirements  under  Subchapter  M of the  Internal
Revenue  Code of 1986,  as amended (the  "Code"),  including  requirements  with
respect to  diversification  of assets,  distribution  of income and  sources of
income.  It is each  Fund's  policy to  distribute  to  shareholders  all of its
investment  income  (net of  expenses)  and any  capital  gains  (net of capital
losses) in accordance with the timing  requirements  imposed by the Code so that
the Fund will satisfy the  distribution  requirement  of Subchapter M and not be
subject to federal income taxes or the 4% excise tax. If a Fund fails to satisfy
any of  the  Code  requirements  for  qualification  as a  regulated  investment
company,  it will be taxed at regular  corporate tax rates on all of its taxable
income  (including any capital gains) without any deduction for distributions to
shareholders,  and  distributions  to  shareholders  will be taxable as ordinary
dividends  (even if derived from a Fund's net  long-term  capital  gains) to the
extent of that Fund's current and accumulated earnings and profits.

         Distributions by a Fund of its net investment income and the excess, if
any, of its net short-term  capital gain over its net long-term capital loss are
generally  taxable to shareholders as ordinary income.  These  distributions are
treated as dividends for federal income tax purposes.  Because it is anticipated
that The Tocqueville  Asia-Pacific Fund's, The Tocqueville Europe Fund's and The
Tocqueville  Government Fund's investment income will not include dividends from
domestic  corporations,  none of the ordinary income dividends paid by such Fund
should   qualify  for  the  70%   dividends-received   deduction  for  corporate
shareholders.  Distributions  by a Fund  of  the  excess,  if  any,  of its  net
long-term  capital gain over its net  short-term  capital loss are designated as
capital gain  dividends  and are taxable to  shareholders  as long-term  capital
gains, regardless of the length of time a shareholder has held his shares.

         Portions  of each  Fund's  investment  income may be subject to foreign
income taxes withheld at source.  The economic effect of such withholding  taxes
or  the  total  return  of  each  Fund  cannot  be  predicted.  The  Tocqueville
Asia-Pacific Fund and The Tocqueville Europe Fund may elect to "pass through" to
its  shareholders  these foreign taxes, in which event each  shareholder will be
required to include his pro rata portion  thereof in his gross income,  but will
be able to deduct or (subject to various limitations) claim a foreign tax credit
for such amount.

         Distributions  by a Fund to  shareholders  will be  treated in the same
manner for federal income tax purposes whether received in cash or reinvested in
additional  shares of the Fund.  In general,  distributions  by a Fund are taken
into account by the  shareholders  in the year in which they are made.  However,
certain distributions made during January will be treated as having been paid by
the Fund and received by the  shareholders on December 31 of the preceding year.
A statement  setting  forth the federal  income tax status of all  distributions
made or deemed  made  during the year,  including  any  amount of foreign  taxes
"passed  through",  will be sent to shareholders  promptly after the end of each
year. A shareholder who purchases shares of a Fund just prior to the record date
will be taxed on the entire amount of the dividend received, even though the net
asset value per share on the date of such purchase may have reflected the amount
of such dividend.

         A shareholder  will  recognize gain or loss upon the sale or redemption
of shares of a Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the  shareholder's  adjusted tax basis in the shares.
Any loss recognized upon a taxable  disposition of shares within six months from
the date of their  purchase  will be treated as a long-term  capital loss to the
extent of any capital gain dividends  received on such shares.  All or a portion
of any loss  recognized  upon a taxable  disposition  of shares of a Fund may be
disallowed  if other shares of the Fund are  purchased  within 30 days before or
after such disposition.

         Ordinary income dividends paid to non-resident  alien or foreign entity
shareholders  generally  will be subject to United States  withholding  tax at a
rate of 30% (or lower rate under an applicable treaty). Foreign shareholders are
urged to consult their own tax advisers  concerning the  applicability of United
States withholding taxes.

         Under the backup  withholding rules of the Code,  certain  shareholders
may be  subject to 31%  withholding  of federal  income tax on  ordinary  income
dividends,  capital gain dividends and redemption payments made by the Funds. In
order to avoid this backup  withholding,  a  shareholder  must provide the Funds
with a correct taxpayer

                                      -34-



<PAGE>



identification  number  (which for most  individuals  is their  Social  Security
number) and certify that it is a  corporation  or  otherwise  exempt from or not
subject to backup withholding.

         The foregoing discussion of federal income tax consequences is based on
tax laws and  regulations  in  effect  on the  date of this  Prospectus,  and is
subject to change by  legislative  or  administrative  action.  As the foregoing
discussion is for general  information  only, a prospective  shareholder  should
also review the more detailed  discussion of federal  income tax  considerations
relevant  to the  Funds  that  is  contained  in  the  Statement  of  Additional
Information.  In addition,  each prospective shareholder should consult with his
own  tax  adviser  as to the  tax  consequences  of  investments  in the  Funds,
including  the  application  of state and local  taxes which may differ from the
federal income tax consequences described above.


               ORGANIZATION AND DESCRIPTION OF SHARES OF THE TRUST

         The Trust was  organized as a  Massachusetts  business  trust under the
laws of the  Commonwealth  of  Massachusetts.  The Trust's  Declaration of Trust
filed September 17, 1986,  permits the Trustees to issue an unlimited  number of
shares of  beneficial  interest with a par value of $0.01 per share in the Trust
in an unlimited number of series of shares.  On August 19, 1991, the Declaration
of Trust was amended to change the name of the Trust to "The Tocqueville Trust,"
and on August 4,  1995,  the  Declaration  of Trust was  amended  to permit  the
division of a series into classes of shares.  Each share of beneficial  interest
has one vote and  shares  equally in  dividends  and  distributions  when and if
declared by a Fund and in a Fund's net assets upon liquidation. All shares, when
issued, are fully paid and nonassessable.  There are no preemptive or conversion
rights.  Fund shares do not have cumulative voting rights and, as such,  holders
of at least 50% of the shares voting for trustees can elect all trustees and the
remaining  shareholders  would not be able to elect any  trustees.  The Board of
Trustees may classify or reclassify any unissued shares of the Trust into shares
of any series by setting or changing in any one or more  respects,  from time to
time, prior to the issuance of such shares, the preference,  conversion or other
rights,   voting  powers,   restrictions,   limitations  as  to  dividends,   or
qualifications of such shares. Any such classification or reclassification  will
comply with the provisions of the 1940 Act.

         There will not normally be annual  shareholder  meetings.  Shareholders
may remove trustees from office by votes cast at a meeting of shareholders or by
written consent.


               CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT

         State Street Bank and Trust Company,  2 Heritage  Drive,  North Quincy,
Massachusetts  02171,  serves as Custodian for each Fund's portfolio  securities
and cash,  and as Transfer and Dividend  Paying Agent,  and in those  capacities
maintains  certain  financial  and  accounting  books and  records  pursuant  to
agreements  with the  Trust.  Its  mailing  address  is P.O.  Box 8507,  Boston,
Massachusetts 02266-8507.

         Transfer and Dividend Paying Agent functions have been delegated to and
are being  performed by Boston  Financial Data  Services,  Inc., an affiliate of
State Street Bank and Trust Company.


                       COUNSEL AND INDEPENDENT ACCOUNTANTS

         Kramer, Levin, Naftalis, Nessen, Kamin & Frankel, 919 Third Avenue, New
York, N.Y. 10022, is counsel for the Trust.  McGladrey & Pullen,  LLP, 555 Fifth
Avenue, New York, N.Y. 10017-2416,  has been appointed  independent  accountants
for the Trust.


                              SHAREHOLDER INQUIRIES

         Shareholder  inquiries  should be directed to 1675 Broadway,  New York,
New York  10019,  Attention:  [name of Fund],  or may be made by  calling  (800)
626-9402.



                                      -35-



<PAGE>



                                OTHER INFORMATION

         This Prospectus omits certain information contained in the registration
statement  filed with the  Securities  and  Exchange  Commission.  Copies of the
registration statement, including items omitted herein, may be obtained from the
Commission by paying the charges prescribed under its rules and regulations. The
Statement of Additional  Information included in such registration statement may
be obtained without charge from the Trust.

         No person has been  authorized to give any  information  or to make any
representations  other than those contained in this Prospectus,  and information
or  representations  not herein contained,  if given or made, must not be relied
upon as having been authorized by the Trust. This Prospectus does not constitute
an offer or  solicitation  in any  jurisdiction  in which such  offering may not
lawfully be made.

         The Code of Ethics of the  Investment  Advisor and the Funds  prohibits
all affiliated  personnel from engaging in personal investment  activities which
compete  with or  attempt  to  take  advantage  of a  Fund's  planned  portfolio
transactions.  The  objective  of the  Code of  Ethics  of both  the  Funds  and
Investment  Advisor is that their  operations  be carried out for the  exclusive
benefit of a Fund's shareholders. Both organizations maintain careful monitoring
of compliance with the Code of Ethics.

                                      -36-



<PAGE>
















                                                THE TOCQUEVILLE FUND

                                        THE TOCQUEVILLE SMALL CAP VALUE FUND

                                                   THE TOCQUEVILLE
                                                  ASIA-PACIFIC FUND

                                                   THE TOCQUEVILLE
                                                     EUROPE FUND

                                                         AND
          INVESTMENT ADVISOR
  Tocqueville Asset Management L.P.        THE TOCQUEVILLE GOVERNMENT FUND
            1675 Broadway
       New York, New York 10019                       Series of
      Telephone: (212) 698-0800                 The Tocqueville Trust
      Telecopier: (212) 262-0154

             DISTRIBUTOR
     Tocqueville Securities L.P.
            1675 Broadway
       New York, New York 10019
      Telephone: (800) 697-3863
      Telecopier: (212) 262-0154
                                                  February 28, 1996
       SHAREHOLDERS' SERVICING,
     CUSTODIAN AND TRANSFER AGENT                    Prospectus
 State Street Bank and Trust Company
            P.O. Box 8507
   Boston, Massachusetts 02266-8507
      Telephone: (800) 626-9402

          BOARD OF TRUSTEES
      Francois Sicart -- Chairman
         Bernard F. Combemale
          James B. Flaherty
             Inge Heckel
        Robert W. Kleinschmidt
         Francois Letaconnoux






<PAGE>
STATEMENT OF ADDITIONAL INFORMATION - February 28, 1996



                              THE TOCQUEVILLE TRUST


         The Tocqueville  Trust (the "Trust") is a Massachusetts  business trust
consisting of five separate  funds (the "Fund" or the "Funds").  Each Fund is an
open-end,  diversified management investment company with a different investment
objective.  The Tocqueville  Fund's  investment  objective is long-term  capital
appreciation  primarily  through  investments  in  securities  of United  States
issuers.  The  Tocqueville  Small  Cap  Value  Fund's  (the  "Small  Cap  Fund")
investment  objective  is  long-term  capital  appreciation   primarily  through
investments in securities of  small-capitalization  United States  issuers.  The
Tocqueville  Asia-Pacific Fund's (the "Asia-Pacific  Fund") investment objective
is  long-term  capital  appreciation  consistent  with  preservation  of capital
primarily  through  investment in securities of issuers  located in Asia and the
Pacific Basin.  The  Tocqueville  Europe Fund's (the "Europe  Fund")  investment
objective is long-term  capital  appreciation  consistent  with  preservation of
capital primarily through investment in securities of issuers located in Europe.
The Tocqueville  Government Fund's (the "Government Fund") investment  objective
is to provide high current income  consistent  with the maintenance of principal
and liquidity  through  investments in  obligations  issued or guaranteed by the
U.S. Treasury,  agencies of the U.S. Government or  instrumentalities  that have
been  established or sponsored by the U.S.  Government.  In each Fund,  there is
minimal emphasis on current income.

         This Statement of Additional Information is not a prospectus. It should
be read in conjunction  with the Trust's current  Prospectuses,  copies of which
may be obtained by writing The Tocqueville  Trust, 1675 Broadway,  New York, New
York 10019 or calling (800) 697-3863.

         This Statement of Additional  Information relates to Trust's Prospectus
which is dated February 28, 1996.


                                TABLE OF CONTENTS
                                                                   PAGE

Investment Objective, Policy and Risks...............................  2
Investment Restrictions..............................................  6
Management...........................................................  8
Investment Advisor and Investment Advisory Agreements................ 10
Distribution Plans................................................... 11
Administrative Services Plan......................................... 12
Portfolio Transactions and Brokerage................................. 13
Allocation of Investments............................................ 13
Computation of Net Asset Value....................................... 13
Purchase and Redemption of Shares.................................... 14
Tax Matters.......................................................... 14
Performance Calculation.............................................. 21
General Information.................................................. 22
Reports  ............................................................ 23
Financial Statements................................................. 23




<PAGE>



                     INVESTMENT OBJECTIVE, POLICY AND RISKS


THE TOCQUEVILLE FUND

           As described in the Trust's Prospectus,  The Tocqueville Fund invests
in common stocks of United States issuers.  The Tocqueville Fund will invest not
only in major  corporations  whose  shares  are  listed  on the New  York  Stock
Exchange or the American Stock  Exchange,  but it will also invest in securities
traded on regional exchanges or in the over-the-counter market.

           The Fund may invest up to 25% of its total  assets in common stock of
foreign  companies  which are traded in the United  States or purchase  American
Depository  Receipts  (ADR's)  which  are  certificates  issued  by  U.S.  banks
representing the right to receive  securities of a foreign issuer deposited with
that bank or a  correspondent  bank.  The Fund also may  invest up to 10% of its
total assets in gold bullion only from U.S.
institutions.

           The  Fund  may  enter  into   repurchase   agreements  with  domestic
broker-dealers,  banks and financial institutions,  but may not invest more than
5% of its net assets in  repurchase  agreements.  A  repurchase  agreement  is a
contract  pursuant to which the Fund,  against receipt of securities of at least
equal  value,  agrees to advance a  specified  sum to a  broker-dealer,  bank or
financial  institution  which agrees to reacquire  the  securities at a mutually
agreed upon time and price.  Repurchase agreements,  which are usually for short
periods  of one week or less,  enable the Fund to invest  its cash  reserves  at
fixed  rates of  return.  The Fund may enter  into  repurchase  agreements  with
domestic  broker-dealers,  banks and other financial institutions,  provided the
Fund  receives as collateral  securities  whose market value at least equals the
amount of the  institution's  repurchase  obligation  and  provided  the  Fund's
custodian always has physical possession of such securities or there is evidence
of a book entry transfer to the account of the  custodian.  To minimize the risk
of loss, the Fund will enter into repurchase  agreements only with  institutions
and  dealers  which the  Board of  Trustees  consider  to be  creditworthy.  The
Investment  Advisor will monitor the  creditworthiness  of such institutions and
dealers. If an institution enters into an insolvency  proceeding,  the resulting
delay in  liquidation of securities  serving as collateral  could cause the Fund
some loss, as well as legal  expense,  if the value of the  securities  declined
prior to liquidation.

THE TOCQUEVILLE SMALL CAP VALUE FUND

           In the pursuit of its objective,  the Fund invests  substantially all
and  normally  no  less  than  65%  of its  assets  in a  diversified  portfolio
consisting of common stocks of small capitalization United States companies that
are considered by the Investment Advisor to be strong proprietary businesses, to
be either out of favor or less well known in the financial  community,  or to be
undervalued in relation to either their  potential  long-term  growth or earning
power.  Companies with market capitalizations of less than $1 billion are deemed
to have a small  capitalization  and to be  generally  less well  known.  Strong
proprietary  businesses  generally  have  some  but not  necessarily  all of the
following   characteristics:   capable   management,   good   finances,   strong
manufacturing,  broad  distribution,  and,  lastly,  products which are somewhat
differentiated   from   their   competitors.   Generally,   stocks   which  have
underperformed  market indices such as the Standard & Poor's Composite Index for
at least one year and  companies  which have a  historically  low stock price in
relation to such factors as sales,  potential earnings or underlying assets will
be considered by the Investment Advisor to be out of favor.

           The Investment  Advisor  searches for companies based on its judgment
of relative value and growth  potential.  The growth potential and earning power
of a company will be evaluated  by the  Investment  Advisor on the basis of past
growth and profitability, as reflected in its financial statements, on the basis
of potential new products resulting from research and development  spending,  or
on the  Investment  Advisor's  conclusion  that the company has achieved  better
results than  similar  companies in a depressed  industry  which the  Investment
Advisor  believes will improve within the next two years.  There is no assurance
that the Investment  Advisor's  evaluation  will be accurate in its selection of
stocks for the Fund's portfolio or that the Fund's objectives will be

                                       -2-




<PAGE>



achieved.  If the stocks in which the Fund invests never attain their  perceived
potential or if the valuation of such stocks in the marketplace does not in fact
reflect significant  undervaluation,  there may be little or no appreciation or,
instead, a depreciation in the value of such stocks.

           The Fund  does not  intend  to engage  in  short-term  trading  on an
ongoing  basis.  Current income is not an objective of the Fund, and any current
income  derived from the  portfolio  will be  incidental.  However,  when in the
Investment Advisor's opinion,  economic or market conditions warrant a temporary
defensive  position,  the  Fund  may  invest  up to 100% of its  assets  in U.S.
government  securities  such as  Treasury  bills,  notes  and  bonds;  cash;  or
certificates  of  deposit,   time  deposits,   bankers'  acceptances  and  other
short-term debt instruments.

           The Fund may invest up to 25% of its total  assets in common stock of
foreign  companies  which are traded in the United  States or purchase  American
Depository  Receipts  (ADR's),  which  are  certificates  issued  by U.S.  banks
representing the right to receive  securities of a foreign issuer deposited with
such banks or correspondent banks. In addition,  the Fund may invest up to 5% of
its net  assets in  repurchase  agreements  which are  fully  collateralized  by
obligations   of  the  U.S.   Government  or  obligations  of  its  agencies  or
instrumentalities,  or  short-term  money market  securities.  The Fund will not
invest in repurchase  agreements  with  maturities in excess of seven days.  The
Fund may also  invest up to 10% of its total  assets in  investment  grade  debt
instruments  convertible  into common  stock.  The Fund may,  from time to time,
borrow up to 10% of the  value of its  total  assets  from  banks at  prevailing
interest rates as a temporary measure for extraordinary or emergency purposes.

THE TOCQUEVILLE ASIA-PACIFIC FUND AND THE TOCQUEVILLE EUROPE FUND

           The  investment  objective  of the  Asia-Pacific  Fund  is  long-term
capital  appreciation  consistent with preservation of capital primarily through
investment in securities of issuers  located in Asia and the Pacific  Basin.  As
more fully  described  in the Trust's  Prospectus,  the  Investment  Advisor may
invest the Fund's  assets in  securities  of issuers  domiciled  in any country.
However,  under  normal  conditions  investments  will be  made in Asia  and the
Pacific Basin  countries.  Pacific Basin  countries  are  Australia,  Hong Kong,
Indonesia,  Japan, Malaysia, New Zealand, Republic of Korea, Singapore,  Taiwan,
Thailand and the Philippines. Asian countries are India and the Peoples Republic
of China,  which is accessed  through  Pacific  Basin  countries  (as  described
above),  most notably Hong Kong.  The Investment  Advisor  believes that it will
usually have assets  invested in most of the  countries  located in Asia and the
Pacific Basin; however, under normal market conditions the Fund will be invested
in a  minimum  of five  countries.  Investments  will  not  normally  be made in
securities of issuers located in the United States or Canada.

           The  investment  objective  of the Europe Fund is  long-term  capital
appreciation   consistent  with   preservation  of  capital   primarily  through
investment in securities of issuers  located in Europe.  As more fully described
in the Trust's  Prospectus,  the Investment Advisor may invest the Fund's assets
in  securities  of issuers  domiciled  in any  country.  However,  under  normal
conditions  investments  will be made in  Europe.  The  European  countries  are
Austria,  Belgium,  Denmark, England, Finland, France, Germany, Greece, Ireland,
Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and
Turkey.  The  Investment  Advisor  believes  that it will  usually  have  assets
invested in most of Europe;  however,  under normal market  conditions  the Fund
will be invested in a minimum of five countries.  Investments  will not normally
be made in securities of issuers located in the United States or Canada.

           When  allocating   investments   among  individual   countries,   the
Investment  Advisor will consider  various  criteria that in its view are deemed
relevant based on its experience, such as the relative economic growth potential
of the various economies and securities  regions,  expected levels of inflation,
government  policies  influencing  business  conditions,  and  the  outlook  for
currency relationships.


                                       -3-




<PAGE>



THE TOCQUEVILLE GOVERNMENT FUND

           The Tocqueville  Government Fund's investment objective is to provide
high current income  consistent  with the maintenance of principal and liquidity
through  investments in obligations  issued or guaranteed by the U.S.  Treasury,
agencies of the U.S. Government or instrumentalities  that have been established
or  sponsored  by the U.S.  Government.  In pursuit of its  objective,  the Fund
intends  to  invest at least  85% of its  assets in short and  intermediate-term
securities backed by the full faith and credit of the U.S. Government.  Also, at
least 65% of the Fund's assets will be invested in U.S.  Treasury  bills,  notes
and bonds. The dollar-weighted average maturity of the Fund is expected to range
from 0 to 12  years.  The  balance  of the  Fund's  assets  may be  invested  in
obligations  issued or  guaranteed  by the U.S.  Treasury,  agencies of the U.S.
Government or  instrumentalities  that have been established or sponsored by the
U.S.  Government,  as well as in repurchase  agreements  collateralized  by such
securities. The Fund may also invest in bond (interest rate) futures and options
to a limited extent.

           The Fund may  invest up to 20% of its assets in  Government  National
Mortgage  Association  pass-through  certificates  ("GNMA").  GNMA  pass-through
certificates are  mortgage-backed  securities  representing  part ownership of a
pool of mortgage loans. Monthly mortgage payments of both interest and principal
"pass through" from homeowners to certificate  investors,  such as the Fund. The
Fund reinvests the principal  portion in additional  securities and  distributes
the  interest  portion  as  income  to the  Fund's  shareholders.  Under  normal
circumstances, GNMA certificates are expected to provide higher yields than U.S.
Treasury securities of comparable maturity.

           The mortgage loans  underlying GNMA  certificates--issued  by lenders
such  as   mortgage   bankers,   commercial   banks,   and   savings   and  loan
associations--are  either insured by the Federal Housing Administration (FHA) or
guaranteed by the Veterans Administration (VA). Each pool of mortgage loans must
also be  approved  by  GNMA,  a U.S.  Government  corporation  within  the  U.S.
Department of Housing and Urban Development. Once GNMA approval is obtained, the
timely  payment of interest and  principal on each  underlying  mortgage loan is
guaranteed by the "full faith and credit" of the U.S. Government.

           The Fund also may  invest up to 15% of its  assets in: (i) fixed rate
or  adjustable  rate  mortgage-backed  securities  issued or  guaranteed  by the
Federal  National  Mortgage  Association  ("FNMA")  and the  Federal  Home  Loan
Mortgage  Corporation  ("FHLMC"),  and (ii) collateralized  mortgage obligations
("CMOs").

           1.  WRITING COVERED CALL OPTIONS ON SECURITIES AND STOCK INDICES

           The  Asia-Pacific  Fund, the Europe Fund and the Government  Fund may
write  covered call options on  optionable  securities  or stock  indices of the
types  in  which  they  are  permitted  to  invest  from  time to time as  their
Investment  Advisor  determines  is  appropriate  in  seeking  to  attain  their
objective.  Call options written by a Fund gives the holder the right to buy the
underlying securities or index from the Fund at a stated exercise price. Options
on stock indices are settled in cash.

           The  Asia-Pacific  Fund, the Europe Fund and the Government  Fund may
write  only  covered  call  options,  which  means  that,  so  long as a Fund is
obligated as the writer of a call option, it will own the underlying  securities
subject to the option (or  comparable  securities or cash  satisfying  the cover
requirements of securities exchanges).

           The  Asia-Pacific  Fund, the Europe Fund and the Government Fund will
receive a premium for writing a covered call option,  which increases the return
of a Fund in the event the  option  expires  unexercised  or is closed  out at a
profit.  The  amount of the  premium  will  reflect,  among  other  things,  the
relationship  of the market  price of the  underlying  security  or index to the
exercise  price of the option,  the term of the option and the volatility of the
market  price of the  underlying  security or index.  By writing a covered  call
option,  a Fund limits its opportunity to profit from any increase in the market
value of the  underlying  security  or index  above  the  exercise  price of the
option.


                                       -4-




<PAGE>



           The  Asia-Pacific  Fund, the Europe Fund and the Government  Fund may
terminate an option that they have written  prior to the option's  expiration by
entering  into a closing  purchase  transaction  in which an option is purchased
having  the same terms as the option  written.  A Fund will  realize a profit or
loss from such  transaction if the cost of such transaction is less or more than
the premium  received from the writing of the option.  Because  increases in the
market  price of a call option will  generally  reflect  increases in the market
price  of the  underlying  security  or  index,  any  loss  resulting  from  the
repurchase  of a call  option  is  likely  to be  offset  in whole or in part by
unrealized  appreciation of the underlying  security (or securities)  owned by a
Fund.

           2.  PURCHASING PUT AND CALL OPTIONS ON SECURITIES AND STOCK INDICES

           The Asia-Pacific Fund and the Europe Fund may purchase put options to
protect  their  portfolio  holdings  in an  underlying  stock  index or security
against a decline in market value.  Such hedge protection is provided during the
life of the put option  since a Fund,  as holder of the put  option,  is able to
sell the underlying  security or index at the put exercise  price  regardless of
any decline in the  underlying  market price of the security or index.  In order
for a put option to be profitable,  the market price of the underlying  security
or index must decline sufficiently below the exercise price to cover the premium
and transaction  costs. By using put options in this manner,  a Fund will reduce
any profit it might otherwise have realized in its underlying  security or index
by the premium  paid for the put option and by  transaction  costs,  but it will
retain the ability to benefit from future increases in market value.

           The  Asia-Pacific  Fund and the Europe  Fund may also  purchase  call
options to hedge  against an increase in prices of stock  indices or  securities
that they want  ultimately to buy. Such hedge  protection is provided during the
life of the call option since a Fund,  as holder of the call option,  is able to
buy the  underlying  security or index at the exercise  price  regardless of any
increase in the underlying market price of the security or index. In order for a
call option to be  profitable,  the market price of the  underlying  security or
index must rise  sufficiently  above the exercise price to cover the premium and
transaction  costs. By using call options in this manner, a Fund will reduce any
profit it might have realized had it bought the underlying  security or index at
the time it  purchased  the call option by the premium  paid for the call option
and by transaction  costs, but it limits the loss it will suffer if the security
or index declines in value to such premium and transaction costs.

           3.  BORROWING

           Each  Fund may,  from time to time,  borrow up to 10% of the value of
its total assets from banks at prevailing  interest rates as a temporary measure
for  extraordinary  or emergency  purposes.  A Fund may not purchase  securities
while borrowings exceed 5% of the value of its total assets.

           4.  REPURCHASE AGREEMENTS

           Each Fund may enter into repurchase agreements subject to resale to a
bank or dealer at an agreed upon price which  reflects a net  interest  gain for
the Fund. The Funds will receive  interest from the  institution  until the time
when the repurchase is to occur.

           The Funds  will  always  receive as  collateral  U.S.  Government  or
short-term money market  securities whose market value is equal to at least 100%
of the  amount  invested  by a Fund,  and the Funds will make  payment  for such
securities only upon the physical delivery or evidence by book entry transfer to
the account of its custodian.  If the seller institution  defaults, a Fund might
incur a loss or  delay  in the  realization  of  proceeds  if the  value  of the
collateral  securing  the  repurchase  agreement  declines  and it  might  incur
disposition  costs in liquidating the collateral.  The Funds attempt to minimize
such  risks by  entering  into  such  transactions  only  with  well-capitalized
financial  institutions  and  specifying  the required  value of the  underlying
collateral.  The Funds will not invest in repurchase  agreements with maturities
in excess of seven days.


                                       -5-




<PAGE>



CONCLUSION

           Unlike the fundamental investment objective of each Fund set forth on
the cover  page of this  Statement  and the  investment  restrictions  set forth
below, which may not be changed without shareholder approval, the Funds have the
right to modify the  investment  policies  described  above without  shareholder
approval.


                             INVESTMENT RESTRICTIONS

           The following  fundamental policies and investment  restrictions have
been adopted by the Funds and except as noted,  such  policies and  restrictions
cannot be changed without  approval by the vote of a majority of the outstanding
voting  securities of a Fund, as defined by the Investment  Company Act of 1940,
as amended (the "1940 Act").

The Funds may not:

              (1) issue senior securities;

              (2) concentrate  their  investments in particular  industries.  No
         more than 25% of the value of a Fund's  assets  will be invested in any
         one industry;

              (3) with respect to 75% of the value of a Fund's assets,  purchase
         any securities (other than obligations issued or guaranteed by the U.S.
         Government or its agencies or instrumentalities)  if, immediately after
         such  purchase,  more than 5% of the value of the Fund's  total  assets
         would be invested in securities of any one issuer,  or more than 10% of
         the outstanding  voting  securities of any one issuer would be owned by
         the Fund;

              (4) make loans of money or  securities  other than (a) through the
         purchase of publicly  distributed bonds,  debentures or other corporate
         or governmental obligations, (b) by investing in repurchase agreements,
         and (c) by lending its portfolio securities, provided the value of such
         loaned securities does not exceed 33-1/3% of its total assets;

              (5) borrow  money in excess of 10% of the value of a Fund's  total
         assets from banks. A Fund may not purchase  securities while borrowings
         exceed 5% of the value of its total assets;

              (6) buy or sell real estate,  commodities, or commodity contracts,
         except a Fund may purchase or sell futures or options on futures;

              (7) underwrite securities;

              (8) invest in  precious  metals  other than in  accordance  with a
         Fund's  investment  objective and policy, if as a result the Fund would
         then have more than 10% of its total  assets  (taken at current  value)
         invested in such precious metals;

              (9) participate in a joint investment account.


           The following  restrictions are non-fundamental and may be changed by
the Funds' Board of Trustees. Pursuant to such restrictions, the Funds will not:

              (1) make  short  sales  of  securities,  other  than  short  sales
         "against  the  box,"  or  purchase  securities  on  margin  except  for
         short-term credits necessary for clearance of portfolio transactions,

                                       -6-




<PAGE>



         provided that this  restriction will not be applied to limit the use of
         options, futures contracts and related options, in the manner otherwise
         permitted  by the  investment  restrictions,  policies  and  investment
         program of a Fund;

              (2) invest for purposes of exercising control or management;

              (3)  purchase or retain  securities  of an issuer when one or more
         officers and Trustees of the Fund or of the Fund's Investment  Advisor,
         or a  person  owning  more  than  10%  of the  shares  of  either,  own
         beneficially  more than 1/2 of 1% of the  securities of such issuer and
         such persons owning more than 1/2 of 1% of such securities together own
         beneficially more than 5% of the securities of such issuer;

              (4) purchase the securities of any other investment  company, if a
         purchasing Fund,  immediately after such purchase or acquisition,  owns
         in the  aggregate,  (i) more  than 3% of the total  outstanding  voting
         stock  of such  investment  company,  (ii)  securities  issued  by such
         investment  company  having an  aggregate  value in excess of 5% of the
         value of the total assets of the Fund,  or (iii)  securities  issued by
         such investment  company and all other  investment  companies having an
         aggregate  value in excess  of 10% of the value of the total  assets of
         the Fund;

              (5) purchase  interests in oil, gas or other  mineral  exploration
         programs; however, this limitation will not prohibit the acquisition of
         securities of companies  engaged in the production or  transmission  of
         oil, gas, or other minerals;

              (6)  invest  more  than  10%  of a  Fund's  total  assets  in  the
         securities of any company which,  including its  predecessors,  has not
         been in business for at least three years;

              (7)  invest  more  than 10% of its total  net  assets in  illiquid
         securities.  Illiquid  securities are  securities  that are not readily
         marketable  or cannot be disposed of promptly  within seven days and in
         the usual course of business without taking a materially reduced price.
         Such  securities  include,  but are not limited to, time  deposits  and
         repurchase   agreements  with   maturities   longer  than  seven  days.
         Securities  that may be resold  under Rule 144A or  securities  offered
         pursuant to Section  4(2) of the  Securities  Act of 1933,  as amended,
         shall not be deemed  illiquid  solely by reason of being  unregistered.
         The Investment Advisor shall determine whether a particular security is
         deemed to be  liquid  based on the  trading  markets  for the  specific
         security and other factors;

              (8) except The Tocqueville  Asia-Pacific  Fund and The Tocqueville
         Europe Fund,  invest in  securities  of foreign  issuers  other than in
         accordance with the respective Fund's investment  objective and policy,
         if as a result a Fund would then have more than 25% of its total assets
         (taken at current value) invested in such foreign securities; and

              (9)  except The  Tocqueville  Fund and The  Tocqueville  Small Cap
         Value  Fund,  invest in  warrants  if, at the time of  acquisiton,  the
         investment  in warrants,  valued at the lower of cost or market  value,
         would  exceed  5%  of  a  Fund's  net  assets.  For  purposes  of  this
         restriction,  warrants  acquired  by a Fund in  units  or  attached  to
         securities may be deemed to be without value.


STATE AND FEDERAL RESTRICTIONS


           In order to  comply  with  certain  federal  and state  statutes  and
regulatory  policies,  as a matter of operating policy,  each Fund will not: (1)
invest in oil, gas and other mineral leases; (2) purchase or sell real property,
including limited partnership interests;  and (3) invest more than 2% of its net
assets in  warrants  which  are not  listed  on the New York or  American  Stock
Exchange nor more than 5% of its net assets in warrants.  Such  warrants will be
valued at the time of acquisition at the lower of cost or market value. Although
these

                                       -7-




<PAGE>



policies are not fundamental and may be changed by The Tocqueville Trust's Board
of Trustees without shareholder  approval,  these policies will remain in effect
until the federal  government  or a state  either  amends or appeals  applicable
statutes and regulatory policies.


                                   MANAGEMENT

           The overall  management  of the  business and affairs of each Fund is
vested  with  the  Board  of  Trustees.  The  Board  of  Trustees  approves  all
significant  agreements  between the Trust or each Fund and persons or companies
furnishing  services  to  the  Funds,  including  a  Fund's  agreement  with  an
investment advisor,  custodian and transfer agent. The day-to-day  operations of
the Funds are delegated to each Fund's officers subject always to the investment
objectives  and policies of each Fund and to general  supervision by the Trust's
Board of Trustees.

           The Trustees and officers and their  principal  occupations are noted
below.  Unless  otherwise  indicated  the address of each Trustee and  executive
officer is 1675 Broadway, New York, New York 10019.

FRANCOIS  DANIEL SICART,*  CHAIRMAN,  PRINCIPAL  EXECUTIVE  OFFICER AND TRUSTEE.
Chairman and Chief Executive Officer,  Tocqueville Management  Corporation,  the
General Partner of Tocqueville Asset Management L.P. and Tocqueville  Securities
L.P.  from  January,  1990 to present;  Chairman  and Chief  Executive  Officer,
Tocqueville  Asset Management Corp. from December,  1985 to January,  1990; Vice
Chairman of Tucker Anthony  Management  Corporation,  from 1981 to October 1986;
Vice  President  (formerly  general  partner)  and other  positions  with Tucker
Anthony, Inc. from 1969 to January, 1990.

JAMES B. FLAHERTY,  TRUSTEE.  President and Partner, Troutbeck Conference Center
and Country Inn from October, 1979 to present; Vice President, Leedsville Realty
and Construction Corp. from 1980 to present;  Associate Creative Director, Young
and Rubicam  Advertising,  and Dentsu,  Young and  Rubicam  from March,  1983 to
February,  1985;  Creative  Director and Senior Vice President,  Tinker Campbell
Ewald  from  October,  1977 to  November,  1980;  Partner/owner  of  Freshfields
Restaurant,  W.  Cornell,  CT;  President/Creative  Director  of  JBF  Ltd.,  an
advertising company.

INGE  HECKEL,  TRUSTEE.   Management  Consultant,  1988  to  present;  Executive
Director,  Princess Grace Foundation U.S.A. from June, 1986 to September,  1988;
Vice President and Assistant Secretary, The Asia Society from September, 1984 to
June, 1986; Executive Director, Metropolitan Boston Zoos from September, 1982 to
July, 1984; President, Bradford College, Bradford, Massachusetts from September,
1979 to June, 1982;  Trustee of Bradford College;  Former Director and Chairman,
Public Relations Committee,  International  Counsel of Museums (UNESCO);  Former
Director,  BayBank/Merrimack  Valley;  Member, Art Advisory Board, Mount Holyoke
College Art Museum.

ROBERT  KLEINSCHMIDT,*  PRESIDENT,  PRINCIPAL  OPERATING  OFFICER  AND  TRUSTEE.
President,  Tocqueville Asset Management L.P. from January,  1994 to present and
Managing Director from July, 1991 to January,  1994. Partner,  David J. Greene &
Co., May, 1978 to July, 1991. Assistant Vice President,  Irving Trust Co., July,
1976 to May, 1978.

FRANCOIS LETACONNOUX,  TRUSTEE. President,  Lepercq de Neuflize & Co. from July,
1993 to  present;  Director,  Lepercq  99 First  Management  Inc.  from  1988 to
present;  Director,  Lepercq  de  Neuflize  & Co.,  Inc.  from  1988 to  present
(investment  bank);  Managing  Director,  Lepercq Capital  Partners (real estate
investment firm), from 1974 to present.

- --------
*     Interested person of the Funds as defined in the 1940 Act.


                                       -8-




<PAGE>



BERNARD  F.  COMBEMALE,  TRUSTEE.  Investment  Management  Consultant,  1981  to
present;  Chairman and Chief Executive  Officer,  Trusthouse Forte Inc., 1984 to
1988;  Chairman of the Executive  Committee & Director,  Western World Insurance
Company, 1981 to present; Director, Westco Holding Corporation, 1981 to present;
Director, The French-American Foundation, 1980 to present; Trustee, The Princess
Grace Foundation U.S.A., 1980 to present.

JOSEPH  COOPER,   SECRETARY  AND   TREASURER.   Vice  President  and  Treasurer,
Tocqueville  Management  Corporation,  the General Partner of Tocqueville  Asset
Management L.P. and Tocqueville  Securities L.P. from January,  1990 to present.
Vice  President,  Treasurer  and  Chief  Financial  Officer,  Tocqueville  Asset
Management Corporation from December, 1985 to February, 1990. Self-employed as a
public accountant.

KIERAN LYONS, VICE PRESIDENT AND PRINCIPAL  FINANCIAL  OFFICER.  Chief Financial
Officer,  Tocqueville Management Corporation, the General Partner of Tocqueville
Asset  Management  L.P. and Tocqueville  Securities  L.P. from January,  1992 to
present.  Certified Public Accountant,  Pegg & Pegg, February,  1985 to January,
1992.

           Under the terms of the  Massachusetts  General  Corporation  Law, the
Funds may indemnify  any person who was or is a Trustee,  officer or employee of
each  Fund  to  the  maximum  extent  permitted  by  the  Massachusetts  General
Corporation  Law;  provided,  however,  that  any such  indemnification  (unless
ordered  by a  court)  shall  be made by the  Funds  only as  authorized  in the
specific  case upon a  determination  that  indemnification  of such  persons is
proper in the circumstances.  Such determination  shall be made (i) by the Board
of Trustees,  by a majority vote of a quorum which  consists of Trustees who are
neither "interested persons" of the Trust, as defined in Section 2(a)(19) of the
1940 Act, nor parties to the  proceeding,  or (ii) if the required quorum is not
obtained  or if a quorum of such  Trustees  so  directs,  by  independent  legal
counsel in a written opinion.  No indemnification  will be provided by a Fund to
any  Trustee  or  officer  of  the  Fund  for  any  liability  to a  Fund  or it
shareholders  to which he would  otherwise  be  subject  by  reason  of  willful
misfeasance, bad faith, gross negligence or reckless disregard of duty.

           The Funds do not pay direct remuneration to any officer of a Fund. As
of February  28, 1996,  the Trustees and officers as a group owned  beneficially
2.63% of The Tocqueville  Fund's outstanding  shares,  2.22% of the Asia-Pacific
Fund's outstanding shares,  0.94% of the Europe Fund's outstanding shares, 2.73%
of the Small Cap Fund's  outstanding  shares, and 3.16% of the Government Fund's
outstanding shares, all of which were acquired for investment purposes.  Certain
of the Trustees and officers may have  investment  discretion for  institutional
and private  accounts  which own shares of the Funds,  however the  Trustees and
officers  do not  have  the  power  to vote  such  shares  and  have  disclaimed
beneficial ownership of such shares. For the fiscal year ended October 31, 1995,
the Trust paid the "disinterested"  Trustees $12,000; each disinterested Trustee
received  $750 per  quarter,  notwithstanding  the number of Board  Meetings and
Audit  Committee  Meetings  attended.   "Interested"  Trustees  do  not  receive
Trustees' fees. The Trust did not reimburse Trustee expenses.


                                       -9-




<PAGE>



           The table below illustrates the compensation paid to each Trustee for
the Trust's most recently completed fiscal year:

<TABLE>
<CAPTION>

                                     Pension or                             Total
                                     Retirement                             Compenation
                       Aggregate     Benefits Accrued    Estimated Annual   from Fund and
Name of Person,        Compensation  as Part of Fund     Benefits Upon      Fund Complex
Position               from Fund     Expenses            Retirement         Paid to Trustees

<S>                     <C>                <C>                 <C>              <C>   
Francois Sicart             $0             $0                  $0                   $0

Bernard F. Combemale    $3,000             $0                  $0               $3,000

James B. Flaherty       $3,000             $0                  $0               $3,000

Inge Heckel             $3,000             $0                  $0               $3,000

Robert Kleinschmidt         $0             $0                  $0                   $0

Francois Letaconnoux    $3,000             $0                  $0               $3,000

</TABLE>





              INVESTMENT ADVISOR AND INVESTMENT ADVISORY AGREEMENTS

           Tocqueville  Asset Management L.P. (the "Investment  Advisor"),  1675
Broadway,  New York, New York 10019, acts as the Investment Advisor to each Fund
under  a  separate   investment   advisory   agreement   (the   "Agreement"   or
"Agreements").  Each Agreement provides that the Investment Advisor identify and
analyze possible  investments for each Fund,  determine the amount and timing of
such  investments,  and the form of investment.  The Investment  Advisor has the
responsibility  of monitoring  and reviewing  each Fund's  portfolio,  and, on a
regular basis, to recommend the ultimate disposition of such investments.  It is
the  Investment  Advisor's  responsibility  to cause  the  purchase  and sale of
securities  in each Fund's  portfolio,  subject at all times to the policies set
forth by the Trust's Board of Trustees. In addition, the Investment Advisor also
provides certain administrative and managerial services to the Funds.

           The Investment  Advisor  receives a fee from The Tocqueville Fund and
the Small Cap Fund,  payable monthly,  for the performance of its services at an
annual rate of .75% on the first $100 million of the average daily net assets of
such Fund,  .70% of average  daily net assets in excess of $100  million but not
exceeding  $500 million,  and .65% of average daily net assets in excess of $500
million.  The Investment  Advisor receives a fee from the Asia-Pacific  Fund and
the Europe Fund,  payable  monthly,  for the  performance  of its services at an
annual rate of 1.00% on the first $50 million of the average daily net assets of
each Fund,  respectively,  .75% of the average daily net assets in excess of $50
million but not exceeding $100 million and .65% of such assets in excess of $100
million. The Investment Advisor receives a fee from the Government Fund, payable
monthly,  for the  performance  of its services at an annual rate of .50% on the
first $500 million of the average daily net assets of the Fund,  .40% of average
daily net assets in excess of $500  million but not  exceeding  $1 billion,  and
 .30% of  average  daily net assets in excess of $1  billion.  The fee is accrued
daily for the purposes of determining the offering and redemption  price of such
Fund's  shares.  Each fee is accrued daily for the purposes of  determining  the
offering and  redemption  price of such Fund's  shares.  The  advisory  fees are
higher  than that paid by most  investment  companies  but the Board of Trustees
believes  it to be  reasonable  in  light of the  services  each  Fund  receives
thereunder. For the years ended October 31, 1993, 1994 and 1995, The Tocqueville
Fund paid advisory fees to the  Investment  Advisor of $181,449,  $219,470,  and
$240,219, respectively. For the years ended October 31, 1993, 1994 and 1995, the
Asia-Pacific  Fund paid advisory fees to the Investment  Advisor of $30,063,  $0
and $0, respectively.  For the fiscal years ended October 31, 1994 and 1995, the
Investment  Advisor waived the advisory fee. If the  Investment  Advisor had not
waived its fee,

                                      -10-




<PAGE>



the Asia-Pacific Fund would have paid advisory fees to the Investment Advisor of
$44,646 and $48,530,  respectively. For the period August 1, 1994 to October 31,
1994 and the fiscal year ended  October 31, 1995,  the Europe Fund paid advisory
fees  to  the  Investment  Advisor  of $0  and  $0,  respectively,  because  the
Investment  Advisor waived its advisory fee. If the  Investment  Advisor had not
waived its fee, the Europe Fund would have paid advisory fees to the  Investment
Advisor of $4,201 and $35,890. For the period August 1, 1994 to October 31, 1994
and the fiscal year ended October 31, 1995,  the Small Cap Fund paid  investment
advisory fees to the Investment Advisor of $0 and $58,456, respectively, because
the  Investment  Advisor  waived  either part or all of its advisory fee. If the
Investment  Advisor  had not waived its fee,  the Small Cap Fund would have paid
advisory fees to the  Investment  Advisor of $11,420 and $62,603,  respectively.
Finally, for the period August 14, 1995 to October 31, 1995, the Government Fund
paid  advisory  fees to the  Investment  Advisor of $0,  because the  Investment
Advisor  waived its advisory fee. If the  Investment  Advisor had not waived its
fee, the Government Fund would have paid advisory fees to the Investment Advisor
of $3,453.

           The Investment  Advisor's fees will be reduced for any fiscal year by
any amount  necessary to prevent each Fund's  expenses  from  exceeding the most
restrictive  expense limitation imposed by the securities laws or regulations of
any  state or  jurisdiction  in which  each  Fund's  shares  are  registered  or
qualified for sale. Currently,  the most restrictive of such expense limitations
would require the Investment Advisor to reduce its fee so that ordinary expenses
(excluding  interest,  taxes,  brokerage  commissions  and  fees,  international
custody fees and extraordinary  expenses such as litigation) for any fiscal year
do not  exceed  2.5% of the  first $30  million  of a Fund's  average  daily net
assets,  plus 2.0% of the next $70 million,  plus 1.5% of a Fund's average daily
net assets in excess of $100 million.  Any expense  reduction  will be estimated
and  accrued  daily and will be subject  to  readjustment  during the year.  The
amount of any such reduction shall be deducted from the monthly advisory fee, or
if such amount exceeds the monthly fee otherwise payable, the Investment Advisor
will repay such excess promptly.

           Under the terms of the Agreements, each Fund pays all of its expenses
(other than those expenses  specifically  assumed by the Investment  Advisor and
each Fund's  distributor)  including the costs  incurred in connection  with the
maintenance  of its  registration  under the Securities Act of 1933, as amended,
and the 1940 Act, printing of prospectuses distributed to shareholders, taxes or
governmental fees, brokerage  commissions,  custodial,  transfer and shareholder
servicing  agents,  expenses  of outside  counsel and  independent  accountants,
preparation  of  shareholder  reports,  and expenses of Trustee and  shareholder
meetings.

           Each Agreement may be terminated  without penalty on 60 days' written
notice by a vote of the  majority  of the  Trust's  Board of  Trustees or by the
Investment  Advisor,  or by  holders of a majority  of each  Fund's  outstanding
shares.  Each Fund's  Agreement  will  continue for two years from its effective
date  and  from  year-to-year  thereafter  provided  it is  approved,  at  least
annually,  in the manner  stipulated  in the 1940 Act.  This  requires that each
Agreement  and any renewal  thereof be approved by a vote of the majority of the
Fund's  Trustees who are not parties  thereto or interested  persons of any such
party, cast in person at a meeting specifically called for the purpose of voting
on such approval.


                               DISTRIBUTION PLANS

           Each  Fund  has  adopted  a  distribution  plan  for  Class  A  and a
distribution plan for Class B shares (each a "Plan").  The Class A Plan provides
that a Fund  may  incur  distribution  expenses  related  to the sale of Class A
shares of up to .25% per annum of such  Fund's  average  daily net  assets.  The
Class B Plan provides that a Fund may incur distribution expenses related to the
sale of Class B shares of up to .75% per annum of such Fund's  average daily net
assets, of which (i) up to .25% of the average daily net assets  attributable to
the Class B shares is payable as service  fees to the  distributor,  brokers and
servicing  agents having  agreements with the distributor or Investment  Advisor
for the  provision  of  continuing  shareholder  services to  customers  of such
financial  intermediaries  who own Class B shares, and (ii) any amount remaining
(being at least .50% of average  daily net  assets  attributable  to the Class B
shares) is payable to the  distributor  or brokers  during a fiscal  year.  With
respect  to  Class B  shares,  because  of the  .75%  annual  limitation  on the
compensation paid during a fiscal

                                      -11-




<PAGE>



year,  compensation relating to a large portion of the commissions  attributable
to  sales  of  Class  B  shares  in any one  year  will be paid by a Fund to the
distributor  in fiscal  years  subsequent  thereto.  In  determining  whether to
purchase  Class B shares,  investors  should  consider  that daily  compensation
payments  and  continue  until  the  Distributor  has  been  reimbursed  for the
commissions paid on the sales of Class B shares.

           Each  plan  provides  that a Fund may  finance  activities  which are
primarily intended to result in the sale of each Fund's shares,  including,  but
not limited to, advertising, printing of prospectuses and reports for other than
existing shareholders,  preparation and distribution of advertising material and
sales  literature  and  payments to dealers  and  shareholder  servicing  agents
including Tocqueville Securities L.P. ("Tocqueville  Securities") who enter into
agreements  with each Fund or its  distributor.  The Class B Plan also  provides
that a Fund may finance any other expenses  primarily  intended to result in the
sale of the Fund's Class B shares,  including,  without limitation,  payments to
brokers  at the time of the sale of Class B shares,  if  applicable,  continuing
fees to each such broker,  which fee shall begin to accrue immediately after the
sale of such shares,  and  accruals  for  interest.  The  Tocqueville  Fund paid
$33,888, $73,157 and $80,011 in distribution expenses for Class A Shares for the
years ended October 31, 1993,  1994, and 1995,  respectively.  The  Asia-Pacific
Fund paid $401, $37, and $0 in distribution  expenses for Class A Shares for the
years ended October 31, 1993, 1994, and 1995, respectively.  The Europe Fund and
Small Cap Fund did not pay  distribution  expenses for Class A Shares during the
period  August 1, 1994 to October 31, 1994 and the fiscal year ended Octover 31,
1995. The Tocqueville Government Fund also did not pay distribution expenses for
Class A Shares for the period  from August 14,  1995 to October  31,  1995.  The
Tocqueville Fund, Small Cap Fund, Asia-Pacific Fund, Europe Fund, and Government
Fund did not pay  distribution  expenses  for Class B Shares for the period from
August 14, 1995 to October 31, 1995.

           As of  October  31,  1995  The  Tocqueville  Fund,  Small  Cap  Fund,
Asia-Pacific  Fund,  Europe Fund,  and  Government  Fund had  $59,065,  $62,300,
$58,702,  $52,487,  and  $8,110,  respectively,   or  unreimbursed  distribution
expenses  for  Class A Shares  and $0,  $0,  $0,  $0,  and $0,  respectively  of
unreimbursed distribution expenses for Class B shares.

            In approving the Plans in accordance  with the  requirements of Rule
12b-1  under the 1940 Act,  the  Trustees  (including  the  Qualified  Trustees)
considered various factors and determined that there is a reasonable  likelihood
that  each  Plan  will  benefit  its Fund and its  shareholders.  Each Plan will
continue in effect from year to year if  specifically  approved  annually (a) by
the  majority  of such  Fund's  outstanding  voting  shares  or by the  Board of
Trustees and (b) by the vote of a majority of the Qualified Trustees.  While the
Plans remain in effect,  each Fund's Principal  Financial  Officer shall prepare
and furnish to the Board of Trustees a written  report setting forth the amounts
spent by each Fund under the Plan and the purposes  for which such  expenditures
were made. The Plans may not be amended to increase  materially the amount to be
spent for distribution  without shareholder approval and all material amendments
to each of the  Plans  must be  approved  by the  Board of  Trustees  and by the
Qualified  Trustees  cast in person at a meeting  called  specifically  for that
purpose.  While the Plans are in effect,  the  selection  and  nomination of the
Qualified Trustees shall be made by those Qualified Trustees then in office.


                          ADMINISTRATIVE SERVICES PLAN

      Tocqueville  Securities supervises  administration of the Fund pursuant to
an  Administrative  Services  Agreement with the Fund. Under the  Administrative
Services Agreement,  Tocqueville Securities supervises the administration of all
aspects of the Fund's  operations,  including the Fund's receipt of services for
which  the Fund is  obligated  to pay,  provides  the Fund with  general  office
facilities  and  provides,  at the  Fund's  expense,  the  services  of  persons
necessary to perform such supervisory,  administrative and clerical functions as
are needed to effectively  operate the Fund.  Those persons,  as well as certain
employees and Trustees of the Fund,  may be directors,  officers or employees of
(and persons providing services to the Fund may include) Tocqueville  Securities
and its affiliates.  For these services and facilities,  Tocqueville  Securities
receives with

                                      -12-




<PAGE>



respect to the Fund a fee  computed  and paid monthly at an annual rate of 0.15%
of the average daily net assets of the Fund.


                      PORTFOLIO TRANSACTIONS AND BROKERAGE

           Subject to the supervision of the Board of Trustees, decisions to buy
and sell  securities  for each  Fund are  made by the  Investment  Advisor.  The
Investment  Advisor is  authorized to allocate the orders placed by it on behalf
of a Fund to such unaffiliated  brokers who also provide research or statistical
material, or other services to the Fund or the Investment Advisor for the Fund's
use. Such allocation  shall be in such amounts and proportions as the Investment
Advisor  shall  determine  and  the  Investment  Advisor  will  report  on  said
allocations  regularly  to the Board of  Trustees  indicating  the  unaffiliated
brokers  to whom such  allocations  have been  made and the basis  therefor.  In
addition,  the Investment  Advisor may consider sales of shares of each Fund and
of any other funds advised or managed by the  Investment  Advisor as a factor in
the selection of unaffiliated brokers to execute portfolio transactions for each
Fund, subject to the requirements of best execution.

           In selecting a broker to execute  each  particular  transaction,  the
Investment  Advisor will take the  following  into  consideration:  the best net
price  available;  the  reliability,  integrity and  financial  condition of the
broker;  the size and  difficulty in executing the order;  and, the value of the
expected  contribution of the broker to the investment  performance of the Funds
on a continuing basis.  Accordingly,  the cost of the brokerage commissions to a
Fund in any transaction may be greater than that available from other brokers 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  Investment  Advisor shall not be deemed to have
acted  unlawfully  or to have  breached  any duty solely by reason of its having
caused a Fund to pay an unaffiliated  broker that provides  research services to
the Investment Advisor for each Fund's use an amount of commission for effecting
a portfolio investment transaction in excess of the amount of commission another
broker would have  charged for  effecting  the  transaction,  if the  Investment
Advisor  determines in good faith that such amount of commission  was reasonable
in relation to the value of the research  service provided by such broker viewed
in terms of either  that  particular  transaction  of the  Investment  Advisor's
ongoing  responsibilities  with respect to the Funds.  For the fiscal year ended
October 31, 1994, The Tocqueville Fund, Small Cap Fund,  Asia-Pacific  Fund, and
Europe Fund paid total  brokerage  commissions on portfolio  transactions in the
amount of $84,586, $25,057, $83,423 and $1,116, respectively, and for the fiscal
year ended October 31, 1995, The Tocqueville Fund, Small Cap Fund,  Asia-Pacific
Fund,  Europe Fund,  and  Government  Fund paid total  brokerage  commissions on
portfolio transactions in the amount of $71,728,  $71,128, $26,286, $39,142, and
$7,913, respectively.


                            ALLOCATION OF INVESTMENTS

           The  Investment  Advisor has other  advisory  clients  which  include
individuals,  trusts,  pension  and  profit  sharing  funds,  some of which have
similar  investment  objectives to the Funds. As such,  there will be times when
the  Investment  Advisor  may  recommend  purchases  and/or  sales  of the  same
portfolio securities for each Fund and its other clients. In such circumstances,
it will be the policy of the Investment  Advisor to allocate purchases and sales
among the Funds and its other clients in a manner which the  Investment  Advisor
deems  equitable,  taking into  consideration  such  factors as size of account,
concentration of holdings, investment objectives, tax status, cash availability,
purchase  cost,  holding  period and other  pertinent  factors  relative to each
account.  Simultaneous transactions may have an adverse effect upon the price or
volume of a security purchased by each Fund.




                                                      -13-




<PAGE>



                         COMPUTATION OF NET ASSET VALUE

           Each Fund will determine the net asset value of its shares once daily
as of the close of trading on the New York Stock  Exchange  on each day that the
Exchange is open for  business.  It is expected that the Exchange will be closed
on Saturdays  and Sundays and on New Year's Day,  President's  Day, Good Friday,
Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day and Christmas Day.
Each Fund may make or cause to be made a more frequent  determination of the net
asset value and offering price, which determination shall reasonably reflect any
material changes in the value of securities and other assets held by a Fund from
the immediately preceding  determination of net asset value. The net asset value
is  determined  by dividing the market value of a Fund's  investments  as of the
close of trading plus any cash or other assets (including  dividends  receivable
and accrued interest) less all liabilities  (including  accrued expenses) by the
number of the Fund's shares outstanding. Securities traded on the New York Stock
Exchange or the American  Stock  Exchange will be valued at the last sale price,
or if no sale,  at the mean between the latest bid and asked  price.  Securities
traded  in any  other  U.S.  or  foreign  market  shall be valued in a manner as
similar  as  possible  to the above,  or if not so  traded,  on the basis of the
latest available  price.  Securities sold short "against the box" will be valued
at market as  determined  above;  however,  in  instances  where a Fund has sold
securities short against a long position in the issuer's convertible securities,
for the purpose of  valuation,  the  securities  in the short  position  will be
valued at the "asked"  price  rather than the mean of the last "bid" and "asked"
prices.  Investments  in gold  bullion will be valued at their  respective  fair
market  values  determined on the basis of the mean between the last current bid
and asked  prices based on dealer or  exchanges  quotations.  Where there are no
readily available  quotations for securities they will be valued at a fair value
as determined by the Board of Trustees acting in good faith.


                        PURCHASE AND REDEMPTION OF SHARES

           A complete  description  of the manner by a which a Fund's shares may
be purchased and redeemed,  including discussions concerning the front-end sales
load on Class A shares and  contingent  deferred sales charge on Class B shares,
appears  in  the  Prospectus  under  the  headings   "Purchase  of  Shares"  and
"Redemption of Shares" respectively.


                                   TAX MATTERS

           The   following  is  only  a  summary  of  certain   additional   tax
considerations  generally  affecting each Fund and its shareholders that are not
described  in  the  Prospectus.  No  attempt  is  made  to  present  a  detailed
explanation  of the tax  treatment  of each  Fund or its  shareholders,  and the
discussions  here and in the  Prospectus  are not  intended as  substitutes  for
careful tax planning.


Qualification as a Regulated Investment Company

           Each Fund has elected to be taxed as a regulated  investment  company
under  Subchapter  M of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code").  As a regulated  investment  company,  a Fund is not subject to federal
income tax on the portion of its net investment income (i.e.,  taxable interest,
dividends and other taxable ordinary  income,  net of expenses) and capital gain
net income  (i.e.,  the excess of capital  gains over  capital  losses)  that it
distributes  to  shareholders,  provided that it distributes at least 90% of its
investment company taxable income (i.e., net investment income and the excess of
net  short-term  capital gain over net  long-term  capital loss) for the taxable
year (the "Distribution Requirement"),  and satisfies certain other requirements
of the Code that are described  below.  Distributions  by a Fund made during the
taxable year or, under specified  circumstances,  within twelve months after the
close of the taxable year, will be considered  distributions of income and gains
of the taxable year and can therefore satisfy the Distribution Requirement.


                                      -14-




<PAGE>



           In addition to satisfying the Distribution  Requirement,  a regulated
investment  company  must:  (1)  derive at least 90% of its  gross  income  from
dividends,  interest,  certain payments with respect to securities loans,  gains
from the sale or other disposition of stock or securities or foreign  currencies
(to the  extent  such  currency  gains are  directly  related  to the  regulated
investment company's principal business of investing in stock or securities) and
other  income  (including  but not  limited  to gains from  options,  futures or
forward  contracts)  derived  with  respect to its business of investing in such
stock, securities or currencies (the "Income Requirement");  and (2) derive less
than 30% of its gross income  (exclusive of certain gains on designated  hedging
transactions  that are offset by realized  or  unrealized  losses on  offsetting
positions)  from the sale or other  disposition of stock,  securities or foreign
currencies (or options, futures or forward contracts thereon) held for less than
three months (the  "Short-Short  Gain Test").  However,  foreign currency gains,
including  those  derived from options,  futures and  forwards,  will not in any
event be  characterized  as Short-Short Gain if they are directly related to the
regulated investment company's investments in stock or securities (or options or
futures thereon). Because of the Short-Short Gain Test, a Fund may have to limit
the sale of appreciated  securities that it has held for less than three months.
However,  the  Short-Short  Gain Test will not prevent a Fund from  disposing of
investments at a loss,  since the recognition of a loss before the expiration of
the  three-month  holding  period  is  disregarded  for this  purpose.  Interest
(including  original issue discount)  received by a Fund at maturity or upon the
disposition of a security held for less than three months will not be treated as
gross income derived from the sale or other  disposition of such security within
the meaning of the Short-Short Gain Test.  However,  income that is attributable
to realized market appreciation will be treated as gross income from the sale or
other disposition of securities for this purpose.

           In general,  gain or loss  recognized by a Fund on the disposition of
an  asset  will be a  capital  gain or loss.  However,  gain  recognized  on the
disposition  of a debt  obligation  purchased  by a Fund  at a  market  discount
(generally,  at a price  less than its  principal  amount)  will be  treated  as
ordinary  income to the  extent of the  portion  of the  market  discount  which
accrued  during  the  period  of time the Fund  held  the  debt  obligation.  In
addition,  under the rules of Code Section 988,  gain or loss  recognized on the
disposition of a debt obligation  denominated in a foreign currency or an option
with respect thereto (but only to the extent  attributable to changes in foreign
currency  exchange  rates),  and gain or loss recognized on the disposition of a
foreign currency forward contract, futures contract, option or similar financial
instrument,  or  of  foreign  currency  itself,  except  for  regulated  futures
contracts  or  non-equity  options  subject to Code  Section 1256 (unless a Fund
elects otherwise), will generally be treated as ordinary income or loss.

           In general,  for purposes of determining whether capital gain or loss
recognized by the Asia-Pacific  Fund or the Europe Fund on the disposition of an
asset is  long-term  or  short-term,  the  holding  period  of the  asset may be
affected if (1) the asset is used to close a "short  sale"  (which  includes for
certain purposes the acquisition of a put option) or is substantially  identical
to another asset so used, (2) the asset is otherwise held by the Fund as part of
a "straddle" (which term generally excludes a situation where the asset is stock
and the Fund grants a qualified covered call option (which,  among other things,
must not be  deep-in-the-money)  with respect thereto) or (3) the asset is stock
and the Fund grants an in-the-money  qualified  covered call option with respect
thereto.  However, for purposes of the Short-Short Gain Test, the holding period
of the asset disposed of may be reduced only in the case of clause (1) above. In
addition,  the Asia-Pacific Fund or the Europe Fund may be required to defer the
recognition of a loss on the  disposition of an asset held as part of a straddle
to the extent of any unrecognized gain on the offsetting position.

           Any gain  recognized by the  Asia-Pacific  Fund or the Europe Fund on
the lapse of, or any gain or loss  recognized  by the  Asia-Pacific  Fund or the
Europe Fund from a closing transaction with respect to, an option written by the
Fund will be treated as a short-term  capital gain or loss.  For purposes of the
Short-Short  Gain Test,  the holding  period of an option written by a Fund will
commence  on the date it is written  and end on the date it lapses or the date a
closing transaction is entered into.  Accordingly,  a Fund may be limited in its
ability to write  options  which  expire  within  three months and to enter into
closing transactions at a gain within three months of the writing of options.

           Transactions  that may be engaged in by the Asia-Pacific Fund and the
Europe Fund (such as  regulated  futures  contracts,  certain  foreign  currency
contracts, and options on stock indexes and futures

                                      -15-




<PAGE>



contracts) will be subject to special tax treatment as "Section 1256 contracts."
Section  1256  contracts  are  treated as if they are sold for their fair market
value on the last  business  day of the taxable  year,  even though a taxpayer's
obligations  (or rights) under such  contracts have not terminated (by delivery,
exercise, entering into a closing transaction or otherwise) as of such date. Any
gain or loss recognized as a consequence of the year-end  deemed  disposition of
Section 1256  contracts is taken into account for the taxable year together with
any other gain or loss that was previously  recognized  upon the  termination of
Section 1256  contracts  during that taxable year.  Any capital gain or loss for
the taxable year with respect to Section 1256  contracts  (including any capital
gain or loss  arising  as a  consequence  of the  year-end  deemed  sale of such
contracts) is generally  treated as 60%  long-term  capital gain or loss and 40%
short-term  capital  gain or loss. A Fund,  however,  may elect not to have this
special tax treatment  apply to Section 1256 contracts that are part of a "mixed
straddle"  with  other  investments  of the  Fund  that  are  not  Section  1256
contracts. The IRS has held in several private rulings (and Treasury Regulations
now provide) that gains arising from Section 1256  contracts will be treated for
purposes of the Short-Short  Gain Test as being derived from securities held for
not less than three months if the gains arise as a result of a constructive sale
under Code Section 1256.

            The Asia-Pacific Fund and the Europe Fund may purchase securities of
certain  foreign  investment  funds or trusts which  constitute  passive foreign
investment  companies  ("PFICs")  for  federal  income tax  purposes.  If a Fund
invests in a PFIC, it may elect to treat the PFIC as a qualifying  electing fund
(a "QEF") in which event the Fund will each year have  ordinary  income equal to
its pro rata share of the PFIC's  ordinary  earnings for the year and  long-term
capital  gain equal to its pro rata share of the PFIC's net capital gain for the
year, regardless of whether the Fund receives distributions of any such ordinary
earning  or  capital  gain from the PFIC.  If the Fund does not  (because  it is
unable to,  chooses not to or otherwise)  elect to treat the PFIC as a QEF, then
in general (1) any gain recognized by the Fund upon sale or other disposition of
its  interest in the PFIC or any excess  distribution  received by the Fund from
the PFIC  will be  allocated  ratably  over the  Fund's  holding  period  of its
interest  in the PFIC,  (2) the portion of such gain or excess  distribution  so
allocated to the year in which the gain is recognized or the excess distribution
is  received  shall be  included  in the  Fund's  gross  income for such year as
ordinary  income  (and  the   distribution  of  such  portion  by  the  Fund  to
shareholders  will be taxable as an ordinary income  dividend,  but such portion
will not be subject to tax at the Fund level),  (3) the Fund shall be liable for
tax on the  portions of such gain or excess  distribution  so allocated to prior
years in an amount equal to, for each such prior year, (i) the amount of gain or
excess  distribution  allocated to such prior year multiplied by the highest tax
rate  (individual or corporate) in effect for such prior year plus (ii) interest
on the amount  determined  under clause (i) for the period from the due date for
filing a return  for such  prior year until the date for filing a return for the
year in which the gain is recognized or the excess  distribution  is received at
the rates and methods  applicable to underpayments  of tax for such period,  and
(4) the distribution by the Fund to shareholders of the portions of such gain or
excess  distribution  so allocated to prior years (net of the tax payable by the
Fund thereon) will again be taxable to the  shareholders  as an ordinary  income
dividend.

           Under recently  proposed  Treasury  Regulations the Asia-Pacific Fund
and the Europe Fund can elect to  recognize  as gain the excess,  as of the last
day of its taxable  year,  of the fair market  value of each share of PFIC stock
over the Fund's  adjusted tax basis in that share ("mark to market gain").  Such
mark to market gain will be included by the Fund as ordinary  income,  such gain
will not be subject to the Short-Short  Gain Test, and the Fund's holding period
with  respect to such PFIC stock  commences on the first day of the next taxable
year.  If a Fund makes such  election  in the first  taxable  year it holds PFIC
stock,  the Fund will include  ordinary  income from any mark to market gain, if
any, and will not incur the tax described in the previous paragraph.

           Treasury  Regulations  permit  a  regulated  investment  company,  in
determining  its investment  company  taxable income and net capital gain (i.e.,
the excess of net long-term  capital gain over net short-term  capital loss) for
any taxable  year,  to elect  (unless it has made a taxable  year  election  for
excise  tax  purposes  as  discussed  below) to treat all or any part of any net
capital loss,  any net long-term  capital loss or any net foreign  currency loss
incurred after October 31 as if it had been incurred in the succeeding year.

           In addition to satisfying the requirements described above, each Fund
must  satisfy an asset  diversification  test in order to qualify as a regulated
investment company. Under this test, at the close of each

                                      -16-




<PAGE>



quarter of a Fund's taxable year, at least 50% of the value of the Fund's assets
must consist of cash and cash items, U.S. Government  securities,  securities of
other  regulated  investment  companies,  and securities of other issuers (as to
which the Fund has not  invested  more than 5% of the value of the Fund's  total
assets in  securities of such issuer and as to which the Fund does not hold more
than 10% of the outstanding voting securities of such issuer),  and no more than
25% of the value of its total  assets may be invested in the  securities  of any
one issuer  (other  than U.S.  Government  securities  and  securities  of other
regulated  investment  companies),  or in two or more  issuers  which  the  Fund
controls  and which are  engaged  in the same or similar  trades or  businesses.
Generally,  an option  (call or put) with  respect to a  security  is treated as
issued by the issuer of the security not the issuer of the option.

           If for any  taxable  year a Fund  does  not  qualify  as a  regulated
investment  company,  all of its taxable income (including its net capital gain)
will be subject to tax at regular  corporate  rates  without any  deduction  for
distributions to  shareholders,  and such  distributions  will be taxable to the
shareholders  as  ordinary  dividends  to the extent of the Fund's  current  and
accumulated earnings and profits. Such distributions  generally will be eligible
for the dividends-received deduction in the case of corporate shareholders.


Excise Tax on Regulated Investment Companies

           A 4% non-deductible  excise tax is imposed on a regulated  investment
company that fails to distribute in each calendar year an amount equal to 98% of
ordinary taxable income for the calendar year and 98% of capital gain net income
for the one-year  period ended on October 31 of such  calendar  year (or, at the
election of a regulated investment company having a taxable year ending November
30 or  December  31, for its  taxable  year (a "taxable  year  election")).  The
balance of such income must be  distributed  during the next calendar  year. For
the  foregoing  purposes,  a regulated  investment  company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year.

           For purposes of the excise tax, a regulated investment company shall:
(1) reduce its capital  gain net income (but not below its net capital  gain) by
the amount of any net  ordinary  loss for the  calendar  year;  and (2)  exclude
foreign  currency  gains and losses  incurred  after  October 31 of any year (or
after the end of its taxable  year if it has made a taxable  year  election)  in
determining the amount of ordinary  taxable income for the current calendar year
(and,  instead,  include such gains and losses in determining  ordinary  taxable
income for the succeeding calendar year).

           Each  Fund  intends  to  make  sufficient   distributions  or  deemed
distributions  of its ordinary  taxable income and capital gain net income prior
to the end of each calendar year to avoid liability for the excise tax. However,
investors  should note that a Fund may in certain  circumstances  be required to
liquidate portfolio investments to make sufficient distributions to avoid excise
tax liability.


Fund Distributions

           Each  Fund  anticipates   distributing   substantially   all  of  its
investment company taxable income for each taxable year. Such distributions will
be taxable to  shareholders  as  ordinary  income and treated as  dividends  for
federal income tax purposes. Such dividends paid by the Tocqueville Fund and the
Small  Cap  Fund  will  qualify  for the 70%  dividends-received  deduction  for
corporate  shareholders  only to the extent discussed below. Such dividends paid
by the  Asia-Pacific  Fund and the Europe Fund generally  should not qualify for
the 70% dividends-received deduction for corporate shareholders.

           A Fund may  either  retain  or  distribute  to  shareholders  its net
capital gain for each taxable year.  Each Fund  currently  intends to distribute
any such amounts. If net capital gain is distributed and designated as a capital
gain dividend,  it will be taxable to  shareholders  as long-term  capital gain,
regardless of the length of time the  shareholder has held his shares or whether
such gain was  recognized  by a Fund prior to the date on which the  shareholder
acquired his shares. The Code provides,  however,  that under certain conditions
only

                                      -17-




<PAGE>



50% of the capital gain recognized upon a Fund's  disposition of domestic "small
business" stock will be subject to tax.

           Conversely, if a Fund elects to retain its net capital gain, the Fund
will be taxed  thereon  (except  to the  extent of any  available  capital  loss
carryovers)  at the 35%  corporate  tax rate. If a Fund elects to retain its net
capital gain, it is expected that the Fund also will elect to have  shareholders
of record on the last day of its  taxable  year  treated  as if each  received a
distribution  of his pro rata  share of such  gain,  with the  result  that each
shareholder  will be  required  to report his pro rata share of such gain on his
tax return as long-term  capital gain,  will receive a refundable tax credit for
his pro rata share of tax paid by the Fund on the gain,  and will  increase  the
tax basis for his shares by an amount equal to the deemed  distribution less the
tax credit.

           Ordinary income  dividends paid by the Tocqueville Fund and the Small
Cap  Fund  with   respect  to  a  taxable   year  will   qualify   for  the  70%
dividends-received  deduction  generally  available to corporations  (other than
corporations,  such as S corporations,  which are not eligible for the deduction
because of their special  characteristics and other than for purposes of special
taxes such as the accumulated earnings tax and the personal holding company tax)
to the extent of the amount of  qualifying  dividends  received by the Fund from
domestic corporations for the taxable year. A dividend received by the Fund will
not be treated as a qualifying dividend (1) if it has been received with respect
to any  share of stock  that the Fund has held for less than 46 days (91 days in
the case of certain preferred stock), excluding for this purpose under the rules
of Code Section  246(c)(3) and (4): (i) any day more than 45 days (or 90 days in
the case of certain  preferred  stock) after the date on which the stock becomes
ex-dividend  and (ii) any period during which the Fund has an option to sell, is
under a contractual obligation to sell, has made and not closed a short sale of,
is the grantor of a deep-in-themoney or otherwise nonqualified option to buy, or
has  otherwise  diminished  its risk of loss by  holding  other  positions  with
respect to, such (or substantially  identical) stock; (2) to the extent that the
Fund is under an  obligation  (pursuant  to a short sale or  otherwise)  to make
related payments with respect to positions in  substantially  similar or related
property;  or (3) to the  extent  the  stock on which  the  dividend  is paid is
treated as  debt-financed  under the rules of Code Section 246A.  Moreover,  the
dividends-received  deduction for a corporate  shareholder  may be disallowed or
reduced  (1) if  the  corporate  shareholder  fails  to  satisfy  the  foregoing
requirements  with  respect to its shares of the Fund or (2) by  application  of
Code Section 246(b) which in general limits the dividends-received  deduction to
70% of the  shareholder's  taxable  income  (determined  without  regard  to the
dividends-received  deduction and certain other items).  Since an  insignificant
portion of the  Asia-Pacific  Fund and the Europe Fund will be invested in stock
of domestic  corporations,  the ordinary dividends  distributed by the Fund will
not qualify for the dividends-received deduction for corporate shareholders.

           Alternative  minimum tax ("AMT") is imposed in addition  to, but only
to the extent it exceeds,  the regular tax and is computed at a maximum marginal
rate of 28% for  noncorporate  taxpayers and 20% for corporate  taxpayers on the
excess of the taxpayer's  alternative  minimum  taxable income  ("AMTI") over an
exemption   amount.   In   addition,   under  the   Superfund   Amendments   and
Reauthorization  Act of 1986, a tax is imposed for taxable years beginning after
1986  and  before  1996 at the  rate  of  0.12%  on the  excess  of a  corporate
taxpayer's AMTI (determined without regard to the deduction for this tax and the
AMT net operating loss deduction) over $2 million. For purposes of the corporate
AMT and the  environmental  superfund  tax  (which  are  discussed  above),  the
corporate  dividends-received  deduction is not itself an item of tax preference
that  must be  added  back to  taxable  income  or is  otherwise  disallowed  in
determining a corporation's AMTI. However, corporate shareholders will generally
be required to take the full amount of any dividend  received from the Fund into
account  (without a  dividends-received  deduction) in determining  its adjusted
current earnings, which are used in computing an additional corporate preference
item  (i.e.,  75% of the  excess  of a  corporate  taxpayer's  adjusted  current
earnings over its AMTI  (determined  without regard to this item and the AMT net
operating loss deduction)) includable in AMTI.

           Investment  income that may be received by the Asia-Pacific  Fund and
the Europe Fund from sources within foreign  countries may be subject to foreign
taxes  withheld at the source.  The United  States has entered into tax treaties
with many  foreign  countries  which  entitle  a Fund to a  reduced  rate of, or
exemption from, taxes

                                      -18-




<PAGE>



on such income.  It is impossible to determine the effective rate of foreign tax
in advance  since the amount of each  Fund's  assets to be  invested  in various
countries  is not known.  If more than 50% of the value of a Fund's total assets
at the close of its taxable year consist of the stock or  securities  of foreign
corporations,  a Fund may elect to "pass through" to the Fund's shareholders the
amount of foreign taxes paid by the Fund. If a Fund so elects,  each shareholder
would be required to include in gross income, even though not actually received,
his pro rata share of the foreign  taxes paid by the Fund,  but would be treated
as having paid his pro rata share of such foreign  taxes and would  therefore be
allowed to either  deduct such amount in  computing  taxable  income or use such
amount  (subject to various Code  limitations)  as a foreign tax credit  against
federal  income tax (but not  both).  For  purposes  of the  foreign  tax credit
limitation  rules of the Code,  each  shareholder  would treat as foreign source
income his pro rata share of such  foreign  taxes plus the portion of  dividends
received  from a Fund  representing  income  derived  from foreign  sources.  No
deduction for foreign taxes could be claimed by an  individual  shareholder  who
does not itemize deductions. Each shareholder should consult his own tax adviser
regarding the potential application of foreign tax credits.

           Distributions  by a Fund  that  do  not  constitute  ordinary  income
dividends  or capital gain  dividends  will be treated as a return of capital to
the extent of (and in reduction of) the  shareholder's  tax basis in his shares;
any excess  will be treated as gain from the sale of his  shares,  as  discussed
below.

           Distributions by a Fund will be treated in the manner described above
regardless  of whether  such  distributions  are paid in cash or  reinvested  in
additional  shares of the Fund (or of another  fund).  Shareholders  receiving a
distribution  in the form of  additional  shares will be treated as  receiving a
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment  date. In addition,  if the net asset value at
the time a shareholder  purchases  shares of a Fund reflects  undistributed  net
investment  income  or  recognized   capital  gain  net  income,  or  unrealized
appreciation  in the  value of the  assets of the  Fund,  distributions  of such
amounts  will be  taxable to the  shareholder  in the  manner  described  above,
although such distributions  economically  constitute a return of capital to the
shareholder.

           Ordinarily, shareholders are required to take distributions by a Fund
into account in the year in which the distributions are made. However, dividends
declared  in  October,   November  or  December  of  any  year  and  payable  to
shareholders  of record on a  specified  date in such a month  will be deemed to
have been  received by the  shareholders  (and made by a Fund) on December 31 of
such  calendar  year if such  dividends  are  actually  paid in  January  of the
following year.  Shareholders  will be advised  annually as to the U.S.  federal
income tax consequences of distributions made (or deemed made) during the year.

           Each Fund will be required in certain  cases to withhold and remit to
the U.S.  Treasury 31% of ordinary income  dividends and capital gain dividends,
and the proceeds of redemption of shares,  paid to any  shareholder  (1) who has
provided either an incorrect tax identification  number or no number at all, (2)
who is  subject  to backup  withholding  by the IRS for  failure  to report  the
receipt  of  interest  or  dividend  income  properly,  or (3) who has failed to
certify to the Fund that it is not subject to backup withholding or that it is a
corporation or other "exempt recipient."


Sale or Redemption of Shares

           A shareholder  will  recognize gain or loss on the sale or redemption
of shares of a Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the  shareholder's  adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the  shareholder
purchases  other  shares of a Fund  within  30 days  before or after the sale or
redemption.  In general,  any gain or loss  arising  from (or treated as arising
from) the sale or redemption of shares of a Fund will be considered capital gain
or loss and will be  long-term  capital gain or loss if the shares were held for
longer  than one  year.  However,  any  capital  loss  arising  from the sale or
redemption  of shares held for six months or less will be treated as a long-term
capital loss to the extent of the amount of capital gain  dividends  received on
such shares. For this purpose,  the special holding period rules of Code Section
246(c)(3) and (4)  (discussed  above in connection  with the  dividends-received
deduction for  corporations)  generally  will apply in  determining  the holding
period of

                                      -19-




<PAGE>



shares. Long-term capital gains of noncorporate taxpayers are currently taxed at
a maximum rate 11.6% lower than the maximum rate applicable to ordinary  income.
Capital  losses in any year are  deductible  only to the extent of capital gains
plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.

           If a shareholder  (1) incurs a sales load in acquiring Class A shares
of a Fund, (2) disposes of such shares less than 91 days after they are acquired
and (3)  subsequently  acquires  shares of the Fund or another fund at a reduced
sales load  pursuant to a right to reinvest at such reduced  sales load acquired
in connection  with the  acquisition  of the shares  disposed of, then the sales
load on the shares disposed of (to the extent of the reduction in the sales load
on the  shares  subsequently  acquired)  shall  not be  taken  into  account  in
determining  gain or loss on the  shares  disposed  of but shall be  treated  as
incurred on the acquisition of the shares subsequently acquired.

Foreign Shareholders

           Taxation  of a  shareholder  who,  as  to  the  United  States,  is a
nonresident alien individual,  foreign trust or estate, foreign corporation,  or
foreign partnership ("foreign shareholder"),  depends on whether the income from
a Fund is "effectively  connected"  with a U.S. trade or business  carried on by
such shareholder.

           If the income from a Fund is not  effectively  connected  with a U.S.
trade or business carried on by a foreign shareholder, ordinary income dividends
paid to a foreign  shareholder  will be subject to U.S.  withholding  tax at the
rate of 30% (or  lower  treaty  rate)  upon the gross  amount  of the  dividend.
Furthermore,  such a foreign shareholder may be subject to U.S.  withholding tax
at the rate of 30% (or lower treaty rate) on the gross income resulting from the
Asia-Pacific  Fund's or the Europe  Fund's  election to treat any foreign  taxes
paid by it as paid by its  shareholders,  but  may not be  allowed  a  deduction
against this gross income or a credit against this U.S.  withholding tax for the
foreign  shareholder's  pro rata share of such foreign taxes which it is treated
as having paid. Such a foreign  shareholder  would generally be exempt from U.S.
federal  income tax on gains  realized on the sale of shares of a Fund,  capital
gain  dividends  and  amounts  retained  by the  Fund  that  are  designated  as
undistributed capital gains.

           If the income from a Fund is effectively  connected with a U.S. trade
or business carried on by a foreign shareholder, then ordinary income dividends,
capital gain  dividends,  and any gains  realized upon the sale of shares of the
Fund will be subject to U.S.  federal income tax at the rates applicable to U.S.
citizens or domestic corporations.

           In the  case of  foreign  noncorporate  shareholders,  a Fund  may be
required to withhold U.S.  federal income tax at a rate of 31% on  distributions
that are otherwise  exempt from  withholding tax (or taxable at a reduced treaty
rate) unless such shareholders  furnish the Fund with proper notification of its
foreign status.

           The tax consequences to a foreign  shareholder  entitled to claim the
benefits  of an  applicable  tax treaty may be  different  from those  described
herein.  Foreign  shareholders  are urged to consult their own tax advisers with
respect to the particular tax  consequences  to them of an investment in a Fund,
including the applicability of foreign taxes.

Effect of Future Legislation; Local Tax Considerations

           The  foregoing   general   discussion  of  U.S.  federal  income  tax
consequences is based on the Code and the Treasury Regulations issued thereunder
as in effect on the date of this  Statement of  Additional  Information.  Future
legislative  or  administrative  changes or court  decisions  may  significantly
change the conclusions  expressed herein,  and any such changes or decisions may
have a retroactive effect with respect to the transactions contemplated herein.

           Rules of state and local  taxation of ordinary  income  dividends and
capital gain dividends from regulated investment companies often differ from the
rules for U.S. federal income taxation described above.

                                      -20-




<PAGE>



Shareholders  are urged to consult their tax advisers as to the  consequences of
these and other state and local tax rules affecting investment in a Fund.


                             PERFORMANCE CALCULATION

           For purposes of quoting and comparing the performance of each Fund to
that  of  other  mutual  funds  and  to  other   relevant   market   indices  in
advertisements or in reports to shareholders, performance may be stated in terms
of  total  return.  Under  rules  promulgated  by the  Securities  and  Exchange
Commission  ("SEC"), a fund's advertising  performance must include total return
quotations calculated according to the following formula:

           P(1 + T)^n    = ERV
           Where:          P = a hypothetical initial payment of $1,000
                           T = average annual total return
                           n = number of years (1, 5 or 10)
                 ERV     = ending  redeemable  value of a hypothetical  $1,000
                           payment,  made at the beginning of the 1,5 or 10 year
                           period,  at the end of  such  period  (or  fractional
                           portion thereof.)

           Under the  foregoing  formula,  the time periods used in  advertising
will be based on rolling calendar quarters,  updated to the last day of the most
recent quarter prior to submission of the advertising for publication,  and will
cover 1, 5 and 10 year  periods of a Fund's  existence  or such  shorter  period
dating  from  the  effectiveness  of  the  Fund's  Registration   Statement.  In
calculating the ending  redeemable  value, all dividends and  distributions by a
Fund are assumed to have been  reinvested at net asset value as described in the
Prospectus on the reinvestment dates during the period.  Total return, or "T" in
the formula above, is computed by finding the average annual compounded rates of
return over the 1, 5 and 10 year periods (or  fractional  portion  thereof) that
would equate the initial amount  invested to the ending  redeemable  value.  Any
recurring account charges that might in the future be imposed by a Fund would be
included at that time.

           In addition to the total return  quotations  discussed  above, a Fund
may  advertise  its yield based on a 30-day (or one month)  period  ended on the
date of the most recent  balance  sheet  included  in the Fund's  Post-Effective
Amendment to its Registration Statement, computed by dividing the net investment
income per share  earned  during the period by the  maximum  offering  price per
share on the last day of the period, according to the following formula:

                               a-b
                YIELD =   2[( ----- + 1)^6 - 1]
                               cd

  Where:  a =   dividends and interest earned during the period.  

          b =   expenses accrued for the period (net of reimbursements).

          c =   the average  daily  number of shares  outstanding  during the
                period that were entitled to receive dividends.

          d =   the maximum  offering  price per share on the last day of the
                period.

           Under this formula,  interest earned on debt obligations for purposes
of "all above,  is  calculated  by (1)  computing  the yield to maturity of each
obligation  held  by the  Fund  based  on the  market  value  of the  obligation
(including  actual accrued interest) at the close of business on the last day of
each month,  or, with respect to  obligations  purchased  during the month,  the
purchase price (plus actual accrued  interest),  (2) dividing that figure by 360
and  multiplying  the quotient by the market value of the obligation  (including
actual accrued  interest as referred to above) to determine the interest  income
on the obligation for each day of the subsequent month that the obligation is in
the Fund's  portfolio  (assuming a month of 30 days) and (3) computing the total
of the interest earned on all debt obligations and all dividends  accrued on all
equity securities during the 30-day or one month period. In computing  dividends
accrued, dividend income is recognized by accruing 1/360 of the stated

                                      -21-




<PAGE>



dividend  rate of a  security  each  day  that  the  security  is in the  Fund's
portfolio. For purposes of "b" above, Rule 12b-1 expenses are included among the
expenses  accrued  for  the  period.   Undeclared  earned  income,  computed  in
accordance with generally accepted accounting principles, may be subtracted from
the maximum offering price calculation required pursuant to "d" above.

           Any quotation of  performance  stated in terms of yield will be given
no greater prominence than the information  prescribed under the SEC's rules. In
addition,  all  advertisements  containing  performance  data of any  kind  will
include  a  legend   disclosing  that  such  performance  data  represents  past
performance and that the investment  return and principal value of an investment
will fluctuate so that an investor's shares, when redeemed, may be worth more or
less than their original cost.

           Calculated  pursuant  to the SEC's  formula  and  assuming  an ending
redeemable value of an initial $1,000 investment, The Tocqueville Fund's Class A
total return for the 1 year, 5 year and since  inception  periods  ended October
31, 1995 was 16.01%, 15.89%, and 10.81%, respectively;  the Class A total return
for the  Asia-Pacific  Fund for the 1 year and  since  inception  periods  ended
October 31, 1995 was 11.63% and 4.79%;  the Class A total  return for the Europe
Fund for the 1 year and since inception periods ended October 31, 1995 was 8.08%
and  6.59%;  the Class A total  return for the Small Cap Fund for the 1 year and
since  inception  periods ended October 31, 1995 was 19.22% and 17.12%;  and the
Class A total return for the Government Fund for the since  inception  period to
October 31, 1995 was 0.96%.  For the 30 day period ended on the date of the most
recent balance sheet  included in this  registration  statement,  the Government
Fund's yield was 3.46% for Class A shares and 3.07% for Class B shares.  For the
period  from  August  14,  1995 to October  31,  1995,  the total  return of The
Tocqueville  Fund,  Class B, was -4.56%,  the total  return of the  Asia-Pacific
Fund,  Class B, was -3.42%,  the total return of the Europe  Fund,  Class B, was
- -1.10%,  and the total return of the Small Cap Value Fund,  Class B, was -3.89%,
and the total return of the Government Fund, Class B, was 1.14%.


                               GENERAL INFORMATION

ORGANIZATION AND DESCRIPTION OF SHARES OF THE TRUST

           The Trust was organized as a  Massachusetts  business trust under the
laws of The  Commonwealth  of  Massachusetts.  The Trust's  Declaration of Trust
filed September 17, 1986,  permits the Trustees to issue an unlimited  number of
shares of  beneficial  interest with a par value of $0.01 per share in the Trust
in an unlimited  number of series of shares.  The Trust consists of five series,
The  Tocqueville  Fund, The  Tocqueville  Small Cap Value Fund, The  Tocqueville
Asia-Pacific  Fund, The Tocqueville  Europe Fund and The Tocqueville  Government
Fund.  On August 19, 1991,  the  Declaration  of Trust was amended to change the
name of the  Trust to "The  Tocqueville  Trust,"  and on  August  4,  1995,  the
Declaration of Trust was amended to permit the division of a series into classes
of shares.  Each share of beneficial interest has one vote and shares equally in
dividends and distributions when and if declared by a Fund and in the Fund's net
assets  upon  liquidation.   All  shares,   when  issued,  are  fully  paid  and
nonassessable.  There are no  preemptive,  conversion or exchange  rights.  Fund
shares do not have  cumulative  voting rights and, as such,  holders of at least
50% of the shares  voting for Trustees can elect all Trustees and the  remaining
shareholders would not be able to elect any Trustees.  The Board of Trustees may
classify  or  reclassify  any  unissued  shares of the Trust into  shares of any
series by setting or  changing in any one or more  respects,  from time to time,
prior to the  issuance  of such  shares,  the  preference,  conversion  or other
rights,   voting  powers,   restrictions,   limitations  as  to  dividends,   or
qualifications of such shares. Any such classification or reclassification  will
comply  with the  provisions  of the 1940 Act.  Shareholders  of each  series as
created will vote as a series to change,  among other  things,  of a fundamental
policy  of each  Fund and to  approve  the  Investment  Advisory  Agreement  and
Distribution Plan.

           The Trust is not required to hold annual meetings of shareholders but
will  hold  special  meetings  of  shareholders  when,  in the  judgment  of the
Trustees, it is necessary or desirable to submit matters for a shareholder vote.
Shareholders  have, under certain  circumstances,  the right to communicate with
other

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<PAGE>



shareholders in connection  with  requesting a meeting of  shareholders  for the
purpose of removing one or more  Trustees.  Shareholders  also have,  in certain
circumstances,  the right to remove one or more Trustees  without a meeting.  No
material  amendment may be made to the Trust's  Declaration of Trust without the
affirmative vote of the holders of a majority of the outstanding  shares of each
series affected by the amendment.

           Under  Massachusetts  law,  shareholders of a Massachusetts  business
trust may, under certain  circumstances,  be held personally  liable as partners
for its  obligations.  However,  the Trust's  Declaration  of Trust  contains an
express disclaimer of shareholder liability for acts or obligations of the Trust
and provides for  indemnification and reimbursement of expenses out of the Trust
property for any shareholder  held personally  liable for the obligations of the
Trust. The Trust's Declaration of Trust further provides that obligations of the
Trust are not binding upon the Trustees  individually but only upon the property
of the Trust and that the Trustees  will not be liable for any action or failure
to act,  errors of  judgment  or  mistakes  of fact or law,  but  nothing in the
Declaration of Trust protects a Trustee  against any liability to which he would
otherwise  be  subject  by  reason  of  wilful  misfeasance,  bad  faith,  gross
negligence,  or reckless  disregard of the duties involved in the conduct of his
office.

PRINCIPAL HOLDERS

           As of January 31, 1996, the following  shareholders  owned 5% or more
of a fund's shares:

- -     The  Tocqueville  Fund,  Class A Tocqueville  Asset  Management  L.P. held
      discretion over 853,234.109 shares (32.7%)

- -     The Tocqueville Fund, Class B Boston Financial Data Services, Inc. held 14
      shares (100%)

- -     The Tocqueville Small Cap Value Fund, Class A Tocqueville Asset Management
      L.P. held discretion over 353,269.422 shares (41.2%)

- -     The  Tocqueville  Small  Cap Value  Fund,  Class B Boston  Financial  Data
      Services, Inc. held 16 shares (100%)

- -     The Tocqueville  Europe Fund,  Class A Tocqueville  Asset  Management L.P.
      held discretion over 948,839.98 (89.5%)

- -     The Tocqueville Europe Fund, Class B Boston Financial Data Services,  Inc.
      held 18 shares (100%)

- -     The Tocqueville  Asia-Pacific  Fund, Class A Tocqueville  Asset Management
      L.P. held discretion over 377,418.873 shares (71.6%)

- -     The Tocqueville Asia-Pacific, Class B Boston Financial Data Services, Inc.
      held 21 shares (100%)

- -     The Tocqueville Government Fund, Class A Tocqueville Asset Management L.P.
      held discretion over 442,071.825 shares (52.8%)

- -     The Tocqueville  Government  Fund, Class B Boston Financial Data Services,
      Inc. held 20 shares (100%)


The address of Tocqueville Asset Management L.P. is 1675 Broadway, New York, New
York 10019. The address of Boston Financial Data Services,  Inc. is Two Heritage
Drive, Quincy MA 02171.



                                      -23-




<PAGE>



                                     REPORTS

           Shareholders  receive  reports at least  semi-annually  showing  each
Fund's  holdings  and  other  information.  In  addition,  shareholders  receive
financial statements examined by the Trust's independent accountants.


                                               FINANCIAL STATEMENTS

           The  Financial  Statements  for each Fund for the  fiscal  year ended
October  31,  1995 are  incorporated  by  reference  from the Annual  Reports to
Shareholders dated October 31, 1995.


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