File No. 33-8746
ICA No. 811-4840
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 14
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 16
THE TOCQUEVILLE TRUST
(Exact Name of Registrant as Specified in Charter)
1675 Broadway
New York, New York 10018
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 698-0800
Francois D. Sicart
President
The Tocqueville Trust
1675 Broadway
New York, New York 10018
(Name and Address of Agent for Service)
Copies to:
Susan J. Penry-Williams, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
It is proposed that this filing will become effective (check appropriate box)
(x ) immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(1)
( ) on (date) pursuant to paragraph (a)(1)
( ) 75 days after filing pursuant to paragraph (a)(2)
( ) on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
( ) this post-effective amendment designates a new
effective date for a previously filed post-effective amendment.
Indefinite number of Shares registered under Rule 24f-2 by filing of initial
registration statement, effective January 7, 1987. Pursuant to paragraph (b)(1)
of Rule 24f-2, Registrant filed on December 26, 1995 a Rule 24f-2 Notice for the
fiscal year ended October 31, 1995.
<PAGE>
THE TOCQUEVILLE TRUST
Registration Statement on Form N-1A
CROSS REFERENCE SHEET
The Tocqueville Fund
The Tocqueville Asia-Pacific Fund
The Tocqueville Europe Fund
The Tocqueville Small Cap Value Fund
The Tocqueville Government Fund
Form N-1A
Item Number
Part A Prospectus Caption
1. Cover Page
2. Highlights; Fee Table
3. Selected Financial Information
4. Organization and Description of Shares of the Trust;
Investment Objective, Policy and Risks; Additional
Investment Policies and Risks
5.(a)(b)(c) Investment Advisor and Investment Advisory Agreement(s)
(d) Distribution Plans
(e) Custodian, Transfer Agent and Dividend Paying Agent
(f) Investment Advisor and Investment Advisory Agreement(s)
(g) Brokerage Allocation
5A Performance Calculation
6.(a) Organization and Description of Shares of the Trust
(b) Investment Advisor and Investment Advisory Agreement(s)
(c) Organization and Description of Shares of the Trust
(d) Purchase of Shares; Redemption of Shares
(e) Cover Page
(f)(g) Dividend Distribution and Tax Matters
7.(a)(b) Purchase of Shares
(c) Purchase of Shares
(d) Purchase of Shares
(e) *
(f) Distribution Plan
8. Redemption of Shares
9. *
Part B Statement of Additional Information Caption
10. Cover Page
11. Table of Contents
12. *
13. Investment Objective, Policy and Risks; Investment
Restrictions
14. Management
15. General Information
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<PAGE>
16.(a)(b) Investment Advisor and Investment Advisory
Agreements
(c) *
(d) *
(e) *
(f) Distribution Plans
(g) *
(h) See Prospectus
(i) *
17.(a) Portfolio Transactions and Brokerage
(b) *
(c) Portfolio Transactions and Brokerage
(d) *
(e) *
18. General Information
19.(a) Purchase and Redemption of Shares
(b) Computation of Net Asset Value
(c) *
20. Tax Matters
21. Distribution Plans
22. Performance Calculation
23. Financial Statements
Part C Information required to be included in Part C is set forth
- ------ under the appropriate Item, so numbered, in Part C to this
Registration Statement.
- --------------------------
* Not Applicable
- 3 -
<PAGE>
PROSPECTUS
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>
TABLE OF CONTENTS
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.......................... 0 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>
<TABLE>
<CAPTION>
FEE TABLE
CLASS A CLASS A CLASS B CLASS B
TOCQUEVILLE FUND SMALL CAP FUND TOCQUEVILLE FUND SMALL CAP FUND
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load on Purchases
<S> <C> <C> <C> <C>
(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%+++
CLASS A CLASS A CLASS B CLASS B
ASIA-PACIFIC FUND EUROPE FUND ASIA-PACIFIC FUND EUROPE FUND
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
SHAREHOLDER TRANSACTION EXPENSES:
<S> <C> <C>
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.
+++ 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
-------------------------------- ------- ------- ------- ------- ------- ------- ------- -------
You would pay the following expenses on a $1000
investment, assuming (1) 5% annual return and
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(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
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
- ------------------------------------------------ ------- ------- ------- ------- ------- ------- ------- -------
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
1 Year 3 Years 5 Years 10 Years
--------------- --------------- ----------- -------------
Class A Class B Class A Class B Class A Class B Class A Class B
EXAMPLE FOR THE TOCQUEVILLE ASIA-PACIFIC FUND ------- ------- ------- ------- ------- ------- ------- -------
---------------------------------------------
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
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
--------------------------------------- ------- ------- ------- ------- ------- ------- ------- -------
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
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
------------------------------------------- ------- ------- ------- ------- ------- ------- ------- -------
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 $106 $115 $185 $206
You would pay the following expenses on the
same investment, assuming no redemption:.... $52 $18 $78 $55 $106 $ 95 $185 $206
</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 2.40% for Class A
shares and 4.72% for Class B shares of The Tocqueville Europe Fund and 4.22% for
Class A shares and 4.72% for Class B shares of The Tocqueville Asia-Pacific
Fund. If the management fee and administrative services fee had not been waived,
then total operating
-6-
<PAGE>
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 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**
---- ---- ---- ---- ---- ---- ---- ---- ------
Per share operating performance (For a share outstanding
throughout the period)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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.............. (1.21) (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)..................... 16.07 7.7% 23.7% 14.9% 17.7% (3.4)% 16.7% 21.1% (13.70)%
Ratios/supplemental data $33,438
Net assets, end of period (000)...... $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% 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)2
Ratios/supplemental data
Net assets, end of period (000)...... $1.91
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>
<TABLE>
<CAPTION>
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)
<S> <C> <C>
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%
</TABLE>
- -------------------
(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>
<TABLE>
<CAPTION>
THE TOCQUEVILLE ASIA-PACIFIC FUND(A)--CLASS A SHARES
PERIOD FROM
YEAR ENDED YEAR ENDED YEAR ENDED NOVEMBER 12, 1991
OCTOBER 31, 1995 OCTOBER 31, 1994 OCTOBER 31, 1993 TO OCTOBER 31, 1992
---------------- ---------------- ---------------- -------------------
Per share operating performance (For a
share outstanding
throughout the period)
<S> <C> <C> <C> <C>
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)
Net investment income loss.......... 0.26%)(f) (0.87)%(d) (2.42)% (0 .73)%*(b)
Portfolio turnover rate............... 106% 168% 216%(e) 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................................................ --
Net investment income..................................... --
Portfolio turnover rate................................... --
-12-
<PAGE>
<TABLE>
<CAPTION>
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)
<S> <C> <C>
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)
Net investment income.......................... (0.53)% (2.47)%
Portfolio turnover rate ..................... 109.48% 0.00%
</TABLE>
- -------------------
(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................................................... 2.747+(a)
Ratio to average net assets of
Net investment income........................................ 3.087*
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 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)............................................. 8.72%*
Ratios/supplemental data
Net assets, end of period.................................... $2.01
Ratio to average net assets of
Expenses..................................................... --
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 meausre 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;
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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 based 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.
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
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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.
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.
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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 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
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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.
SPECIAL RISKS ASSOCIATED WITH THE 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.
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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. 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
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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 B
Plan, 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. 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
share) 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.
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.)
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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
Tocqueville Securities supervises administration of the Funds pursuant
to an Administrative Services Agreement . Under the Administrative Services
Agreement, Tocqueville Securities 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 Securities and its
affiliates. For these services and facilities, Tocqueville Securities 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.
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
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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.
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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
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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.
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
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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.
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
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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-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.
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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.
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
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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 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.
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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 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.
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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.
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.
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INVESTMENT ADVISOR THE TOCQUEVILLE FUND
Tocqueville Asset Management L.P.
1675 Broadway THE TOCQUEVILLE SMALL CAP VALUE FUND
New York, New York 10019
Telephone: (212) 698-0800 THE TOCQUEVILLE
Telecopier: (212) 262-0154 ASIA-PACIFIC FUND
DISTRIBUTOR THE TOCQUEVILLE
Tocqueville Securities L.P. EUROPE FUND
1675 Broadway
New York, New York 10019 AND
Telephone: (800) 697-3863
Telecopier: (212) 262-0154 THE TOCQUEVILLE GOVERNMENT FUND
SHAREHOLDERS' SERVICING, Series of
The Tocqueville Trust
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company
P.O. Box 8507
Boston, Massachusetts 02266-8507
Telephone: (800) 626-9402
BOARD OF TRUSTEES
Francois Sicart -- Chairman February 28, 1996
Bernard F. Combemale
James B. Flaherty
Inge Heckel Prospectus
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
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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.
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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.
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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.
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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,
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<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
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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.
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* Interested person of the Funds as defined in the 1940 Act.
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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 December 31, 1995, the Trustees and officers as a group owned beneficially
7.96% of The Tocqueville Fund's outstanding shares, 0% of the Asia-Pacific
Fund's outstanding shares, 0.08% of the Europe Fund's outstanding shares, and 0%
of the Small Cap 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-
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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
- --------
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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, 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 $62,602, 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
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<PAGE>
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 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
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<PAGE>
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 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.
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<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.
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<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
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<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
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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
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<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
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<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
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<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.
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<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:
YIELD = 2[( a - b + 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
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<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 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 0.968%. 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, respectively.
For the period from August 14, 1995 to October 31, 1995, the total return of the
Fund, Class B, was -4.56%, the total return of the Tocqueville
Asia-Pacific Fund, Class B, was - 3.42%, the total return of the Tocqueville
Europe Fund, Class B, was -1.10%, the total return of the Tocqueville Small Cap
Value Fund, Class B, was -3,89%, and the total return of the Tocqueville
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 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.
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<PAGE>
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 February 1, 1996, the following shareholders each beneficially owned
5% or more of a Fund's shares:
(1) The Tocqueville Europe Fund -
(2) The Tocqueville Asia-Pacific Fund -
(3) The Tocqueville Small Cap Value Fund - ;and
(4) The Tocqueville Government Fund -
The address of the above shareholders is c/o The Tocqueville Trust, 1675
Broadway, New York, NY 10019.
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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<PAGE>
<PAGE>
PART C. OTHER INFORMATION
- --------------------------
ITEM 24. Financial Statements and Exhibits
(a) Financial statements.
In Part A: None.
In Part B: None.
In Part C: Audited Statements of Assets and
Liabilities as of October 31, 1995.
(b) Exhibits
EX-99.B1. (a) Agreement and Declaration of
Trust of Registrant.(1)
(b) Amendment to the Agreement and
Declaration of Trust of
Registrant dated August 4,
1995.(5)
EX-99.B2. By-laws of Registrant.(1)
EX-99.B3. None.
EX-99.B4. Specimen certificate for shares of
beneficial interest of Registrant.(2)
EX-99.B5. (a) Investment Advisory Agreement
between Registrant on behalf of
The Tocqueville Fund and
Tocqueville Asset Management
L.P.(3)
- --------------------
(1)Previously filed in the Fund's Registration Statement on September 15, 1986.
(2)Previously filed in Pre-Effective Amendment No. 1 on December 2, 1986.
(3)Previously filed in Post-Effective Amendment No. 4 on December 29, 1989.
(4)Previously filed in Post-Effective Amendment No. 13 on July 19, 1995.
(5)Filed herewith.
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<PAGE>
(b) Investment Advisory Agreement
between Registrant on behalf of
The Tocqueville Asia-Pacific Fund
and Tocqueville Asset Management
L.P.(5)
(c) Investment Advisory Agreement
between Registrant on behalf of
The Tocqueville Europe Fund and
The Tocqueville Asset Management
L.P.(5)
(d) Investment Advisory Agreement
between Registrant on behalf of
The Tocqueville Small Cap Value
Fund and Tocqueville Asset
Management L.P.(5)
(e) Investment Advisory Agreement
Between Registrant on behalf of
The Tocqueville Government Fund
and Tocqueville Asset Management
L.P. (5)
EX-99.B6. Distribution Agreement between
Registrant and Tocqueville Securities
L.P.(5)
EX-99.B7. None.
EX-99.B8. Custodian and Transfer Agency Agreements
between Registrant and State Street Bank
and Trust Company.(2)
EX-99.B9. Administration Agreement between
Registrant and Tocqueville Asset
Management L.P.(5)
EX-99.B10. Consent of Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel, Counsel for the
Registrant.(5)
EX-99.B11. Consent of McGladrey & Pullen, LLP,
independent accountants for the
Registrant.(5)
EX-99.B12. (a) The Tocqueville Fund Annual
Report to Shareholders for the
year ended October 31, 1995,
including the Report of
Independent Certified Public
Accountants.(5)
(b) The Tocqueville Asia-Pacific Fund
Annual Report to Shareholders for
the year ended October 31, 1995,
including the Report of
Independent Certified Public
Accountants.(5)
(c) The Tocqueville Europe Fund
Annual Report to Shareholders for
the year ended October 31, 1995,
including the Report of
Independent Certified Public
Accountants.(5)
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<PAGE>
(d) The Tocqueville Small Cap Value
Fund Annual Report to
Shareholders for the year ended
October 31, 1995, including the
Report of Independent Certified
Public Accountants.(5)
(e) The Tocqueville Government Fund
Annual Report to Shareholders for
the year ended October 31, 1995,
including the Report of
Independent Certified Public
Accountants.(5)
EX-99.B13. Certificate re: initial $100,000
capital.(2)
EX-99.B14. None.
EX-99.B15. (a) Rule 12b-1 Plan for the Class A
shares of The Tocqueville Fund,
as amended.(5)
(b) Rule 12b-1 Plan for the Class B
shares of The Tocqueville
Fund.(5)
(c) Rule 12b-1 Plan for the Class A
shares of The Tocqueville
Asia-Pacific Fund, as amended.(5)
(d) Rule 12b-1 Plan for the Class B
shares of The Tocqueville
Asia-Pacific Fund.(5)
(e) Rule 12b-1 Plan for the Class A
shares of The Tocqueville Europe
Fund.(5)
(f) Rule 12b-1 Plan for the Class B
shares of The Tocqueville Europe
Fund.(5)
(g) Rule 12b-1 Plan for the Class A
shares of The Tocqueville Small
Cap Value Fund.(5)
(h) Rule 12b-1 Plan for the Class B
shares of The Tocqueville Small
Cap Value Fund.(5)
(i) Rule 12b-1 Plan for the Class A
Shares of The Tocqueville
Government Fund.(5)
(j) Rule 12b-1 Plan for the Class B
shares of The Tocqueville
Government Fund.(5)
EX-99.B16. Schedule for computation of performance
quotation.(4)
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<PAGE>
EX-27.B17. (a) Financial Data Schedule - The
Tocqueville Fund - Class A.(5)
(b) Financial Data Schedule - The
Tocqueville Fund - Class B.(5)
(c) Financial Data Schedule - The
Tocqueville Asia-Pacific Fund -
Class A.(5)
(d) Financial Data Schedule - The
Tocqueville Asia-Pacific Fund -
Class B.(5)
(e) Financial Data Schedule - The
Tocqueville Europe Fund - Class
A.(5)
(f) Financial Data Schedule - The
Tocqueville Europe Fund - Class
B.(5)
(g) Financial Data Schedule - The
Tocqueville Small Cap Value Fund
- Class A.(5)
(h) Financial Data Schedule - The
Tocqueville Small Cap Value Fund
- Class B.(5)
(i) Financial Data Schedule - The
Tocqueville Government Fund -
Class A.(5)
(j) Financial Data Schedule - The
Tocqueville Government Fund -
Class B.(5)
EX-99.B18. Rule 18f-3 Plan for The Tocqueville
Trust.(4)
ITEM 25. Persons Controlled By or Under Common Control with Registrant
None
ITEM 26. Number of Holders of Securities
Number of Record Holders
Title of Series as of February 1, 1996
- --------------- ------------------------
Shares of beneficial interest
The Tocqueville Fund 458
The Tocqueville Asia-Pacific Fund 117
The Tocqueville Europe Fund 57
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<PAGE>
The Tocqueville Small Cap Value Fund 106
The Tocqueville Government Fund 58
($.01 par value)
ITEM 27. Indemnification
Article VIII of the Registrant's Declaration of Trust provides
as follows:
The Trust shall indemnify each of its Trustees, officers (including
persons who serve at its request as directors, officers or trustees of another
organization in which it has any interest, as a shareholder, creditor or
otherwise) against all liabilities and expenses (including amounts paid in
satisfaction of judgments, in compromise, as fines and penalties, and as counsel
fees) reasonably incurred by him in connection with the defense or disposition
of any action, suit or other proceeding, whether civil or criminal, in which he
may be involved or with which he may be threatened, while in office or
thereafter, by reason of his being or having been such a trustee, officer,
employee or agent, except with respect to any matter to which he shall have been
adjudicated to have acted in bad faith, willful misfeasance, gross negligence or
reckless disregard of his duties; provided, however, that as to any matter
disposed of by a compromise payment by such person, pursuant to a consent decree
or otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless the Trust shall have received a written
opinion from independent legal counsel approved by the Trustees to the effect
that if the matter of willful misfeasance, gross negligence or reckless
disregard of duty, or the matter of good faith and reasonable belief as to the
best interests of the Trust, had been adjudicated, it would have been
adjudicated in favor of such person. The rights accruing to any Person under
these provisions shall not exclude any other right to which he may be lawfully
entitled; provided that no Person may satisfy any right of indemnity or
reimbursement granted herein or in Section 5.1 or to which he may be otherwise
entitled except out of the property of the Trust, and no Shareholder shall be
personally liable to any Person with respect to any claim for indemnity or
reimbursement or otherwise. The Trustees may make advance payments in connection
with indemnification under this Section 5.3, provided that the indemnified
person shall have given a written undertaking to reimburse the Trust in the
event it is subsequently determined that he is not entitled to such
indemnification.
Insofar as the conditional advancing of indemnification monies for
actions based upon the Investment Company Act of 1940 may be concerned, such
payments will be made only on the following conditions: (1) the advances must be
limited to amounts used, or to be used, for the preparation or presentation of a
defense to the action, including costs connected with the preparation of a
settlement; (ii) advances may be made only upon receipt of a written promise by,
or on behalf of, the recipient to repay that amount of the advance which exceeds
that amount to which it is ultimately determined that he is entitled to receive
from the Registrant by reason of indemnification; and (iii) (a) such promise
must be secured by a surety bond, other suitable insurance or an equivalent form
of security which assures that any repayments may be obtained by the Registrant
without delay or litigation, which bond, insurance or other form of security
must be provided by the recipient of the advance, or (b) a majority of a quorum
of the Registrant's disinterested, non-party Trustees, or an independent
- 8 -
<PAGE>
legal counsel in a written opinion, shall determine, based upon a review of
readily available facts, that the recipient of the advance ultimately will be
found entitled to indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee, officer or controlling person of the Registrant in
connection with the successful defense of any action, suit or proceeding) is
asserted by such Trustee, officer or controlling person in connection with
shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 28. Business and Other Connections of Investment Adviser
None.
ITEM 29. Principal Underwriters
(a) None.
(b) The following information is furnished with respect to the
officers and Partners of Tocqueville Securities L.P., the Registrant's principal
underwriter. The business address for all persons listed below is 1675 Broadway,
New York, New York 10019.
Positions and Positions and
Name and Principal Offices with Offices
Business Address Principal Underwriters with Registrant
- ------------------ ---------------------- ---------------
Tocqueville Management Corp. General Partner None
1675 Broadway
New York, New York 10018
Tocqueville Asset Management L.P. Limited Partner Investment Adviser
1675 Broadway
New York, New York 10018
- 9 -
<PAGE>
(c) Not Applicable. The Registrant's principal underwriter is
an affiliated person of the Registrant.
ITEM 30. Location of Accounts and Records
As required by Section 31(a) of the Investment Company Act of
1940, the accounts, books or other documents relating to each of The Tocqueville
Fund's, The Tocqueville Asia-Pacific Fund's, The Tocqueville Europe Fund's, The
Tocqueville Small Cap Value Fund's, and The Tocqueville Government Fund's budget
and accruals will be kept by Tocqueville Asset Management L.P., 1675 Broadway,
New York, New York 10019. The accounts, books or other documents of each Fund
relating to shareholder accounts and records and dividend disbursements will be
kept by State Street Bank and Trust Company, 1776 Heritage Drive, North Quincy,
Massachusetts.
ITEM 31. Management Services
There are no management-related service contracts not discussed
in Parts A and B.
ITEM 32. Undertakings
(1) Registrant undertakes to call a meeting of shareholders for
the purpose of voting upon the question of removal of a
trustee or trustees if requested to do so by the holders of
at least 10% of the Registrant's outstanding voting
securities, and to assist in communications with other
shareholders as required by Section 16(c) of the Investment
Company Act of 1940, as amended.
(2) Registrant undertakes to furnish each person to whom a
prospectus relating to The Tocqueville Fund, The
Tocqueville Asia-Pacific Fund, The Tocqueville Europe Fund,
The Tocqueville Small Cap Value Fund, The Tocqueville
Government Fund is delivered, a copy of a Fund's latest
annual report to shareholders which will include the
information required by Item 5A, upon request and without
charge.
- 10 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has certified that it meets all
of the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to its Registration Statement on Form N-1A to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York, on this 26th day of February, 1996.
THE TOCQUEVILLE TRUST
By: /s/Francois D. Sicart
---------------------
Francois D. Sicart
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/Francois D. Sicart Principal Executive Officer February 26, 1996
- --------------------- and Trustee
Francois D. Sicart
- --------------------- Trustee
Bernard F. Combemale
- --------------------- Trustee
James B. Flaherty
/s/ Inge Heckel Trustee February 26, 1996
- ---------------------
Inge Heckel
/s/Robert Kleinschmidt President, Principal Operating February 26, 1996
- ---------------------- Officer and Trustee
Robert Kleinschmidt
/s/Francois Letaconnoux Trustee February 26, 1996
- -----------------------
Francois Letaconnoux
/s/Kieran Lyons Vice President and Principal February 26, 1996
- ----------------------- Financial Officer
Kieran Lyons
<PAGE>
INDEX TO EXHIBITS
Exhibit Caption
EX-99.B1.(b) Amendment ot Declaration of Trust
EX-99.B5.(b) Investment Advisory Contract for The Tocqueville
Asia-Pacific Fund.
EX-99.B5.(c) Investment Advisory Contract for The Tocqueville
Europe Fund.
EX-99.B5.(d) Investment Advisory Contract for The Tocqueville
Small Cap Value Fund.
EX-99.B5.(e) Investment Advisory Contract for The Tocqueville
Government Fund.
EX-99.B6. Distribution Agreement for Registrant.
EX-99.B9. Administration Agreement for Registrant.
EX-99.B10. Consent of Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel, counsel for Registrant.
EX-99.B11. Consent of McGladrey & Pullen, independent
accountants for the Registrant.
EX-99.B12.(a) The Tocqueville Fund audited financial statements for
the period ended October 31, 1995.
EX-99.B12.(b) The Tocqueville Asia-Pacific Fund audited financial
statements for the period ended October 31, 1995.
EX-99.B12.(c) The Tocqueville Europe Fund audited financial
statements for the period ended October 31, 1995.
EX-99.B12.(d) The Tocqueville Small Cap Value Fund audited
financial statements for the period ended October 31,
1995.
EX-99.B12.(e) The Tocqueville Government Fund audited financial
statements for the period ended October 31, 1995.
EX-99.B15.(a) Rule 12b-1 Plan for the Class A shares of The
Tocqueville Fund.
EX-99.B15.(b) Rule 12b-1 Plan for the Class B shares of The
Tocqueville Fund.
<PAGE>
EX-99.B15.(c) Rule 12b-1 Plan for the Class A shares of The
Tocqueville Asia-Pacific Fund.
EX-99.B15.(d) Rule 12b-1 Plan for the Class B shares of The
Tocqueville Asia-Pacific Fund.
EX-99.B15.(e) Rule 12b-1 Plan for the Class A shares of The
Tocqueville Europe Fund.
EX-99.B15.(f) Rule 12b-1 Plan for the Class B shares of The
Tocqueville Europe Fund.
EX-99.B15.(g) Rule 12b-1 Plan for the Class A shares of The
Tocqueville Small Cap Value Fund.
EX-99.B15.(h) Rule 12b-1 Plan for the Class B shares of The
Tocqueville Small Cap Value Fund.
EX-99.B15.(i) Rule 12b-1 Plan for the Class A shares of The
Tocqueville Government Fund.
EX-99.B15.(j) Rule 12b-1 Plan for the Class B shares of The
Tocqueville Government Fund.
EX-27.B17.(a) Financial Data Schedule - The Tocqueville Fund -
Class A shares.
EX-27.B17.(b) Financial Data Schedule - The Tocqueville Fund -
Class B shares.
EX-27.B17.(c) Financial Data Schedule - The Tocqueville
Asia-Pacific Fund - Class A shares.
EX-27.B17.(d) Financial Data Schedule - The Tocqueville
Asia-Pacific Fund - Class B shares.
EX-27.B17.(e) Financial Data Schedule - The Tocqueville Europe Fund
- Class A shares.
EX-27.B17.(f) Financial Data Schedule - The Tocqueville Europe Fund
- Class B shares.
EX-27.B17.(g) Financial Data Schedule - The Tocqueville Small Cap
Value Fund - Class A shares.
<PAGE>
EX-27.B17.(h) Financial Data Schedule - The Tocqueville Small Cap
Value Fund - Class B shares.
EX-27.B17.(i) Financial Data Schedule - The Tocqueville Government
Fund - Class A shares.
EX-27.B17.(j) Financial Data Schedule - The Tocqueville Government
Fund - Class B shares.
EX-99.B1.(b)
AMENDMENT TO DECLARATION OF TRUST
<PAGE>
AMENDMENT TO
THE TOCQUEVILLE TRUST'S
AGREEMENT AND DECLARATION OF TRUST
AMENDMENT made as of the 4th day of August, 1995 to the
Agreement and Declaration of Trust of The Tocqueville Trust filed on September
17, 1986 and amended on August 19, 1991 under the Massachusetts G.L.c. 182,ss.2,
by the Trustees hereunder, and by the holders of shares of beneficial interest.
WITNESSETH that
WHEREAS, the Trustees have previously established a trust to
carry on the business of an investment company; and
WHEREAS, the shareholders authorized the Trustees hereunder,
by a vote of such shareholders holding a majority of the shares of each series
entitled to vote, to amend the Agreement and Declaration of Trust, as amended,
of the Tocqueville Trust, at a special shareholder meeting called for such
purpose on July 31, 1995.
NOW, THEREFORE, the Trustees hereby amend and restate Article
III, Section 1 of such Agreement and Declaration of Trust to read as follows:
Section 1. Division of Beneficial Interest. The Shares of the
Trust shall be issued in one or more series as the Trustees
may, without shareholder approval, authorize. Each series
shall be preferred over all other series in respect of the
assets allocated to that series. The beneficial interest in
each series shall at all times be divided into Shares, with
$.01 par value, each of which shall represent an equal
proportionate interest in the series with each other Share of
the same series, none having priority or preference over
another. The number of Shares authorized shall be unlimited.
The Trustees may from time to time divide or combine the
Shares into a greater or lesser number without thereby
changing the proportionate beneficial interests in the series.
Notwithstanding anything in this Agreement and
Declaration of Trust to the contrary, the Trustees may, in
their discretion, authorize the division of Shares of any
series into Shares of one or more classes of such series. All
Shares of a
<PAGE>
class shall be identical with each other and with the Shares
of each other class or subseries of the same series except for
such variations between classes as may be approved by the
Board of Trustees and be permitted under the Investment
Company Act of 1940, as amended, or pursuant to any exemptive
order issued by the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this
instrument the 4th day of August, 1995.
/s/Francois D. Sicart
---------------------------
Francois D. Sicart
/s/Robert Kleinschmidt
---------------------------
Robert Kleinschmidt
---------------------------
Bernard F. Combemale
/s/James B. Flaherty
---------------------------
James B. Flaherty
/s/Inge Heckel
---------------------------
Inge Heckel
---------------------------
Francois Letaconnoux
- 2 -
EX-99.B5.(B)
INVESTMENT ADVISORY CONTRACT FOR
THE TOCQUEVILLE ASIA-PACIFIC FUND
<PAGE>
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made 19th day of August, 1991 by and between
THE TOCQUEVILLE TRUST, a Massachusetts business trust (the "Trust"), on behalf
of its series THE TOCQUEVILLE EURO-PACIFIC FUND (the "Fund") and TOCQUEVILLE
ASSET MANAGEMENT L.P., a limited partnership (the "Investment Adviser");
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and the rules and regulations
promulgated thereunder; and
WHEREAS, the Investment Adviser is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Investment
Advisers Act"), and engages in the business of acting as an investment adviser;
and
WHEREAS, the Trust and the Investment Adviser desire to enter
into an agreement to provide for the management of the assets of the Fund on the
terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the
<PAGE>
receipt whereof is hereby acknowledged, the parties hereto agree as follows:
1. Management. The Investment Adviser shall act as investment
adviser for the Trust and shall, in such capacity, supervise the investment and
reinvestment of the cash, securities or other properties comprising the Trust's
assets, subject at all times to the policies and control of the Trust's Board of
Trustees. The Investment Adviser shall give the Trust the benefit of its best
judgment, efforts and facilities in rendering its services as investment
adviser. The Investment Adviser shall, for all purposes herein, be deemed an
independent contractor and shall have, unless otherwise expressly provided or
authorized, no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
2. Duties of Investment Advisor. In carrying out its
obligation under paragraph 1 hereof, the Investment Adviser
shall:
(a) supervise and manage all aspects of the Fund's
operations;
(b) provide the Fund or obtain for it, and thereafter
supervise, such executive, administrative, clerical and shareholder servicing
services as are deemed advisable by the Trust's Board of Trustees;
(c) arrange, but not pay for, the periodic updating
of prospectuses and supplements thereto, proxy material,
-2-
<PAGE>
tax returns, reports to the Fund's shareholders and reports to and filings with
the Securities and Exchange Commission, state Blue Sky authorities;
(d) provide the Fund with, or obtain for it, adequate
office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items for
the Fund's principal office;
(e) provide the Board of Trustees of the Trust on a
regular basis with financial reports and analyses on the Fund's operations and
the operations of comparable investment companies;
(f) obtain and evaluate pertinent information about
significant developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the Fund, and
whether concerning the individual issuers whose securities are included in the
Fund or the activities in which they engage, or with respect to securities which
the Investment Adviser considers desirable for inclusion in the Fund;
(g) determine what issuers and securities shall be
represented in the Fund's portfolio and regularly report them to the Board of
Trustees of the Trust;
(h) formulate and implement continuing programs for
the purchases and sales of the securities of such issuers and regularly report
thereon to the Board of Trustees of the Trust; and
-3-
<PAGE>
(i) take, on behalf of the Fund, all actions which
appear to the Fund necessary to carry into effect such purchase and sale
programs and supervisory functions as aforesaid, including the placing of orders
for the purchase and sale of portfolio securities.
3. Broker-Dealer Relationships. The Investment Adviser is
responsible for decisions to buy and sell securities for the Fund, broker-dealer
selection, and negotiation of brokerage commission rates. The Investment
Adviser's primary consideration in effecting a security transaction will be
execution at a price that is reasonable and fair compared to the commission, fee
or other remuneration received or to be received by other brokers in connection
with comparable transactions, including similar securities being purchased or
sold on a securities exchange during a comparable period of time.
In selecting a broker-dealer to execute each particular
transaction, the Investment Adviser will take the following into consideration:
the best net price available; the reliability, integrity and financial condition
of the broker-dealer; the size of and difficulty in executing the order; and the
value of the expected contribution of the broker-dealer to the investment
performance of the Fund on a continuing basis. Accordingly, the price to the
Fund in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of the
portfolio execution
-4-
<PAGE>
services offered. Subject to such policies and procedures as the Board of
Trustees may determine, the Investment Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Investment Adviser for the
Fund's use an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Investment Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Investment Adviser's overall responsibilities with respect to the Fund. The
Investment Adviser is further authorized to allocate the orders placed by it on
behalf of the Fund to such brokers and dealers who also provide research or
statistical material, or other services to the Fund or the Investment Adviser
for the Fund's use. Such allocation shall be in such amounts and proportions as
the Investment Adviser shall determine and the Investment Adviser will report on
said allocations regularly to the Board of Trustees of the Trust indicating the
brokers to whom such allocations have been made and the basis therefor.
-5-
<PAGE>
4. Control by Board of Trustees. Any investment program
undertaken by the Investment Adviser pursuant to this Agreement, as well as any
other activities undertaken by the Investment Adviser on behalf of the Fund
pursuant thereto, shall at all times be subject to any directives of the Board
of Trustees of the Trust.
5. Compliance with Applicable Requirements. In
carrying out its obligations under this Agreement, the Investment
Adviser shall at all times conform to:
(a) all applicable provisions of the Investment
Company Act and the Investment Advisers Act and any rules and regulations
adopted thereunder as amended; and
(b) the provisions of the Registration Statements of
the Fund under the Securities Act of 1933, as amended, and the Investment
Company Act; and
(c) the provisions of the Declaration of Trust of the
Trust, as amended; and
(d) the provisions of the By-laws of the Trust, as
amended; and
(e) any other applicable provisions of state and
federal law.
-6-
<PAGE>
6. Expenses. The expenses connected with the Fund
shall be allocable between the Fund and the Investment Adviser as
follows:
(a) The Investment Adviser shall furnish, at its
expense and without cost to the Trust, the services of a President, Secretary
and one or more Vice Presidents of the Fund, to the extent that such additional
officers may be required by the Fund for the proper conduct of its affairs.
(b) The Investment Adviser shall further maintain, at
its expense and without cost to the Fund, a trading function in order to carry
out its obligations under subparagraph (i) of paragraph 2 hereof to place orders
for the purchase and sale of portfolio securities for the Fund.
(c) Nothing in subparagraph (a) hereof shall be
construed to require the Investment Adviser to bear:
(i) any of the costs (including applicable office
space, facilities and equipment) of the services of a
principal financial officer of the Fund whose normal duties
consist of maintaining the financial accounts and books and
records of the Fund; including the reviewing of calculations
of net asset value and preparing tax returns; or
(ii) any of the costs (including applicable office
space, facilities and equipment) of the services of any of the
personnel operating under the direction of such principal
financial officer. Notwithstanding the
-7-
<PAGE>
obligation of the Fund to bear the expense of the functions
referred to in clauses (i) and (ii) of this subparagraph (c),
the Investment Adviser may pay the salaries, including any
applicable employment or payroll taxes and other salary costs,
of the principal financial officer and other personnel
carrying out such functions and the Fund shall reimburse the
Investment Adviser therefor upon proper accounting.
(d) All of the ordinary business expenses
incurred in the operations of the Fund and the offering of its shares shall be
borne by the Fund unless specifically provided otherwise in this paragraph 6.
These expenses include but are not limited to brokerage commissions, legal,
auditing, taxes or governmental fees, the cost of preparing share certificates,
custodian, depository, transfer and shareholder service agent costs, expenses of
issue, sale, redemption and repurchase of shares, expenses of registering and
qualifying shares for sale, insurance premiums on property or personnel
(including officers and trustees if available) of the Fund which inure to its
benefit, expenses relating to trustee and shareholder meetings, the cost of
preparing and distributing reports and notices to shareholders, the fees and
other expenses incurred by the Fund in connection with membership in investment
company organizations and the cost of printing copies of prospectuses and
statements of additional information distributed to shareholders.
-8-
<PAGE>
7. Delegation of Responsibilities. The Investment Adviser may
delegate the performance of certain investment advisory services to Tocqueville
Finance S.A., a company registered as an investment adviser in France, including
the responsibility to provide certain information and research to the Investment
Adviser regarding the foreign securities in which the Fund may invest.
Tocqueville Finance may place portfolio trades in foreign securities for the
Fund which, in accordance with the general securities practices in France, will
result in Tocqueville Finance receiving a portion of the brokerage commissions
paid to certain securities brokers for the foreign securities bought and sold
for the Fund.
The authorization for the Investment Adviser to use the
services of Tocqueville Finance is subject to the Fund receiving best price and
execution for the foreign securities transactions placed with foreign securities
brokers by Tocqueville Finance. Tocqueville Finance is an affiliate of the
Investment Adviser by virtue of the Investment Adviser's ownership of
approximately 25% of the common stock of such corporation. No compensation may
be paid the Fund or the Investment Adviser for the information and research
provided by Tocqueville Finance; however, Tocqueville Finance will, as stated
above, retain the portion of brokerage commissions received from certain
securities brokers for transactions executed in foreign markets.
-9-
<PAGE>
8. Compensation. The Fund shall pay the Investment Adviser in
full compensation for services rendered hereunder an annual investment advisory
fee, payable monthly, of 1.00% of the Fund's average daily net assets on the
first $50 million, .75% of the Fund's average daily net assets in excess of $50
million but not exceeding $100 million, and .65% of the Fund's average daily net
assets in excess of $100 million. The average daily net asset value of the Fund
shall be determined in the manner set forth in the Declaration of Trust and
Prospectus of the Fund.
9. Expense Limitation. If, for any fiscal year, the total of
all ordinary business expenses of the Fund, including all investment advisory
fees but excluding brokerage commissions and fees, taxes, interest and
extraordinary expenses such as litigation, would exceed the most restrictive
expense limits imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Fund are offered for sale, the investment
advisory fee shall be reduced by the amount of such excess. The amount of any
such reduction to be borne by the Investment Adviser shall be deducted from the
monthly investment advisory fee otherwise payable to the Investment Adviser
during such fiscal year; and if such amount should exceed such monthly fee, the
Investment Adviser agrees to pay to the Fund such excess expenses no later than
the last day of the first month of the next succeeding fiscal year. For the
purposes of this paragraph, the term "fiscal year" shall exclude the portion of
the current
-10-
<PAGE>
fiscal year which shall have elapsed prior to the date hereof and shall include
the portion of the then-current fiscal year which shall have elapsed at the date
of termination of this Agreement.
10. Non-Exclusivity. The services of the Investment Adviser to
the Fund are not to be deemed to be exclusive, and the Investment Adviser shall
be free to render investment advisory and corporate administrative or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers or Partners of the
Investment Adviser may serve as officers or trustees of the Trust, and that
officers or trustees of the Trust may serve as officers or partners of the
Investment Adviser to the extent permitted by law; and that the officers and
partners of the Investment Adviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers or partners of any other firm or corporation,
including other investment companies.
11. Term and Approval. This Agreement shall become effective
at the close of business on the date hereof and shall remain in force and effect
for two years and thereafter from year to year, provided that such continuance
is specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by
the vote of a majority of the Fund's outstanding voting
-11-
<PAGE>
securities (as defined in Section 2(a)(42) of the Investment Company Act); and
(b) by the affirmative vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of a party
to this Agreement (other than as Trust trustees), by votes cast in person at a
meeting specifically called for such purpose.
12. Termination. This Agreement may be terminated at any time,
without the payment of any penalty, by vote of the Trust's Board of Trustees or
by vote of a majority of the Fund's outstanding voting securities, or by the
Investment Adviser, on sixty (60) days' written notice to the other party. The
notice provided for herein may be waived by either party. This Agreement shall
automatically terminate in the event of its assignment, the term "assignment"
for the purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.
13. Liability of Investment Adviser and Indemnification. In
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Investment
Adviser or any of its officers, trustees or employees, it shall not be subject
to liability to the Trust or to any shareholder of the Trust for any omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.
-12-
<PAGE>
14. Liability of Trustees and Shareholders. A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the trustees of the Trust as trustees and
not individually and that the obligations of this instrument are not binding
upon any of the trustees or shareholders individually but are binding only upon
the assets and property of the Fund.
15. Notices. Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage paid to the other party at
such address as such other party may designate for the receipt of such notice.
Until further notice to the other party, it is agreed that the address of the
Trust and that of the Investment Adviser shall be 1675 Broadway, New York, New
York 10019.
16. Questions of Interpretation. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the Investment Company Act
shall be resolved by reference to such term or provision of the Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission issued pursuant to said Act. In
addition, where the effect of a requirement of the Investment Company Act
reflected in any provision of this
-13-
<PAGE>
Agreement is released by rules, regulation or order of the Securities and
Exchange Commission, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers on the day
and year first above written.
THE TOCQUEVILLE TRUST, on
behalf of The Tocqueville
Euro-Pacific Fund
Attest: By:/s/ Francois Sicart
-------------------
/s/ Joseph Cooper
- ----------------- TOCQUEVILLE ASSET MANAGEMENT
L.P.
Attest:
By:/s/ Francois Sicart
/s/ Joseph Cooper -------------------
- -----------------
-14-
<PAGE>
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
At a meeting of the Board of Trustees held on March 7, 1994, the Board adopted a
resolution to change the name of the Fund to "The Tocqueville Asia-Pacific Fund"
to coincide with the change in the Fund's investment policies provided such
change is approved by the Fund's shareholders. On April 8, 1994, at a meeting of
shareholders, the shareholders of the Fund approved such proposal. Accordingly,
the reference to "The Tocqueville EuroPacific Fund" in the preamble of the
Agreement is amended to read "The Tocqueville Asia-Pacific Fund." In addition,
the reference to "The Tocqueville Euro-Pacific Fund" on the signature line is
amended to read "The Tocqueville Asia-Pacific Fund."
-15-
EX-99.B5.(C)
INVESTMENT ADVISORY CONTRACT FOR
THE TOCQUEVILLE EUROPE FUND
<PAGE>
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 10th day of June, 1994 by and between THE
TOCQUEVILLE TRUST, a Massachusetts business trust (the "Trust"), on behalf of
its series THE TOCQUEVILLE EUROPE FUND (the "Fund") and TOCQUEVILLE ASSET
MANAGEMENT L.P., a limited partnership (the "Investment Adviser");
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and the rules and regulations
promulgated thereunder; and
WHEREAS, the Investment Adviser is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Investment
Advisers Act"), and engages in the business of acting as an investment adviser;
and
WHEREAS, the Trust and the Investment Adviser desire to enter
into an agreement to provide for the management of the assets of the Fund on the
terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the
<PAGE>
receipt whereof is hereby acknowledged, the parties hereto agree
as follows:
1. Management. The Investment Adviser shall act as investment
adviser for the Trust and shall, in such capacity, supervise the investment and
reinvestment of the cash, securities or other properties comprising the Trust's
assets, subject at all times to the policies and control of the Trust's Board of
Trustees. The Investment Adviser shall give the Trust the benefit of its best
judgment, efforts and facilities in rendering its services as investment
adviser. The Investment Adviser shall, for all purposes herein, be deemed an
independent contractor and shall have, unless otherwise expressly provided or
authorized, no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
2. Duties of Investment Advisor. In carrying out its
obligation under paragraph 1 hereof, the Investment Adviser
shall:
(a) supervise and manage all aspects of the
Fund's operations;
(b) provide the Fund or obtain for it, and
thereafter supervise, such executive, administrative, clerical and shareholder
servicing services as are deemed advisable by the Trust's Board of Trustees;
(c) arrange, but not pay for, the periodic
updating of prospectuses and supplements thereto, proxy material,
-2-
<PAGE>
tax returns, reports to the Fund's shareholders and reports to and filings with
the Securities and Exchange Commission, state Blue Sky authorities;
(d) provide the Fund with, or obtain for it,
adequate office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items for
the Fund's principal office;
(e) provide the Board of Trustees of the Trust on
a regular basis with financial reports and analyses on the Fund's
operations and the operations of comparable investment companies;
(f) obtain and evaluate pertinent information
about significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy generally or the
Fund, and whether concerning the individual issuers whose securities are
included in the Fund or the activities in which they engage, or with respect to
securities which the Investment Adviser considers desirable for inclusion in the
Fund;
(g) determine what issuers and securities shall
be represented in the Fund's portfolio and regularly report them
to the Board of Trustees of the Trust;
(h) formulate and implement continuing programs
for the purchases and sales of the securities of such issuers and
regularly report thereon to the Board of Trustees of the Trust;
and
-3-
<PAGE>
(i) take, on behalf of the Fund, all actions
which appear to the Fund necessary to carry into effect such purchase and sale
programs and supervisory functions as aforesaid, including the placing of orders
for the purchase and sale of portfolio securities.
3. Broker-Dealer Relationships. The Investment Adviser is
responsible for decisions to buy and sell securities for the Fund, broker-dealer
selection, and negotiation of brokerage commission rates. The Investment
Adviser's primary consideration in effecting a security transaction will be
execution at a price that is reasonable and fair compared to the commission, fee
or other remuneration received or to be received by other brokers in connection
with comparable transactions, including similar securities being purchased or
sold on a securities exchange during a comparable period of time.
In selecting a broker-dealer to execute each particular
transaction, the Investment Adviser will take the following into consideration:
the best net price available; the reliability, integrity and financial condition
of the broker-dealer; the size of and difficulty in executing the order; and the
value of the expected contribution of the broker-dealer to the investment
performance of the Fund on a continuing basis. Accordingly, the price to the
Fund in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of the
portfolio execution
-4-
<PAGE>
services offered. Subject to such policies and procedures as the Board of
Trustees may determine, the Investment Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Investment Adviser for the
Fund's use an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Investment Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Investment Adviser's overall responsibilities with respect to the Fund. The
Investment Adviser is further authorized to allocate the orders placed by it on
behalf of the Fund to such brokers and dealers who also provide research or
statistical material, or other services to the Fund or the Investment Adviser
for the Fund's use. Such allocation shall be in such amounts and proportions as
the Investment Adviser shall determine and the Investment Adviser will report on
said allocations regularly to the Board of Trustees of the Trust indicating the
brokers to whom such allocations have been made and the basis therefor.
-5-
<PAGE>
4. Control by Board of Trustees. Any investment program
undertaken by the Investment Adviser pursuant to this Agreement, as well as any
other activities undertaken by the Investment Adviser on behalf of the Fund
pursuant thereto, shall at all times be subject to any directives of the Board
of Trustees of the Trust.
5. Compliance with Applicable Requirements. In
carrying out its obligations under this Agreement, the Investment
Adviser shall at all times conform to:
(a) all applicable provisions of the Investment
Company Act and the Investment Advisers Act and any rules and
regulations adopted thereunder as amended; and
(b) the provisions of the Registration Statements
of the Fund under the Securities Act of 1933, as amended, and the
Investment Company Act; and
(c) the provisions of the Declaration of Trust of
the Trust, as amended; and
(d) the provisions of the By-laws of the Trust,
as amended; and
(e) any other applicable provisions of state and
federal law.
-6-
<PAGE>
6. Expenses. The expenses connected with the Fund
shall be allocable between the Fund and the Investment Adviser as
follows:
(a) The Investment Adviser shall furnish, at its
expense and without cost to the Trust, the services of a President, Secretary
and one or more Vice Presidents of the Fund, to the extent that such additional
officers may be required by the Fund for the proper conduct of its affairs.
(b) The Investment Adviser shall further
maintain, at its expense and without cost to the Fund, a trading function in
order to carry out its obligations under subparagraph (i) of paragraph 2 hereof
to place orders for the purchase and sale of portfolio securities for the Fund.
(c) Nothing in subparagraph (a) hereof shall be
construed to require the Investment Adviser to bear:
(i) any of the costs (including applicable office
space, facilities and equipment) of the services of a
principal financial officer of the Fund whose normal duties
consist of maintaining the financial accounts and books and
records of the Fund; including the reviewing of calculations
of net asset value and preparing tax returns; or
(ii) any of the costs (including applicable office
space, facilities and equipment) of the services of any
of the personnel operating under the direction of such
principal financial officer. Notwithstanding the
-7-
<PAGE>
obligation of the Fund to bear the expense of the functions
referred to in clauses (i) and (ii) of this subparagraph (c),
the Investment Adviser may pay the salaries, including any
applicable employment or payroll taxes and other salary costs,
of the principal financial officer and other personnel
carrying out such functions and the Fund shall reimburse the
Investment Adviser therefor upon proper accounting.
(d) All of the ordinary business expenses
incurred in the operations of the Fund and the offering of its shares shall be
borne by the Fund unless specifically provided otherwise in this paragraph 6.
These expenses include but are not limited to brokerage commissions, legal,
auditing, taxes or governmental fees, the cost of preparing share certificates,
custodian, depository, transfer and shareholder service agent costs, expenses of
issue, sale, redemption and repurchase of shares, expenses of registering and
qualifying shares for sale, insurance premiums on property or personnel
(including officers and trustees if available) of the Fund which inure to its
benefit, expenses relating to trustee and shareholder meetings, the cost of
preparing and distributing reports and notices to shareholders, the fees and
other expenses incurred by the Fund in connection with membership in investment
company organizations and the cost of printing copies of prospectuses and
statements of additional information distributed to shareholders.
-8-
<PAGE>
7. Delegation of Responsibilities. The Investment Adviser may
delegate the performance of certain investment advisory services to Tocqueville
Finance S.A., a company registered as an investment adviser in France, including
the responsibility to provide certain information and research to the Investment
Adviser regarding the foreign securities in which the Fund may invest.
Tocqueville Finance may place portfolio trades in foreign securities for the
Fund which, in accordance with the general securities practices in France, will
result in Tocqueville Finance receiving a portion of the brokerage commissions
paid to certain securities brokers for the foreign securities bought and sold
for the Fund.
The authorization for the Investment Adviser to use the
services of Tocqueville Finance is subject to the Fund receiving best price and
execution for the foreign securities transactions placed with foreign securities
brokers by Tocqueville Finance. Tocqueville Finance is an affiliate of the
Investment Adviser by virtue of the Investment Adviser's ownership of
approximately 25% of the common stock of such corporation. No compensation may
be paid the Fund or the Investment Adviser for the information and research
provided by Tocqueville Finance; however, Tocqueville Finance will, as stated
above, retain the portion of brokerage commissions received from certain
securities brokers for transactions executed in foreign markets.
-9-
<PAGE>
8. Compensation. The Fund shall pay the Investment Adviser in
full compensation for services rendered hereunder an annual investment advisory
fee, payable monthly, of 1.00% of the Fund's average daily net assets on the
first $50 million, .75% of the Fund's average daily net assets in excess of $50
million but not exceeding $100 million, and .65% of the Fund's average daily net
assets in excess of $100 million. The average daily net asset value of the Fund
shall be determined in the manner set forth in the Declaration of Trust and
Prospectus of the Fund.
9. Expense Limitation. If, for any fiscal year, the total of
all ordinary business expenses of the Fund, including all investment advisory
fees but excluding brokerage commissions and fees, taxes, interest and
extraordinary expenses such as litigation, would exceed the most restrictive
expense limits imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Fund are offered for sale, the investment
advisory fee shall be reduced by the amount of such excess. The amount of any
such reduction to be borne by the Investment Adviser shall be deducted from the
monthly investment advisory fee otherwise payable to the Investment Adviser
during such fiscal year; and if such amount should exceed such monthly fee, the
Investment Adviser agrees to pay to the Fund such excess expenses no later than
the last day of the first month of the next succeeding fiscal year. For the
purposes of this paragraph, the term "fiscal year" shall exclude the portion of
the current
-10-
<PAGE>
fiscal year which shall have elapsed prior to the date hereof and shall include
the portion of the then-current fiscal year which shall have elapsed at the date
of termination of this Agreement.
10. Non-Exclusivity. The services of the Investment Adviser to
the Fund are not to be deemed to be exclusive, and the Investment Adviser shall
be free to render investment advisory and corporate administrative or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers or Partners of the
Investment Adviser may serve as officers or trustees of the Trust, and that
officers or trustees of the Trust may serve as officers or partners of the
Investment Adviser to the extent permitted by law; and that the officers and
partners of the Investment Adviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers or partners of any other firm or corporation,
including other investment companies.
11. Term and Approval. This Agreement shall become effective
at the close of business on the date hereof and shall remain in force and effect
for two years and thereafter from year to year, provided that such continuance
is specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or
(ii) by the vote of a majority of the Fund's outstanding voting
-11-
<PAGE>
securities (as defined in Section 2(a)(42) of the Investment
Company Act); and
(b) by the affirmative vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of a party
to this Agreement (other than as Trust trustees), by votes cast in person at a
meeting specifically called for such purpose.
12. Termination. This Agreement may be terminated at any time,
without the payment of any penalty, by vote of the Trust's Board of Trustees or
by vote of a majority of the Fund's outstanding voting securities, or by the
Investment Adviser, on sixty (60) days' written notice to the other party. The
notice provided for herein may be waived by either party. This Agreement shall
automatically terminate in the event of its assignment, the term "assignment"
for the purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.
13. Liability of Investment Adviser and Indemnification. In
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Investment
Adviser or any of its officers, trustees or employees, it shall not be subject
to liability to the Trust or to any shareholder of the Trust for any omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.
-12-
<PAGE>
14. Liability of Trustees and Shareholders. A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the trustees of the Trust as trustees and
not individually and that the obligations of this instrument are not binding
upon any of the trustees or shareholders individually but are binding only upon
the assets and property of the Fund.
15. Notices. Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage paid to the other party at
such address as such other party may designate for the receipt of such notice.
Until further notice to the other party, it is agreed that the address of the
Trust and that of the Investment Adviser shall be 1675 Broadway, New York, New
York 10019.
16. Questions of Interpretation. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the Investment Company Act
shall be resolved by reference to such term or provision of the Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission issued pursuant to said Act. In
addition, where the effect of a requirement of the Investment Company Act
reflected in any provision of this
-13-
<PAGE>
Agreement is released by rules, regulation or order of the Securities and
Exchange Commission, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers on the day
and year first above written.
THE TOCQUEVILLE TRUST, on
behalf of The Tocqueville
Europe Fund
Attest: By:/s/ Robert Kleinschmidt
-----------------------
/s/ Kieran Lyons
- ---------------- TOCQUEVILLE ASSET MANAGEMENT
L.P.
Attest:
By:/s/ Robert Kleinschmidt
/s/ Kieran Lyons -----------------------
- ----------------
-14-
EX-99.B5.(D)
INVESTMENT ADVISORY CONTRACT FOR
THE TOCQUEVILLE SMALL CAP VALUE FUND
<PAGE>
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 10th day of June, 1994 by and between THE
TOCQUEVILLE TRUST, a Massachusetts business trust (the "Trust"), on behalf of
its series THE TOCQUEVILLE SMALL CAP VALUE FUND (the "Fund") and TOCQUEVILLE
ASSET MANAGEMENT L.P., a limited partnership (the "Investment Adviser");
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and the rules and regulations
promulgated thereunder; and
WHEREAS, the Investment Adviser is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Investment
Advisers Act"), and engages in the business of acting as an investment adviser;
and
WHEREAS, the Trust and the Investment Adviser desire to enter
into an agreement to provide for the management of the assets of the Fund on the
terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the
<PAGE>
receipt whereof is hereby acknowledged, the parties hereto agree
as follows:
1. Management. The Investment Adviser shall act as investment
adviser for the Trust and shall, in such capacity, supervise the investment and
reinvestment of the cash, securities or other properties comprising the Trust's
assets, subject at all times to the policies and control of the Trust's Board of
Trustees. The Investment Adviser shall give the Trust the benefit of its best
judgment, efforts and facilities in rendering its services as investment
adviser. The Investment Adviser shall, for all purposes herein, be deemed an
independent contractor and shall have, unless otherwise expressly provided or
authorized, no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
2. Duties of Investment Advisor. In carrying out its
obligation under paragraph 1 hereof, the Investment Adviser
shall:
(a) supervise and manage all aspects of the
Fund's operations;
(b) provide the Fund or obtain for it, and
thereafter supervise, such executive, administrative, clerical and shareholder
servicing services as are deemed advisable by the Trust's Board of Trustees;
(c) arrange, but not pay for, the periodic
updating of prospectuses and supplements thereto, proxy material,
-2-
<PAGE>
tax returns, reports to the Fund's shareholders and reports to and filings with
the Securities and Exchange Commission, state Blue Sky authorities;
(d) provide the Fund with, or obtain for it,
adequate office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items for
the Fund's principal office;
(e) provide the Board of Trustees of the Trust on
a regular basis with financial reports and analyses on the Fund's
operations and the operations of comparable investment companies;
(f) obtain and evaluate pertinent information
about significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy generally or the
Fund, and whether concerning the individual issuers whose securities are
included in the Fund or the activities in which they engage, or with respect to
securities which the Investment Adviser considers desirable for inclusion in the
Fund;
(g) determine what issuers and securities shall
be represented in the Fund's portfolio and regularly report them
to the Board of Trustees of the Trust;
(h) formulate and implement continuing programs
for the purchases and sales of the securities of such issuers and
regularly report thereon to the Board of Trustees of the Trust;
and
-3-
<PAGE>
(i) take, on behalf of the Fund, all actions
which appear to the Fund necessary to carry into effect such purchase and sale
programs and supervisory functions as aforesaid, including the placing of orders
for the purchase and sale of portfolio securities.
3. Broker-Dealer Relationships. The Investment Adviser is
responsible for decisions to buy and sell securities for the Fund, broker-dealer
selection, and negotiation of brokerage commission rates. The Investment
Adviser's primary consideration in effecting a security transaction will be
execution at a price that is reasonable and fair compared to the commission, fee
or other remuneration received or to be received by other brokers in connection
with comparable transactions, including similar securities being purchased or
sold on a securities exchange during a comparable period of time.
In selecting a broker-dealer to execute each particular
transaction, the Investment Adviser will take the following into consideration:
the best net price available; the reliability, integrity and financial condition
of the broker-dealer; the size of and difficulty in executing the order; and the
value of the expected contribution of the broker-dealer to the investment
performance of the Fund on a continuing basis. Accordingly, the price to the
Fund in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of the
portfolio execution
-4-
<PAGE>
services offered. Subject to such policies and procedures as the Board of
Trustees may determine, the Investment Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Investment Adviser for the
Fund's use an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Investment Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Investment Adviser's overall responsibilities with respect to the Fund. The
Investment Adviser is further authorized to allocate the orders placed by it on
behalf of the Fund to such brokers and dealers who also provide research or
statistical material, or other services to the Fund or the Investment Adviser
for the Fund's use. Such allocation shall be in such amounts and proportions as
the Investment Adviser shall determine and the Investment Adviser will report on
said allocations regularly to the Board of Trustees of the Trust indicating the
brokers to whom such allocations have been made and the basis therefor.
-5-
<PAGE>
4. Control by Board of Trustees. Any investment program
undertaken by the Investment Adviser pursuant to this Agreement, as well as any
other activities undertaken by the Investment Adviser on behalf of the Fund
pursuant thereto, shall at all times be subject to any directives of the Board
of Trustees of the Trust.
5. Compliance with Applicable Requirements. In
carrying out its obligations under this Agreement, the Investment
Adviser shall at all times conform to:
(a) all applicable provisions of the Investment
Company Act and the Investment Advisers Act and any rules and
regulations adopted thereunder as amended; and
(b) the provisions of the Registration Statements
of the Fund under the Securities Act of 1933, as amended, and the
Investment Company Act; and
(c) the provisions of the Declaration of Trust of
the Trust, as amended; and
(d) the provisions of the By-laws of the Trust,
as amended; and
(e) any other applicable provisions of state and
federal law.
-6-
<PAGE>
6. Expenses. The expenses connected with the Fund
shall be allocable between the Fund and the Investment Adviser as
follows:
(a) The Investment Adviser shall furnish, at its
expense and without cost to the Trust, the services of a President, Secretary
and one or more Vice Presidents of the Fund, to the extent that such additional
officers may be required by the Fund for the proper conduct of its affairs.
(b) The Investment Adviser shall further
maintain, at its expense and without cost to the Fund, a trading function in
order to carry out its obligations under subparagraph (i) of paragraph 2 hereof
to place orders for the purchase and sale of portfolio securities for the Fund.
(c) Nothing in subparagraph (a) hereof shall be
construed to require the Investment Adviser to bear:
(i) any of the costs (including applicable office
space, facilities and equipment) of the services of a
principal financial officer of the Fund whose normal duties
consist of maintaining the financial accounts and books and
records of the Fund; including the reviewing of calculations
of net asset value and preparing tax returns; or
(ii) any of the costs (including applicable office
space, facilities and equipment) of the services of any
of the personnel operating under the direction of such
principal financial officer. Notwithstanding the
-7-
<PAGE>
obligation of the Fund to bear the expense of the functions
referred to in clauses (i) and (ii) of this subparagraph (c),
the Investment Adviser may pay the salaries, including any
applicable employment or payroll taxes and other salary costs,
of the principal financial officer and other personnel
carrying out such functions and the Fund shall reimburse the
Investment Adviser therefor upon proper accounting.
(d) All of the ordinary business expenses
incurred in the operations of the Fund and the offering of its shares shall be
borne by the Fund unless specifically provided otherwise in this paragraph 6.
These expenses include but are not limited to brokerage commissions, legal,
auditing, taxes or governmental fees, the cost of preparing share certificates,
custodian, depository, transfer and shareholder service agent costs, expenses of
issue, sale, redemption and repurchase of shares, expenses of registering and
qualifying shares for sale, insurance premiums on property or personnel
(including officers and trustees if available) of the Fund which inure to its
benefit, expenses relating to trustee and shareholder meetings, the cost of
preparing and distributing reports and notices to shareholders, the fees and
other expenses incurred by the Fund in connection with membership in investment
company organizations and the cost of printing copies of prospectuses and
statements of additional information distributed to shareholders.
-8-
<PAGE>
7. Delegation of Responsibilities. The Investment Adviser may
delegate the performance of certain investment advisory services to Tocqueville
Finance S.A., a company registered as an investment adviser in France, including
the responsibility to provide certain information and research to the Investment
Adviser regarding the foreign securities in which the Fund may invest.
Tocqueville Finance may place portfolio trades in foreign securities for the
Fund which, in accordance with the general securities practices in France, will
result in Tocqueville Finance receiving a portion of the brokerage commissions
paid to certain securities brokers for the foreign securities bought and sold
for the Fund.
The authorization for the Investment Adviser to use the
services of Tocqueville Finance is subject to the Fund receiving best price and
execution for the foreign securities transactions placed with foreign securities
brokers by Tocqueville Finance. Tocqueville Finance is an affiliate of the
Investment Adviser by virtue of the Investment Adviser's ownership of
approximately 25% of the common stock of such corporation. No compensation may
be paid the Fund or the Investment Adviser for the information and research
provided by Tocqueville Finance; however, Tocqueville Finance will, as stated
above, retain the portion of brokerage commissions received from certain
securities brokers for transactions executed in foreign markets.
-9-
<PAGE>
8. Compensation. The Fund shall pay the Investment Adviser in
full compensation for services rendered hereunder an annual investment advisory
fee, payable monthly, of .75% of the Fund's average daily net assets on the
first $100 million, .70% of the Fund's average daily net assets in excess of
$100 million but not exceeding $500 million, and .65% of the Fund's average
daily net assets in excess of $500 million. The average daily net asset value of
the Fund shall be determined in the manner set forth in the Declaration of Trust
and Prospectus of the Fund.
9. Expense Limitation. If, for any fiscal year, the total of
all ordinary business expenses of the Fund, including all investment advisory
fees but excluding brokerage commissions and fees, taxes, interest and
extraordinary expenses such as litigation, would exceed the most restrictive
expense limits imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Fund are offered for sale, the investment
advisory fee shall be reduced by the amount of such excess. The amount of any
such reduction to be borne by the Investment Adviser shall be deducted from the
monthly investment advisory fee otherwise payable to the Investment Adviser
during such fiscal year; and if such amount should exceed such monthly fee, the
Investment Adviser agrees to pay to the Fund such excess expenses no later than
the last day of the first month of the next succeeding fiscal year. For the
purposes of this paragraph, the term "fiscal year" shall exclude the portion of
the current
-10-
<PAGE>
fiscal year which shall have elapsed prior to the date hereof and shall include
the portion of the then-current fiscal year which shall have elapsed at the date
of termination of this Agreement.
10. Non-Exclusivity. The services of the Investment Adviser to
the Fund are not to be deemed to be exclusive, and the Investment Adviser shall
be free to render investment advisory and corporate administrative or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers or Partners of the
Investment Adviser may serve as officers or trustees of the Trust, and that
officers or trustees of the Trust may serve as officers or partners of the
Investment Adviser to the extent permitted by law; and that the officers and
partners of the Investment Adviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers or partners of any other firm or corporation,
including other investment companies.
11. Term and Approval. This Agreement shall become effective
at the close of business on the date hereof and shall remain in force and effect
for two years and thereafter from year to year, provided that such continuance
is specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or
(ii) by the vote of a majority of the Fund's outstanding voting
-11-
<PAGE>
securities (as defined in Section 2(a)(42) of the Investment
Company Act); and
(b) by the affirmative vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of a party
to this Agreement (other than as Trust trustees), by votes cast in person at a
meeting specifically called for such purpose.
12. Termination. This Agreement may be terminated at any time,
without the payment of any penalty, by vote of the Trust's Board of Trustees or
by vote of a majority of the Fund's outstanding voting securities, or by the
Investment Adviser, on sixty (60) days' written notice to the other party. The
notice provided for herein may be waived by either party. This Agreement shall
automatically terminate in the event of its assignment, the term "assignment"
for the purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.
13. Liability of Investment Adviser and Indemnification. In
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Investment
Adviser or any of its officers, trustees or employees, it shall not be subject
to liability to the Trust or to any shareholder of the Trust for any omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.
-12-
<PAGE>
14. Liability of Trustees and Shareholders. A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the trustees of the Trust as trustees and
not individually and that the obligations of this instrument are not binding
upon any of the trustees or shareholders individually but are binding only upon
the assets and property of the Fund.
15. Notices. Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage paid to the other party at
such address as such other party may designate for the receipt of such notice.
Until further notice to the other party, it is agreed that the address of the
Trust and that of the Investment Adviser shall be 1675 Broadway, New York, New
York 10019.
16. Questions of Interpretation. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the Investment Company Act
shall be resolved by reference to such term or provision of the Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission issued pursuant to said Act. In
addition, where the effect of a requirement of the Investment Company Act
reflected in any provision of this
-13-
<PAGE>
Agreement is released by rules, regulation or order of the Securities and
Exchange Commission, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers on the day
and year first above written.
THE TOCQUEVILLE TRUST, on
behalf of The Tocqueville
Small Cap Value Fund
Attest: By:/s/ Robert Kleinschmidt
-----------------------
/s/ Kieran Lyons
TOCQUEVILLE ASSET MANAGEMENT
L.P.
Attest:
By:/s/ Robert Kleinschmidt
/s/ Kieran Lyons -----------------------
- ----------------
-14-
EX-99.B5.(E)
INVESTMENT ADVISORY CONTRACT FOR
THE TOCQUEVILLE GOVERNMENT FUND
<PAGE>
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 14th day of August, 1995 by and between THE
TOCQUEVILLE TRUST, a Massachusetts business trust (the "Trust"), on behalf of
its series THE TOCQUEVILLE GOVERNMENT FUND (the "Fund") and TOCQUEVILLE ASSET
MANAGEMENT L.P., a limited partnership (the "Investment Adviser");
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and the rules and regulations
promulgated thereunder; and
WHEREAS, the Investment Adviser is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Investment
Advisers Act"), and engages in the business of acting as an investment adviser;
and
WHEREAS, the Trust and the Investment Adviser desire to enter
into an agreement to provide for the management of the assets of the Fund on the
terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the
<PAGE>
receipt whereof is hereby acknowledged, the parties hereto agree
as follows:
1. Management. The Investment Adviser shall act as investment
adviser for the Trust and shall, in such capacity, supervise the investment and
reinvestment of the cash, securities or other properties comprising the Trust's
assets, subject at all times to the policies and control of the Trust's Board of
Trustees. The Investment Adviser shall give the Trust the benefit of its best
judgment, efforts and facilities in rendering its services as investment
adviser. The Investment Adviser shall, for all purposes herein, be deemed an
independent contractor and shall have, unless otherwise expressly provided or
authorized, no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
2. Duties of Investment Adviser. In carrying out its
obligation under paragraph 1 hereof, the Investment Adviser
shall:
(a) supervise and manage all aspects of the
Fund's operations;
(b) obtain and evaluate pertinent information
about significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy generally or the
Fund, and whether concerning the individual issuers whose securities are
included in the Fund or the activities in which they engage, or with respect to
-2-
<PAGE>
securities which the Investment Adviser considers desirable for
inclusion in the Fund;
(c) determine what issuers and securities shall
be represented in the Fund's portfolio and regularly report them
to the Board of Trustees of the Trust;
(d) formulate and implement continuing programs
for the purchases and sales of the securities of such issuers and
regularly report thereon to the Board of Trustees of the Trust;
and
(e) take, on behalf of the Fund, all actions
which appear to the Fund necessary to carry into effect such purchase and sale
programs and supervisory functions as aforesaid, including the placing of orders
for the purchase and sale of portfolio securities.
3. Broker-Dealer Relationships. The Investment Adviser is
responsible for decisions to buy and sell securities for the Fund, broker-dealer
selection, and negotiation of brokerage commission rates. The Investment
Adviser's primary consideration in effecting a security transaction will be
execution at a price that is reasonable and fair compared to the commission, fee
or other remuneration received or to be received by other brokers in connection
with comparable transactions, including similar securities being purchased or
sold on a securities exchange during a comparable period of time.
-3-
<PAGE>
In selecting a broker-dealer to execute each particular
transaction, the Investment Adviser will take the following into consideration:
the best net price available; the reliability, integrity and financial condition
of the broker-dealer; the size of and difficulty in executing the order; and the
value of the expected contribution of the broker-dealer to the investment
performance of the Fund on a continuing basis. Accordingly, the price to the
Fund in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of the
portfolio execution services offered. Subject to such policies and procedures as
the Board of Trustees may determine, the Investment Adviser shall not be deemed
to have acted unlawfully or to have breached any duty created by this Agreement
or otherwise solely by reason of its having caused the Fund to pay a broker or
dealer that provides brokerage and research services to the Investment Adviser
for the Fund's use an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Investment Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Investment Adviser's overall responsibilities with respect to the Fund. The
Investment Adviser is further authorized to allocate the orders placed by it on
behalf of the
-4-
<PAGE>
Fund to such brokers and dealers who also provide research or statistical
material, or other services to the Fund or the Investment Adviser for the Fund's
use. Such allocation shall be in such amounts and proportions as the Investment
Adviser shall determine and the Investment Adviser will report on said
allocations regularly to the Board of Trustees of the Trust indicating the
brokers to whom such allocations have been made and the basis therefor.
4. Control by Board of Trustees. Any investment program
undertaken by the Investment Adviser pursuant to this Agreement, as well as any
other activities undertaken by the Investment Adviser on behalf of the Fund
pursuant thereto, shall at all times be subject to any directives of the Board
of Trustees of the Trust.
5. Compliance with Applicable Requirements. In
carrying out its obligations under this Agreement, the Investment
Adviser shall at all times conform to:
(a) all applicable provisions of the Investment
Company Act and the Investment Advisers Act and any rules and
regulations adopted thereunder as amended; and
(b) the provisions of the Registration Statements
of the Fund under the Securities Act of 1933, as amended, and the
Investment Company Act; and
(c) the provisions of the Declaration of Trust of
the Trust, as amended; and
-5-
<PAGE>
(d) the provisions of the By-laws of the Trust,
as amended; and
(e) any other applicable provisions of state and
federal law.
6. Expenses. The expenses connected with the Fund
shall be allocable between the Fund and the Investment Adviser as
follows:
(a) The Investment Adviser shall furnish, at its
expense and without cost to the Trust, the services of a President, Secretary
and one or more Vice Presidents of the Fund, to the extent that such additional
officers may be required by the Fund for the proper conduct of its affairs.
(b) The Investment Adviser shall further
maintain, at its expense and without cost to the Fund, a trading function in
order to carry out its obligations under subparagraph (i) of paragraph 2 hereof
to place orders for the purchase and sale of portfolio securities for the Fund.
(c) Nothing in subparagraph (a) hereof shall be
construed to require the Investment Adviser to bear:
(i) any of the costs (including applicable office
space, facilities and equipment) of the services of a
principal financial officer of the Fund whose normal duties
consist of maintaining the financial accounts and books and
records of the Fund; including the
-6-
<PAGE>
reviewing of calculations of net asset value and
preparing tax returns; or
(ii) any of the costs (including applicable office
space, facilities and equipment) of the services of any of the
personnel operating under the direction of such principal
financial officer. Notwithstanding the obligation of the Fund
to bear the expense of the functions referred to in clauses
(i) and (ii) of this subparagraph (c), the Investment Adviser
may pay the salaries, including any applicable employment or
payroll taxes and other salary costs, of the principal
financial officer and other personnel carrying out such
functions and the Fund shall reimburse the Investment Adviser
therefor upon proper accounting.
(d) All of the ordinary business expenses
incurred in the operations of the Fund and the offering of its shares shall be
borne by the Fund unless specifically provided otherwise in this paragraph 6.
These expenses include but are not limited to brokerage commissions, legal,
auditing, taxes or governmental fees, the cost of preparing share certificates,
custodian, depository, transfer and shareholder service agent costs, expenses of
issue, sale, redemption and repurchase of shares, expenses of registering and
qualifying shares for sale, insurance premiums on property or personnel
(including officers and trustees if available) of the Fund which inure to its
benefit, expenses relating to trustee and shareholder meetings,
-7-
<PAGE>
the cost of preparing and distributing reports and notices to shareholders, the
fees and other expenses incurred by the Fund in connection with membership in
investment company organizations and the cost of printing copies of prospectuses
and statements of additional information distributed to shareholders.
7. Compensation. The Fund shall pay the Investment Adviser in
full compensation for services rendered hereunder an annual investment advisory
fee, payable monthly, of .50% of the Fund's average daily net assets on the
first $500 million, .40% of the Fund's average daily net assets in excess of
$500 million but not exceeding $1 billion, and .30% of the Fund's average daily
net assets in excess of $1 billion. The average daily net asset value of the
Fund shall be determined in the manner set forth in the Declaration of Trust and
Prospectus of the Fund.
8. Expense Limitation. If, for any fiscal year, the total of
all ordinary business expenses of the Fund, including all investment advisory
fees but excluding brokerage commissions and fees, taxes, interest and
extraordinary expenses such as litigation, would exceed the most restrictive
expense limits imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Fund are offered for sale, the investment
advisory fee shall be reduced by the amount of such excess. The amount of any
such reduction to be borne by the Investment Adviser shall be deducted from the
monthly investment advisory fee otherwise payable to the Investment Adviser
during
-8-
<PAGE>
such fiscal year; and if such amount should exceed such monthly fee, the
Investment Adviser agrees to pay to the Fund such excess expenses no later than
the last day of the first month of the next succeeding fiscal year. For the
purposes of this paragraph, the term "fiscal year" shall exclude the portion of
the current fiscal year which shall have elapsed prior to the date hereof and
shall include the portion of the then-current fiscal year which shall have
elapsed at the date of termination of this Agreement.
9. Non-Exclusivity. The services of the Investment Adviser to
the Fund are not to be deemed to be exclusive, and the Investment Adviser shall
be free to render investment advisory and corporate administrative or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers or Partners of the
Investment Adviser may serve as officers or trustees of the Trust, and that
officers or trustees of the Trust may serve as officers or partners of the
Investment Adviser to the extent permitted by law; and that the officers and
partners of the Investment Adviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers or partners of any other firm or corporation,
including other investment companies.
10. Term and Approval. This Agreement shall become
effective at the close of business on the date hereof and shall
remain in force and effect for two years and thereafter from year
-9-
<PAGE>
to year, provided that such continuance is specifically approved
at least annually:
(a) (i) by the Trust's Board of Trustees or
(ii) by the vote of a majority of the Fund's outstanding voting
securities (as defined in Section 2(a)(42) of the Investment
Company Act); and
(b) by the affirmative vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of a party
to this Agreement (other than as Trust trustees), by votes cast in person at a
meeting specifically called for such purpose.
11. Termination. This Agreement may be terminated at any time,
without the payment of any penalty, by vote of the Trust's Board of Trustees or
by vote of a majority of the Fund's outstanding voting securities, or by the
Investment Adviser, on sixty (60) days' written notice to the other party. The
notice provided for herein may be waived by either party. This Agreement shall
automatically terminate in the event of its assignment, the term "assignment"
for the purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.
12. Liability of Investment Adviser and Indemnification. In
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Investment
Adviser or any of its officers, trustees or employees, it shall not be subject
to
-10-
<PAGE>
liability to the Trust or to any shareholder of the Trust for any omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.
13. Liability of Trustees and Shareholders. A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the trustees of the Trust as trustees and
not individually and that the obligations of this instrument are not binding
upon any of the trustees or shareholders individually but are binding only upon
the assets and property of the Fund.
14. Notices. Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage paid to the other party at
such address as such other party may designate for the receipt of such notice.
Until further notice to the other party, it is agreed that the address of the
Trust and that of the Investment Adviser shall be 1675 Broadway, New York, New
York 10019.
15. Questions of Interpretation. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the Investment Company Act
shall be resolved by reference to such term or provision of the Act and to
interpretations thereof, if
-11-
<PAGE>
any, by the United States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the Securities and
Exchange Commission issued pursuant to said Act. In addition, where the effect
of a requirement of the Investment Company Act reflected in any provision of
this Agreement is released by rules, regulation or order of the Securities and
Exchange Commission, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers on the day
and year first above written.
THE TOCQUEVILLE TRUST, on
behalf of The Tocqueville
Government Fund
Attest: By:/s/ Robert Kleinschmidt
-----------------------
/s/ Kieran Lyons
- ---------------- TOCQUEVILLE ASSET MANAGEMENT
L.P.
Attest:
By:/s/ Robert Kleinschmidt
/s/ Kieran Lyons -----------------------
- ----------------
-12-
EX-99.B6.
DISTRIBUTION AGREEMENT FOR REGISTRANT
<PAGE>
EX-99.B6
DISTRIBUTION AGREEMENT
BETWEEN
THE TOCQUEVILLE FUND
AND
TOCQUEVILLE SECURITIES L.P.
THIS AGREEMENT made this 1st day of March, 1991, by and
between THE TOCQUEVILLE FUND, a Massachusetts business trust (hereinafter
referred to as the "Fund"), and TOCQUEVILLE SECURITIES L.P. (hereinafter
referred to as the "Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
FIRST: The Fund hereby appoints the Distributor as its
underwriter to promote the sale and to arrange for the sale of shares of
beneficial interest of the Fund to the public through its sales representatives
and to investment dealers in the states set forth in Exhibit B. In addition, the
Distributor may receive payment for certain distribution expenses pursuant to a
Rule 12b- 1 distribution plan.
The Fund agrees to sell and deliver its shares, upon the terms
hereinafter set forth, as long as it has unissued and/or treasury shares
available for sale.
<PAGE>
SECOND: The Fund hereby authorizes the Distributor, subject to
law and the Declaration of Trust of the Fund, to accept, for the account of the
Fund, orders for the purchase of its shares, satisfactory to the Distributor, as
of the time of receipt of such orders by the dealer or as otherwise described in
the then current Prospectus of the Fund.
THIRD: The 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. The net asset value is determined by
dividing the market value of the 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. 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 the Fund has sold securities short against a
long position in the issuer's convertible securities, for the purpose of
valuation, the securities in
-2-
<PAGE>
the short position will be valued at the "asked" price rather than the mean of
the last "bid" and "asked" prices. Gold bullion investments 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 exchange quotations.
Where there are no readily available quotations for securities they will be
valued at fair market value as determined by the Board of Trustees of the Fund
acting in good faith.
FOURTH: The Distributor agrees to devote reasonable time and
effort to enlist investment dealers and otherwise promote the sale and
distribution and act as Distributor for the sale and distribution of the shares
of the Fund as such arrangements may profitably be made; but so long as it does
so, nothing herein contained shall prevent the Distributor from entering into
similar arrangements with other funds and to engage in other activities. The
Fund reserves the right to issue shares in connection with any merger or
consolidation of the Fund with any other investment company or any personal
holding company or in connection with offers of exchange exempted from Section
22(a) of the Investment Company Act of 1940.
FIFTH: Upon receipt by the Fund at its principal place of
business of a written order from the Distributor, together with delivery
instructions, the Fund shall, as promptly as practicable, cause certificates for
the shares called for in such order to be delivered or credited in such amounts
and in such names as shall be specified by the Distributor, against payment
therefor in such manner as may be acceptable to the Fund.
-3-
<PAGE>
SIXTH: All sales literature and advertisements used by the
Distributor in connection with sales of the shares of the Fund shall be subject
to the approval of the Fund. The Fund authorizes the Distributor in connection
with the sale or arranging for the sale of its shares to give only such
information and to make only such statement or representations as are contained
in the current Prospectus and Statement of Additional Information or in sales
literature or advertisements approved by the Fund or in such financial
statements and reports as are furnished to the Distributor pursuant to this
Agreement. The Fund shall not be responsible in any way for any information,
statements or representations given or made by the Distributor or its
representatives or agents other than such information, statements and
representations contained in the then current Prospectus and Statement of
Additional Information.
SEVENTH: The Distributor as agent of the Fund is authorized,
subject to the direction of the Fund, to accept shares for redemption at their
net asset value, determined as prescribed in the then current prospectus of the
Fund.
EIGHTH: The Fund shall bear:
(A) the expenses of qualification of the shares for sale in
connection with such public offerings in such states as shall be selected by the
Distributor and of continuing the qualification therein until the Distributor
notifies the Fund that it does not wish such qualification continued; and
-4-
<PAGE>
(B) all legal expenses in connection with the foregoing.
NINTH: The Distributor shall bear:
(A) the expenses of printing and distributing prospectuses and
statements of additional information (other than those prospectuses and
statements of additional information required by applicable laws and regulations
to be distributed to the shareholders by the Fund and pursuant to any Rule 12b-1
distribution plan), and any other promotional or sales literature which are used
by the Distributor or furnished by the Distributor to purchasers or dealers in
connection with the Distributor's activities pursuant to this Agreement;
(B) expenses of any advertising used by the Distribu-
tor in connection with such public offering; and
TENTH: The Distributor will accept orders for shares of the
Fund only to the extent of purchase orders actually received and not in excess
of such orders, and it will not avail itself of any opportunity of making a
profit by expediting or withholding orders.
ELEVENTH: The Fund shall keep the Distributor fully informed
with regard to its affairs, shall furnish the Distributor with a certified copy
of all financial statements, and a signed copy of each report, prepared by
independent public accountants, and with such reasonable number of printed
copies of each quarterly, semi-annual and annual report of the Fund as the
Distributor may request, and shall cooperate fully in the efforts
-5-
<PAGE>
of the Distributor to sell and arrange for the sale of its shares and in the
performance by the Distributor of all its duties under this Agreement.
TWELFTH: The Fund agrees to register, from time to time as
necessary, additional shares with the Securities and Exchange Commission, state
and other regulatory bodies and to pay the related filing fees therefor and to
file such amendments, reports and other documents as may be necessary in order
that there may be no untrue statement of a material fact in the Registration
Statement, Prospectus or necessary in order that there may be no omission to
state a material fact therein necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. As
used in this Agreement, the term "Registration Statement" shall mean from time
to time the Registration Statement most recently filed by the Fund with the
Securities and Exchange Commission and effective under the Securities Act of
1933, as amended, as such Registration Statement is amended at such time, and
the term "Prospectus" shall mean for the purposes of this Agreement from time to
time the form of prospectus and statement of additional information authorized
by the Trust for use by the Underwriter and by dealers.
THIRTEENTH:
(A) The Fund and the Distributor shall each comply with all
applicable provisions of the Investment Company Act of 1940, the Securities Act
of 1933, and of all other Federal and
-6-
<PAGE>
state laws, rules and regulations governing the issuance and sale
of shares of the Fund.
(B) In absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Distributor, the Fund agrees to indemnify the Distributor against any and
all claims, demands, liabilities and expenses which the Distributor may incur
under the Securities Act of 1933, or common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in any
registration statement, statement of additional information or prospectus of the
Fund, or any omission to state a material fact therein, the omission of which
makes any statement contained therein misleading, unless such statement or
omission was made in reliance upon, and in conformity with information furnished
to the Fund in connection therewith by or on behalf of the Distributor. The
Distributor agrees to indemnify the Fund against any and all claims, demands,
liabilities and expenses which the Fund may incur arising out of or based upon
any act or deed of sales representatives of the Distributor which is outside the
scope of their authority.
(C) The Distributor agrees to indemnify the Fund against any
and all claims, demands, liabilities and expenses which the Fund may incur under
the Securities Act of 1933, or common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in any
registration statement, or Prospectus of the Fund, or any omission to state a
material fact therein if such statement or omission was made in reliance upon,
and in conformity with, information furnished to
-7-
<PAGE>
the Fund in connection therewith by or on behalf of the Distributor.
FOURTEENTH: Nothing herein contained shall require the
Fund to take any action contrary to any provision of its trust
agreement or to any applicable statute or regulation.
FIFTEENTH: This Agreement has been approved by the Trustees of
the Fund and shall become effective at the close of business on the date hereof,
and shall remain in effect for two years from the date hereof and shall continue
in force and effect for successive annual periods thereafter, provided that such
continuance is specifically approved at least annually (a)(i) by the Board of
Trustees of the Fund, or (ii) by vote of a majority of the Fund's outstanding
voting securities (as defined in Section 2(a)(42) of the Investment Company
Act), and (b) by vote of a majority of the Fund's Trustees who are not
interested persons (as defined in Section 2(a)(19) of the Investment Company
Act) of the Distributor by votes cast in person at a meeting called for such
purpose.
SIXTEENTH: A copy of the Agreement and Declaration of Trust of
the Trust is on file with the Secretary of The Commonwealth of Massachusetts,
and notice is hereby given that this instrument is executed on behalf of the
Trustees of the Fund as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.
-8-
<PAGE>
SEVENTEENTH:
(A) This Agreement may be terminated at any time, without the
payment of any penalty, by vote of the Board of Trustees of the Fund or by vote
of a majority of the outstanding voting securities of the Fund, or by the
Distributor, on sixty (60) days written notice to the other party.
(B) This Agreement shall automatically terminate in the event
of its assignment, the term "assignment" for this purpose having the meaning
defined in Section 2(a)(4) of the Investment Company Act.
EIGHTEENTH: Any notice under this Agreement shall be in
writing, addressed and delivered, or mailed, postage paid, to the other party at
such address as such other party may designate for the receipt of such notices.
Until further notice to the other party, it is agreed that the address of the
Fund shall be 1675 Broadway, New York, New York 10019 and the address of the
Distributor shall be 1675 Broadway, New York, New York 10019.
-9-
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed in duplicate on the day and year first above written.
ATTEST: THE TOCQUEVILLE FUND
/s/Joseph Cooper By:/s/Francois Sicart
- ---------------- ------------------
Secretary Chairman
ATTEST: TOCQUEVILLE SECURITIES L.P.
/s/Joseph Cooper By:/s/Francois Sicart
- ---------------- ------------------
Secretary Chairman
-10-
<PAGE>
AMENDMENT TO DISTRIBUTION AGREEMENT
In organizational meetings of the Board of Trustees for The Tocqueville
Euro-Pacific Fund (currently, The Tocqueville AsiaPacific Fund), The Tocqueville
Europe Fund, The Tocqueville Small Cap Value Fund, and The Tocqueville
Government Fund held on August 19, 1991, May 24, 1994, May 24, 1994 and June 22,
1995, respectively, the Trustees approved the Distribution Agreement between
Tocqueville Securities, L.P. and The Tocqueville Trust, on behalf of the
applicable Fund. In addition, the Trustees approved the Distribution Agreement
as it applies to the Class B shares of each of the above listed Funds at the
meeting held on June 22, 1995. Accordingly, the preamble of the Distribution
Agreement is amended to read:
THIS AGREEMENT made this 1st day of March 1991, by and between THE
TOCQUEVILLE TRUST, a Massachusetts business trust (hereinafter referred
to as the "Fund") on behalf of its series and each class of shares
thereunder, listed on Exhibit A, and Tocqueville Securities L.P.
(hereinafter referred to as the "Distributor").
In addition, the reference to "The Tocqueville Fund" in the title is amended to
read "The Tocqueville Trust" and the reference to "Exhibit A" in the FIRST
paragraph is amended to read "Exhibit B."
-11-
<PAGE>
EXHIBIT A
The Tocqueville Fund - Class A shares
The Tocqueville Fund - Class B shares
The Tocqueville Asia-Pacific Fund - Class A shares
The Tocqueville Asia-Pacific Fund - Class B shares
The Tocqueville Europe Fund - Class A shares
The Tocqueville Europe Fund - Class B shares
The Tocqueville Small Cap Value Fund - Class A shares
The Tocqueville Small Cap Value Fund - Class B shares
The Tocqueville Government Fund - Class A shares
The Tocqueville Government Fund - Class B shares
-12-
<PAGE>
EXHIBIT B
THE TOCQUEVILLE TRUST
The Tocqueville Fund (TTF)
The Tocqueville Asia-Pacific Fund (TAPF)
The Tocqueville Europe Fund (TTEF)
The Tocqueville Small Cap Fund (SCVF)
The Tocqueville Government Fund (TGF)
================================================================================
STATE FUND CLASSES
- --------------------------------------------------------------------------------
Arizona TTF Class A Shares
SCVF Class B Shares
TGF
- --------------------------------------------------------------------------------
Arkansas TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
California TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
Colorado TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Connecticut TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
Delaware TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
D.C. Exempt
- --------------------------------------------------------------------------------
Florida TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
Georgia TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Guam Exempt
- --------------------------------------------------------------------------------
-13-
<PAGE>
- --------------------------------------------------------------------------------
Hawaii Exempt
- --------------------------------------------------------------------------------
Illinois TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
Louisiana TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Maine TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Maryland TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Massachusetts TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Michigan TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Minnesota TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
New Hampshire TTF Class A Shares
SCVF Class B Shares
- --------------------------------------------------------------------------------
New Jersey TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
New Mexico TTF Class A Shares
SCVF Class B Shares
- --------------------------------------------------------------------------------
New York TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
-14-
<PAGE>
- --------------------------------------------------------------------------------
North Carolina TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Ohio TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
Oregon TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
Pennsylvania TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
Rhode Island TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
Tennessee TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Texas TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
Utah TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Vermont TTF Class A Shares
SCVF Class B Shares
- --------------------------------------------------------------------------------
Virginia TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
-15-
<PAGE>
- --------------------------------------------------------------------------------
Washington TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
- --------------------------------------------------------------------------------
Wisconsin TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
- --------------------------------------------------------------------------------
Wyoming TTF Class A Shares
TAPF Class B Shares
TTEF
SCVF
TGF
================================================================================
-16-
EX-99.B9.
ADMINISTRATION AGREEMENT FOR REGISTRANT
<PAGE>
EX-99.B9
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of the 14th day of August, 1995 by and
between The Tocqueville Trust, a Massachusetts business trust (the "Company"),
on behalf of its series listed in Exhibit 1 (the "Funds"), and Tocqueville Asset
Management L.P., a limited partnership (the "Administrator");
WITNESSETH:
WHEREAS, the Company is an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company wishes to retain the Administrator to provide
certain administrative services in connection with the management of the Funds'
operations and the Administrator is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints the Administrator to
provide certain administrative services, hereinafter enumerated, in connection
with the management of the Funds' operations for the period and on the terms set
forth in this Agreement. The Administrator accepts such appointment and agrees
to comply with all relevant provisions of the 1940 Act, applicable rules and
regulations thereunder, and other applicable law.
2. Services on a Continuing Basis. Subject to the overall supervision
of the Board of Trustees of the Company, the Administrator will perform the
following services on a regular basis which would be daily, weekly or as
otherwise appropriate:
A) perform the services in Exhibit 2 attached; and
B) such additional services as may be agreed upon by the Funds and the
Administrator.
3. Responsibility of the Administrator. The Administrator shall be
under no duty to take any action on behalf of the Funds except as set forth
herein or as may be agreed to by the Administrator in writing. In the
performance of its duties hereunder, the Administrator shall be obligated to
exercise reasonable care and diligence and to act in good faith and to use its
best efforts. Without limiting the generality of the foregoing or any other
provision of this Agreement, the Administrator shall not be liable for delays or
errors or loss of data occurring by reason of circumstances beyond the
Administrator's control.
<PAGE>
4. Reliance Upon Instructions. The Company agrees that the
Administrator shall be entitled to rely upon any instructions, oral or written,
actually received by the Administrator from the Board of Trustees of the Company
and shall incur no liability to the Company in acting upon such oral or written
instructions, provided such instructions reasonably appear to have been received
from a person duly authorized by the Board of Trustees of the Company to give
oral or written instructions on behalf of the Funds.
5. Confidentiality. The Administrator agrees on behalf of itself and
its employees to treat confidentially all records and other information relative
to the Funds and all prior, present or potential shareholders of the Funds,
except after prior notification to, and approval of release of information in
writing by, the Funds, which approval shall not be unreasonably withheld where
the Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Funds.
6. Equipment Failures. In the event of equipment failures or the
occurrence of events beyond the Administrator's control which render the
performance of the Administrator's functions under this Agreement impossible,
the Administrator shall take reasonable steps to minimize service interruptions
and is authorized to engage the services of third parties (at the
Administrator's expense) to prevent or remedy such service interruptions.
7. Compensation. As compensation for services rendered by the
Administrator during the term of this agreement, each Fund will pay to the
Administrator an annual fee equal to .15% of its average daily net assets,
payable monthly by the fifth day of the next month.
8. Indemnification. Each Fund agrees to indemnify and hold harmless the
Administrator from all taxes, filing fees, charges, expenses, assessments,
claims and liabilities (including without limitation, liabilities arising under
the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act,
and any state and foreign securities laws, all as amended from time to time) and
expenses, including (without limitation) reasonable attorneys' fees and
disbursements, arising directly or indirectly from any action or thing which the
Administrator takes or does or omits to take or do at the request of or in
reliance upon the advice of the Board of Trustees of the Company, provided, that
the Administrator will not be indemnified against any liability to a Fund or to
shareholders of such Fund (or any expenses incident to such liability) arising
out of the Administrator's own willful misfeasance, bad faith, gross negligence
or reckless disregard of its duties and obligations under this Agreement. The
Administrator agrees to indemnify and hold harmless each of the Funds, the
Company, and each of its Trustees from all claims and liabilities (including,
without limitation, liabilities arising under the Securities Act of 1933, the
Securities Exchange Act of 1934, the 1940 Act, and any state and foreign
securities laws, all as amended from time to time) and expenses, including
(without limitation) reasonable attorneys' fees and disbursements, arising
directly or indirectly from any action or thing which the Administrator takes or
does or omits to take or do which is in violation of this Agreement or not in
accordance with instructions properly given to the Administrator,
-2-
<PAGE>
or arising out of the Administrator's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement. No Fund or other series of the Company shall be liable for any claim
against, or expense of, any other Fund or series of the Company.
9. Duration and Termination. This Agreement shall continue as to a Fund
until termination by the Fund (through the Board of Trustees of the Company) or
the Administrator on 30 days' written notice to the other. All notices and other
communications hereunder shall be in writing. This Agreement cannot be assigned
without the prior written consent of the other party hereto.
10. Amendments. This Agreement or any part hereof may be changed or
waived only by instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
11. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the services to be
performed hereunder, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in New York and governed by New
York law. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement will
not be affected thereby. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first written
above.
THE TOCQUEVILLE TRUST,
on behalf of it series listed in Exhibit 1
By:/s/ Robert Kleinschmidt Attest:/s/ Kieran Lyons
----------------------- ----------------
Title: President
------------------
TOCQUEVILLE ASSET MANAGEMENT L.P.
By:/s/ Robert Kleinschmidt Attest:/s/ Kieran Lyons
----------------------- ----------------
Title: President of the General Partner
--------------------------------
-3-
<PAGE>
EXHIBIT 1
SERIES OF THE TOCQUEVILLE TRUST
The Tocqueville Fund
The Tocqueville Asia-Pacific Fund
The Tocqueville Europe Fund
The Tocqueville Small Cap Value Fund
The Tocqueville Government Fund
<PAGE>
EXHIBIT 2
TOCQUEVILLE ASSET MANAGEMENT L.P. ("TAM")
ADMINISTRATIVE SERVICES
Pursuant to Section 2 of the Administration Agreement between TAM and The
Tocqueville Trust, TAM will perform the following services on a regular basis
which shall be daily, weekly or as otherwise appropriate:
1) prepare and coordinate reports and other materials to be supplied to
the Board of Trustees of the Funds;
2) prepare and/or supervise the preparation and filing with the
applicable regulatory authority of all securities filings (i.e., N-SARs, 24f-2
notices, etc.), periodic financial reports, prospectuses, statements of
additional information, marketing materials, tax returns, shareholder reports
and other regulatory reports and filings required of the Funds;
3) supervise and monitor the preparation of all required filings
necessary to maintain the Funds' qualification and/or registration to sell
shares in all states where the Funds currently do, or intend to do business;
4) coordinate the preparation, printing and mailing of all materials
(e.g., Annual Reports) required to be sent to shareholders;
5) coordinate the preparation and payment of Fund-related expenses;
6) monitor and oversee the activities of the Funds' servicing agents
(i.e., transfer agent, custodian, fund accountants, etc.);
7) review and adjust as necessary the Funds' daily expense accruals;
8) monitor daily, monthly and periodic compliance with respect to
Federal and State Securities Laws, Securities and Exchange Commission and NASD
Rules and prospectus guidelines and restrictions;
9) send periodic information (i.e., performance figures) to service
organizations that track investment company information; and
10) perform such additional services as may be agreed upon by the
Company and TAM.
EX-99.B10.
CONSENT OF KRAMER, LEVIN, NAFTALIS,
NESSEN, KAMIN & FRANKEL, COUNSEL FOR REGISTRANT
<PAGE>
EX-99.B10
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022-3852
(212) 715-9100
FAX
(212) 715-8000
------
WRITER'S DIRECT NUMBER
(212) 715-9100
February 26, 1996
The Tocqueville Trust
1675 Broadway
New York, New York 10019
Re: The Tocqueville Trust
Registration Number: 33-8746
Gentlemen:
We hereby consent to the reference of our firm as Counsel in
Post-Effective Amendment No. 14 to Registration No. 33-8746.
Very truly yours,
/s/Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel
EX-99.B11.
CONSENT OF MCGLADREY & PULLEN,
INDEPENDENT ACCOUNTANTS FOR THE REGISTRANT
<PAGE>
EX-99.B11
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference of our
reports dated December 1, 1995 on the financial statements of The Tocqueville
Fund, The Tocqueville Asia- Pacific Fund, The Tocqueville Europe Fund, The
Tocqueville Small Cap Value Fund and The Tocqueville Government Fund, series of
The Tocqueville Trust, referred to therein in Post- Effective Amendment No. 14
to the Registration Statement on Form N-1A File No. 33-8746 as filed with the
Securities and Exchange Commission.
We also consent to the reference to our firm in each
Prospectus under the caption "Counsel and Independent Accountants."
/s/McGladrey & Pullen, LLP
--------------------------
New York, New York
February 28, 1996
EX-99.B12.(A)
THE TOCQUEVILLE FUND AUDITED
FINANCIAL STATEMENTS FOR THE
PERIOD ENDED OCTOBER 31, 1995
<PAGE>
THE TOCQUEVILLE FUND
- --------------------------------------------------------------------------------
DEAR FELLOW SHAREHOLDERS:
For the fiscal year ended October 31, 1995 the Tocqueville Fund generated a
positive return of 16% for Class A shareholders. These results reflect the rel-
atively weak results in the first two months of our fiscal year, November and
December of 1994, which we discussed in our semi-annual report to shareholders,
and the strong absolute performance for the balance of the fiscal year by our
largest positions, including IBM, Bristol Myers, Citicorp, BankAmerica, Sprint,
and Champion International.
Over the same twelve month period, the S&P 500 registered an even more im-
pressive return of 26.4%. While our conservative value style typically leads to
underperformance in sharply rising markets, we are pleased with our absolute
returns over this period. For the 1995 calendar year your fund generated a
28.2% total return, compared with a 37.6% return on the S&P, a very gratifying
result.
OUTLOOK
For the coming year our expectations are for a market considerably less ro-
bust than in the twelve month period just ended. Indeed, preserving the gains
of the past year will be the principal challenge of the year ahead. While we do
expect stimulative policies from the Federal Reserve, as well as a tax cut of
some measure which should help the soft economy, we believe that these expecta-
tions are well accepted by the consensus of investors and are discounted by the
market. At current levels, the equity markets would appear to be far more vul-
nerable to negative developments than to positive surprises. Moreover, we be-
lieve that the speculative fervor in Internet-related stocks and in the red hot
IPO sector subjects the market to a potential significant correction when in-
vestors return their focus to the fundamentals underlying many of these shares.
As a result, we have adopted a more cautious approach to the market than we
were taking at this time last year. Then, interest rates seemed too high and
looked likely to decline, and the outlook for corporate profits appeared rea-
sonably favorable. Now, long rates do not look to decline further, at least not
by enough to move the market, and the profit comparisons going forward should
be more difficult. Finally, the complacency in the market over inflation rates
in general and energy prices in particular has us worried. Consequently, we
have been increasing our position in defensive stocks, and have added signifi-
cantly to our holdings of energy related issues. Our strategy in the energy
sector has been to focus on the oil service companies which have tremendous op-
erating leverage after a decade of downsizing and restructuring. These compa-
nies, which have prospered in very difficult times, have enormous potential if
exploration and development activity begins a secular rebound from the current
depressed levels. An adjustment in oil and gas prices, which could already be
underway from the historically low levels (in real terms), could occur simply
because of a rebound in worldwide economies or due to a supply disruption
caused by political factors in the producing countries. In either case, we
would expect the impact on these stocks to be positive while the impact on the
overall equity markets to be quite negative.
<PAGE>
- --------------------------------------------------------------------------------
We have also maintained our position in other defensive stocks, such as con-
sumer nondurables and healthcare stocks. Over the course of the next year we
will look to expand our position in the highly depressed retail sector as well
as in capital goods companies where we expect to see strong earnings growth in
the next up-cycle. As always, however, we will be guided by the opportunities
presented to us by the markets in identifying, researching and positioning com-
panies that have been unduly depressed and represent outstanding values.
DISTRIBUTION
On December 11, 1995, the Fund Trustees declared the following distribution
for payment on December 14, 1995 to shareholders of record as of December 8,
1995:
<TABLE>
<S> <C>
Long-Term Capital Gains: $0.90
Short-Term Capital Gains: $0.16
Net Income: $0.15
Total Distribution per Share: $1.21
</TABLE>
INVESTMENT THEMES AND CATEGORIES
In this report we continue and update our practice of classifying our hold-
ings into categories which reflect some broad investment themes. While we take
some comfort in knowing that our holdings fit in understandable, if somewhat
unusual, investment categories, it remains true that our stock picking invest-
ment approach is driven by only one consideration: value, and not by any plan
to fit into pre-selected investment categories. Rather, we find it illustrative
to group our ideas into categories which reflect the dominant investment thesis
behind our selection process. From time to time, we will add (or subtract) cat-
egories to incorporate new investment themes. In this issue we add one new cat-
egory, Too Much Complacency.
The SEC requires a more traditional portfolio categorization. Below we pres-
ent both the classification you are accustomed to seeing in a table directly
following this letter, as well as the SEC Schedule of Investments on page 8.
Too Much Complacency--As value investors with a strong contrarian bent, we
are always searching for opportunities in stocks where the consensus view is
negative. In order to fit into this category a stock or group must be in an
area where negative perceptions are more than merely a broad consensus. Rather,
it is something of a forgone conclusion by most investors that change in the
status quo is not possible. We believe that this widespread complacency is an
ideal spawning ground for positive (or negative) surprises.
Changing Political/Regulatory Climate--The rapid changes taking place in
Washington, D.C. are reversing 50 years of regulatory policy and creating a
whole new playing field for many companies and industries. More market oriented
regulations mean that some companies will fail and others will prosper based on
their competitive positions. Companies with strong franchises, supe-
2
<PAGE>
- -------------------------------------------------------------------------------
rior financial strength, and solid managements are well-positioned to benefit
from this rapidly changing environment at the expense of those who have been
kept in business by a regulatory environment that protects companies at the
expense of consumers.
Astute Management--Some companies manage to generate constantly superior re-
sults over many business cycles. Except for those that have a natural monopoly
or other advantage, the explanation for consistent success is usually superior
management. Very often, these managers have a large personal stake in the
shares of the company, or are strongly incented with options or other instru-
ments that are related to the price performance of the stock. At other times
proven management talent may have been recently recruited. In either case, we
are attracted to companies where astute management can make a material differ-
ence in their performance.
Special Situations--This overworked cliche still has meaning when used judi-
ciously. For our purposes, a special situation represents a unique opportunity
to participate in a profound change in a corporate structure which will en-
hance the values of the underlying assets of a company to the benefit of its
shareholders.
Revitalized Behemoths--These are large capitalization, well known old line
companies that have fallen on hard times and whose prices are severely de-
pressed. Typically, the market attitude toward these companies is overly pes-
simistic, presenting an investment opportunity. When our research confirms it,
we will purchase these stocks on the theory that either a new management, an
active board or a new strategy can revitalize what is basically a still sound
business franchise.
Changing Consumer--The American consumer is maturing, with the huge baby-
boom generation reaching middle-age. As this happens, the tastes and needs of
the largest demographic group in the United States are changing. Consumption
becomes less credit-sensitive (less first-time purchases of big-ticket items,
such as houses, large appliances, cars, etc.), and consumers become increas-
ingly sensitive to the need to build a retirement nest egg. Many of the chil-
dren which the baby-boomers had in their 30s are also creating a "baby-boom
echo" with significant consumption implications.
New Industrial Revolution--New methods of industrial management (zero-de-
fect, just-in-time, concurrent engineering, etc.) are creating the need for
new equipment, software, and organizational structures. At the same time,
large industrial customers are drastically cutting the number of suppliers
from whom they purchase parts, systems and equipment, and they are establish-
ing partnership-like relationships with the remaining ones. This creates op-
portunities, even in traditionally slow-growth industries, for the best sup-
pliers to gain market share and experience accelerating sales.
3
<PAGE>
- --------------------------------------------------------------------------------
Survivors In Depressed Industries/Regions--In the last ten years, America's
economic growth has been unevenly shared. In the mid-1980s, the energy and man-
ufacturing sectors in Texas and much of the industrial midwest experienced de-
pressions, while the high-tech and financial industries of New England and Cal-
ifornia boomed (the "bi-coastal" economy). Today, the "center" is much stronger
than the two coastal areas. Within depressed regions and industries, many
weaker companies will disappear, but the survivors will eventually emerge
stronger and face less competition.
Protection Against Inflation and Political/Economic Shocks--With inflation
decelerating, for the last few years, a consensus has emerged that it will not
become a problem in the 1990s. We are less sure of this, as inflation is a
global phenomenon and the vast changes reshaping the world's geopolitical bal-
ance carry with them the risk of supply disruptions and financial crises. As a
result, it appears prudent to keep some inflation insurance in the portfolios,
in the form of gold and energy shares.
Derivative Growth--There are industries whose products or services are sure
to be in great demand in the 1990s, but where the fast pace of innovation and
the risks of "technological break-throughs" make it difficult to pick the win-
ners with any degree of confidence. In addition, regulatory or trade uncertain-
ties often bring additional clouds into the picture. In the case of the elec-
tronics and pharmaceutical industries, we believe it is safer to invest in the
few, well-established distributors and wholesalers than in the manufacturers
themselves. The former will benefit from the superior growth of the industry
and will distribute the most successful products, whoever manufactures them.
Furthermore, among distributors and wholesalers, those which are financially
strongest and can make the heavy investment in equipment and software necessary
to compete effectively, stand to gain market share at the expense of their
smaller and weaker competitors.
Infrastructure--Throughout the world, the 1990s promise to be a decade of
heavy investment in infrastructure. America's aging infrastructure is crumbling
and needs repairing; Asia's fast growth and increasing standard of living are
creating bottlenecks and a constant need to add roads, bridges, airports, com-
munication networks, hospitals, etc. and, in eastern Europe, a modern infra-
structure needs to be built to allow the former communist countries to become
economically independent.
While financing for all these projects has not yet been secured, the needs
are clearly there and carry a high priority. Companies which design, engineer
and make equipment to build these facilities stand to benefit greatly.
Hidden Assets--As a result of the often indiscriminate mergers and acquisi-
tions of the 1980s, many companies have become inefficient conglomerates com-
prising both some excellent operations and some money-losing ones. At a time
when many of these companies are being aggressively
4
<PAGE>
- --------------------------------------------------------------------------------
restructured and re-focused around their better operations, one can sometimes
anticipate that a leaner organization, with fewer, successful operations and
less debt will be worth significantly more than the old, larger conglomerate.
Robert W. Kleinschmidt
Francois Sicart
Portfolio Managers
- --------------------------------------------------------------------------------
This report is not authorized for distribution to prospective investors un-
less preceded or accompanied by a currently effective prospectus of The
Tocqueville Trust.
[MAC CHART]
5
<PAGE>
THE TOCQUEVILLE FUND
TABLE OF INVESTMENTS AS CATEGORIZED BY TOCQUEVILLE PORTFOLIO MANAGERS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market % of
Value Net Assets
- ----------------------------------------------------------------
<S> <C> <C>
REVITALIZED BEHEMOTHS $8,610,000 25.75%
BankAmerica
Boeing International Co.
Champion Intl.
Citicorp
International Business Machines
Pepsico
RJR Nabisco Holdings
- ----------------------------------------------------------------
SURVIVORS IN DEPRESSED INDUSTRIES/REGIONS 3,922,500 11.73%
Coast Savings Financial
K Mart
Maytag
Herman Miller Inc.
- ----------------------------------------------------------------
CHANGING CONSUMER 2,082,125 6.23%
Heinz, H.J.
Helene Curtis Industries
Western Publishing Group
Apple Computer
- ----------------------------------------------------------------
NEW INDUSTRIAL REVOLUTION 2,505,000 7.49%
Burlington Industries
Systemed
Telxon
Giddings & Lewis
- ----------------------------------------------------------------
PROTECTION AGAINST INFLATION 2,808,125 8.40%
British Petroleum PLC
Catellus Development
Murphy Oil
Newmont Mining
Inco
- ----------------------------------------------------------------
SPECIAL SITUATIONS 2,511,253 7.51%
Manville
National Education
Tesoro Petroleum
Ben Franklin Retail Stores
Napro Biotherapeudics
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Market % of
Value Net Assets
- ----------------------------------------------------------
<S> <C> <C>
DERIVATIVE GROWTH $ 563,750 1.69%
Foxmeyer Health
Scherer RP
- ----------------------------------------------------------
HIDDEN ASSETS 2,814,375 8.42%
Bristol Myers Squibb
Dun & Bradstreet
Melville
Westinghouse Electric
- ----------------------------------------------------------
CHANGING POLITICAL/
REGULATORY CLIMATE 1,485,563 4.44%
Sprint
Archer Daniels Midland
- ----------------------------------------------------------
INFRASTRUCTURE 465,000 1.39%
Hanson PLC
- ----------------------------------------------------------
ASTUTE MANAGEMENT 847,500 2.53%
Hartford Steam Boiler Insp. & Inc.
Zero
- ----------------------------------------------------------
TOO MUCH COMPLACENCY 1,406,250 4.20%
Baker Hughes
Digicon
Varco International
- ----------------------------------------------------------
U.S. GOVERNMENT
AGENCY BONDS 2,005,619 6.00%
- ----------------------------------------------------------
SHORT TERM INVESTMENTS 1,256,000 3.76%
- ----------------------------------------------------------
TOTAL INVESTMENTS 33,283,060 99.54%
OTHER ASSETS &
LIABILITIES, NET 154,932 0.46%
- ----------------------------------------------------------
TOTAL NET ASSETS $33,437,992 100.00%
-----------
</TABLE>
6
<PAGE>
THE TOCQUEVILLE FUND
SELECTED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS A
---------------------------------------------------
PER SHARE OPERATING
PERFORMANCE
(FOR A SHARE OUTSTANDING YEAR ENDED OCTOBER 31,
THROUGHOUT THE PERIOD) ---------------------------------------------------
1995 1994 1993 1992 1991
---------------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of year $ 13.74 $ 13.67 $ 11.83 $ 11.33 $ 10.21
------- ------- ------- ------- -------
Income from investment
operations
Net investment income 0.15(a) 0.12 0.11 0.17 0.33
Net realized and
unrealized gain 1.70 0.88 2.55 1.33 1.41
------- ------- ------- ------- -------
Total from investment op-
erations 1.85 1.00 2.66 1.50 1.74
------- ------- ------- ------- -------
Less distributions
Dividends from net in-
vestment income (0.11) (0.14) (0.16) (0.36) (0.51)
Distributions from net
realized gains (1.41) (0.79) (0.66) (0.64) (0.11)
------- ------- ------- ------- -------
Total distributions (1.52) (0.93) (0.82) (1.00) (0.62)
------- ------- ------- ------- -------
Change in net asset value
for the year 0.33 0.07 1.84 0.50 1.12
------- ------- ------- ------- -------
Net asset value, end of
year $ 14.07 $ 13.74 $ 13.67 $ 11.83 $ 11.33
------- ------- ------- ------- -------
Total Return (b) 16.0% 7.7% 23.7% 14.9% 17.7%
Ratios/supplemental data
Net assets, end of year
(000) $33,438 $29,140 $27,745 $19,496 $17,388
Ratio to average net as-
sets of:
Expenses 1.57%(a) 1.54% 1.56% 1.74% 1.96%
Net investment income 1.07%(a) 0.87% 0.96% 1.44% 3.38%
Portfolio turnover rate 47% 52% 54% 89% 97%
<CAPTION>
CLASS B
----------------
PERIOD FROM
AUGUST 14, 1995
TO
OCTOBER 31, 1995
----------------
<S> <C>
Net asset value, begin-
ning of period $ 14.68
-------
Income from investment
operations
Net investment income --
Net realized and
unrealized gain (loss) (0.67)
-------
Total from investment op-
erations (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 as-
sets of:
Expenses --
Net investment income --
</TABLE>
(a) Net of fees waived amounting to 0.02% of average net assets for the period
ended October 31, 1995.
(b) Does not include maximum sales load of 4%.
(c) Does not include contingent deferred sales charge. Not annualized.
7
<PAGE>
THE TOCQUEVILLE FUND
INVESTMENTS AS OF OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market % of
COMMON STOCKS--89.78% Shares Value Net Assets
- --------------------------------------------------------------------
<S> <C> <C> <C>
BASIC INDUSTRIES--5.87%
Champion Intl. Corp. 20,000 $1,070,000 3.20%
Inco, Ltd. 15,000 515,625 1.54%
Newmont Mining Corp. 10,000 377,500 1.13%
- --------------------------------------------------------------------
1,963,125 5.87%
- --------------------------------------------------------------------
CAPITAL GOODS--2.26%
Giddings & Lewis, Inc. 10,000 161,250 0.48%
Westinghouse Electric Corp. 15,000 211,875 0.64%
Zero Corp. 25,000 381,250 1.14%
- --------------------------------------------------------------------
754,375 2.26%
- --------------------------------------------------------------------
CONSUMER BASICS--18.37%
Archer Daniels Midland Co. 20,500 330,563 0.99%
Bristol Myers Squibb Co. 20,000 1,525,000 4.56%
Foxmeyer Health Corp. 15,000 341,250 1.02%
Hanson PLC 30,000 465,000 1.39%
Heinz, H.J. Co. 20,000 930,000 2.78%
Pepsico, Inc. 15,000 791,250 2.37%
RJR Nabisco Holdings Corp. 50,000 1,537,500 4.60%
Scherer RP Corp. Del.(a) 5,000 222,500 0.66%
- --------------------------------------------------------------------
6,143,063 18.37%
- --------------------------------------------------------------------
CONSUMER DURABLES--2.27%
Ben Franklin Retail Stores(a) 1.01 3 0.00%
Maytag Corp. 40,000 760,000 2.27%
- --------------------------------------------------------------------
760,003 2.27%
- --------------------------------------------------------------------
CONSUMER NON-DURABLES--11.11%
Burlington Industries, Inc.(a) 100,000 1,112,500 3.33%
Helene Curtis Industries, Inc. 20,000 597,500 1.79%
K Mart Corp. 150,000 1,218,750 3.64%
Melville Corporation 15,000 480,000 1.43%
Systemed, Inc. Del.(a) 50,000 306,250 0.92%
- --------------------------------------------------------------------
3,715,000 11.11%
- --------------------------------------------------------------------
ENERGY--11.46%
Baker Hughes, Inc. 25,000 490,625 1.47%
British Petroleum PLC 10,000 882,500 2.64%
Digicon, Inc. 75,000 459,375 1.37%
Murphy Oil Corp. 20,000 757,500 2.27%
Tesoro Petroleum Corp.(a) 100,000 787,500 2.35%
Varco International Inc.(a) 50,000 456,250 1.36%
- --------------------------------------------------------------------
3,833,750 11.46%
- --------------------------------------------------------------------
FINANCE--13.81%
BankAmerica Corp. 20,000 1,150,000 3.44%
Citicorp 30,000 1,946,250 5.82%
Coast Savings Financial, Inc.(a) 40,000 1,055,000 3.16%
Hartford Steam Boilers Insp. & Inc. 10,000 466,250 1.39%
- --------------------------------------------------------------------
4,617,500 13.81%
- --------------------------------------------------------------------
</TABLE>
(a) Non-income producing security.
See Notes to Financial Statements.
<TABLE>
<CAPTION>
COMMON STOCKS Market % of
(CONTINUED) Shares Value Net Assets
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
GENERAL BUSINESS--8.10%
Dun & Bradstreet Corp. 10,000 $ 597,500 1.79%
Miller, Herman Inc. 30,000 888,750 2.66%
National Education Corp.(a) 100,000 812,500 2.43%
Western Publishing Group, Inc.(a) 50,000 409,375 1.22%
- ----------------------------------------------------------------------------
2,708,125 8.10%
- ----------------------------------------------------------------------------
MISCELLANEOUS--1.81%
Cattellus Development(a) 50,000 275,000 0.82%
Napro Biotherapeudics, Inc.(a) 30,000 330,000 0.99%
- ----------------------------------------------------------------------------
605,000 1.81%
- ----------------------------------------------------------------------------
SHELTER--1.74%
Manville Corp.(a) 50,000 581,250 1.74%
- ----------------------------------------------------------------------------
581,250 1.74%
- ----------------------------------------------------------------------------
TECHNOLOGY--9.53%
Apple Computer 4,000 145,250 0.44%
Boeing International Co. 10,000 656,250 1.96%
International Business Machines 15,000 1,458,750 4.36%
Telxon Corp. 40,000 925,000 2.77%
- ----------------------------------------------------------------------------
3,185,250 9.53%
- ----------------------------------------------------------------------------
UTILITIES--3.45%
Sprint Corp. 30,000 1,155,000 3.45%
- ----------------------------------------------------------------------------
1,155,000 3.45%
- ----------------------------------------------------------------------------
Total Common Stocks
(Cost $23,875,345) 30,021,441 89.78%
- ----------------------------------------------------------------------------
U.S. GOVERNMENT Principal
AGENCY BONDS--6.0% Amount
- ----------------------------------------------------------------------------
Federal Home Loan Banks
5.920%, 4/04/97 1,000,000 999,209 2.99%
Federal Home Loan Mortgage Corp. 6.875%,
9/18/02 1,000,000 1,006,410 3.01%
- ----------------------------------------------------------------------------
Total U.S. Gov't Agency Bonds (Cost
$1,980,388) 2,005,619 6.00%
- ----------------------------------------------------------------------------
SHORT TERM INVESTMENTS--3.76%
Repurchase Agreement,
State Street Bank & Trust Company, dated
10/31/95,
due 11/01/95, 4.5%
Collateralized by U.S.
Treasury Notes valued at $1,283,814. Re-
purchase proceeds of $1,256,157 (Cost
$1,256,000). 1,256,000 1,256,000 3.76%
- ----------------------------------------------------------------------------
TOTAL INVESTMENTS
(COST $27,111,733)--99.54% 33,283,060 99.54%
OTHER ASSETS & LIABILITIES, NET--0.46% 154,932 0.46%
- ----------------------------------------------------------------------------
TOTAL NET ASSETS--100.0% $33,437,992 100.00%
-----------
</TABLE>
8
<PAGE>
THE TOCQUEVILLE FUND
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investments, at values (identified cost $27,111,733) $33,283,060
Cash 511
Receivables for Fund shares sold 28,184
Receivables for investments sold 153,420
Dividends and interest receivable 53,369
Other assets 25,322
-----------
33,543,866
-----------
LIABILITIES
Payable for Fund shares repurchased 14,120
Accrued investment adviser's fee 22,098
Accrued distribution fee 29,231
Accrued expenses 40,425
-----------
105,874
-----------
NET ASSETS $33,437,992
-----------
At October 31, 1995 net assets consisted of:
Capital paid in $24,687,637
Undistributed net investment income 318,948
Undistributed net realized gain 2,260,080
Net unrealized appreciation 6,171,327
-----------
$33,437,992
-----------
CLASS A
NET ASSET VALUE PER SHARE ($33,437,801/2,376,042 shares outstand-
ing) $14.07
------
Maximum offering price ($14.07/96%) $14.66
------
CLASS B
NET ASSET VALUE PER SHARE AND MAXIMUM OFFERING PRICE ($191/14
shares outstanding) $14.01
------
</TABLE>
See Notes to Financial Statements.
9
<PAGE>
THE TOCQUEVILLE FUND
STATEMENT OF OPERATIONS
Year Ended October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends (net of $9,918 foreign taxes withheld) $ 584,567
Interest 250,823
----------
835,390
----------
EXPENSES
Investment adviser's fee (Note 2) 240,219
Custodian and fund accounting 50,530
Transfer agent and shareholder services 28,770
Audit 18,115
Legal 32,080
Distribution (Note 4)
Class A 80,011
Class B --
Administration fee (Note 4) 6,767
Printing 8,295
Registration 12,770
Trustees fee 10,217
Fidelity bond 3,557
Other 7,300
----------
Total expenses 498,631
Less: fees waived (Note 4) (6,767)
----------
Net expenses 491,864
----------
NET INVESTMENT INCOME 343,526
----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments 2,506,947
Net unrealized appreciation of investments during the year 2,103,502
----------
Net gain on investments 4,610,449
----------
Net increase in net assets resulting from operations $4,953,975
----------
</TABLE>
See Notes to Financial Statements.
10
<PAGE>
THE TOCQUEVILLE FUND
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
OCTOBER 31,
------------------------
1995 1994
---- ----
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment income $ 343,526 $ 253,499
Net realized gain 2,506,947 2,984,525
Net unrealized appreciation (depreciation) 2,103,502 (1,138,343)
----------- -----------
Net increase resulting from operations 4,953,975 2,099,681
Distributions to shareholders from:
Net investment income
Class A (233,851) (276,384)
Class B -- --
Net realized gain on investments
Class A (2,995,036) (1,573,419)
Class B -- --
Fund share transactions (Note 3)
Class A 2,572,904 1,144,676
Class B 200 --
----------- -----------
Net increase in net assets 4,298,192 1,394,554
NET ASSETS
Beginning of year 29,139,800 27,745,246
----------- -----------
End of year $33,437,992 $29,139,800
----------- -----------
</TABLE>
See Notes to Financial Statements.
11
<PAGE>
THE TOCQUEVILLE FUND
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 1
The Tocqueville Trust (the "Trust") was organized as a Massachusetts busi-
ness trust registered under the Investment Company Act of 1940 as amended, as
a diversified, open-end management investment company. The Trust consists of
five separate Funds: The Tocqueville Fund, The Tocqueville Asia-Pacific Fund,
The Tocqueville Small Cap Value Fund, The Tocqueville Europe Fund and The
Tocqueville Government Fund (the "Funds"). The following is a summary of sig-
nificant accounting principles followed by the Trust in the preparation of its
financial statements.
- -------------------------------------------------------------------------------
SECURITY VALUATION
Investments in securities, including foreign securities, traded on an ex-
change or quoted on the over-the-counter market are valued at the last sale
price or, if no sale occurred during the day, at the mean between closing bid
and asked prices, as last reported by a pricing service approved by the Trust-
ees. When market quotations are not readily available, or when restricted se-
curities or other assets are being valued, such assets are valued at fair
value as determined in good faith by or under procedures established by the
Trustees. Short-term investments are stated at cost which, together with ac-
crued interest, approximates market value.
- -------------------------------------------------------------------------------
FEDERAL INCOME TAX
It is the Trust's policy to comply with the provisions of the Internal Reve-
nue Code ("Code") applicable to regulated investment companies and to distrib-
ute all of its taxable income to its shareholders. It is also the Trust's in-
tention to distribute amounts sufficient to avoid imposition of any excise tax
under Section 4982 of the Code. Therefore, no federal income or excise tax
provision is required.
- -------------------------------------------------------------------------------
OTHER
Security transactions are accounted for on the trade date, the date the or-
der to buy or sell is executed. Dividend income is recognized on the ex-divi-
dend date or at the time the Fund becomes aware, whichever is earlier. Inter-
est income is recognized on the accrual basis and market discount is accounted
for on a straight-line basis from settlement date. The Trust uses the first-
in, first-out method for determining realized gain or loss on investments sold
for both financial reporting and federal tax purposes. Distributions to share-
holders are recorded on the ex-dividend date. Expenses incurred by the Trust
not specifically identified to a Fund are allocated on a basis relative to the
size of each fund's daily net asset value.
- -------------------------------------------------------------------------------
NOTE 2
Tocqueville Asset Management L.P. ("Tocqueville"), is the investment adviser
to the Trust under an Investment Advisory Agreement approved by shareholders
on February 26, 1990. For its services, Tocqueville receives a fee from the
Tocqueville Fund payable monthly, at an annual rate of .75% of the first $100
million of the Fund's average daily net assets, .70% of the next $400 million
of average daily net assets, and .65% of average daily net assets in excess of
$500 million.
12
<PAGE>
- -------------------------------------------------------------------------------
Certain states in which shares of the Trust are qualified for sale impose
limitations on the expenses of the Trust. The Advisory Agreement provides that
if, in any fiscal year, the total expenses of the Trust (excluding taxes, in-
terest, extraordinary expenses and the distribution fee but including the Ad-
viser's fee) exceed the expense limitation applicable to the Trust imposed by
the securities regulations of any state in which it is registered to sell
shares, Tocqueville will pay or reimburse the Trust for that excess up to the
amount of its fee. The most restrictive limitation currently applicable (ex-
cluding the items described above) limits a fund to 2.5% of the Trust's first
$30,000,000 of average daily net assets, 2% of the next $70,000,000, and 1.5%
of the Trust's average daily net assets over $100,000,000. No such reimburse-
ment was required for the year ended October 31, 1995.
- -------------------------------------------------------------------------------
NOTE 3
Effective August 14, 1995 the Fund offered two classes of shares: Class A
and Class B shares. Shares of each class are identical except for the initial
sales load on Class A shares, a contingent deferred sales charge on Class B
shares, distribution fees, and voting rights on matters effecting a single
class. All Fund shares outstanding before August 14, 1995 were designated as
Class A shares. At October 31, 1995, there were an unlimited number of shares
of beneficial interest authorized ($0.01 par value). Transactions in the
Fund's shares were as follows:
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------
YEAR ENDED YEAR ENDED
OCTOBER 31, 1995 OCTOBER 31, 1994
--------------------- ---------------------
SHARES AMOUNT SHARES AMOUNT
------ ------ ------ ------
<S> <C> <C> <C> <C>
Shares sold 448,435 $ 5,664,101 314,344 $ 4,224,458
Shares issued on reinvestment of
dividends 230,270 2,634,292 116,679 1,517,988
Shares redeemed (422,865) (5,725,489) (340,661) (4,597,770)
-------- ----------- -------- -----------
Net increase 255,840 $ 2,572,904 90,362 $ 1,144,676
-------- ----------- -------- -----------
<CAPTION>
CLASS B
---------------------
FOR THE PERIOD FROM
AUGUST 14, 1995
THROUGH
OCTOBER 31, 1995
---------------------
SHARES AMOUNT
------ ------
<S> <C> <C>
Shares sold 14 $ 200
Shares issued on reinvestment of
dividends -- --
Shares redeemed -- --
-------- -----------
Net increase 14 $ 200
-------- -----------
</TABLE>
13
<PAGE>
- --------------------------------------------------------------------------------
NOTE 4
Tocqueville Securities L.P. (the "Distributor") acts as distributor for
shares of the Fund and purchases shares of the Fund at net asset value to fill
orders as received from investment dealers. For the year ended October 31,
1995, the Distributor received net commissions of $1,591 from the sale of the
Fund's shares.
The Fund has adopted distribution plans related to the sale of Class A and
Class B shares pursuant to which the Fund may incur distribution expenses in
amounts not to exceed 0.25% and 0.75% per annum of the average daily net assets
of Class A and Class B shares, respectively. Such expenses may include, but are
not limited to, advertising, printing, and distribution of sales literature,
prospectuses and other materials, and payments to dealers and shareholders ser-
vicing agents including the Distributor. Under the distribution plans, the Dis-
tributor is permitted to carry forward expenses not reimbursed by the distribu-
tion fees to subsequent fiscal years for submission to the Fund for payment,
subject to the continuation of the Plan. The Distributor has informed the Trust
that, as of October 31, 1995, there were $59,065 in unreimbursed expenses for
the Fund.
Class B shares which are redeemed within six years of purchase are subject to
a contingent deferred sales charge at rates ranging from 5% to 0%, charged as a
percentage of the dollar amount subject thereto. There were no contingent de-
ferred sales charges paid to the Distributor for the year ended October 31,
1995.
Commissions earned by the Distributor for services rendered as a registered
broker-dealer in securities transactions for the Fund for the year ended Octo-
ber 31, 1995 were $39,665.
Pursuant to an Administrative Services Agreement, effective September 15,
1995, the Fund pays to the Distributor a fee computed and paid monthly at an
annual rate of 0.15% of the average daily net assets of the Fund. During the
year ended October 31, 1995, the Distributor waived administration fees of
$6,767.
14
<PAGE>
- --------------------------------------------------------------------------------
NOTE 5
Purchases and sales of investment securities (excluding short-term instru-
ments) for the year ended October 31, 1995 were as follows:
<TABLE>
<CAPTION>
THE
TOCQUEVILLE
FUND
-----------
<S> <C>
PURCHASES
U.S. Government $ 1,978,750
Other 12,414,310
-----------
$14,393,060
-----------
SALES
U.S. Government $ 2,998,906
Other 12,112,461
-----------
$15,111,367
-----------
</TABLE>
- --------------------------------------------------------------------------------
NOTE 6
Unrealized appreciation at October 31, 1995 based on cost of securities for
Federal tax purposes is as follows:
<TABLE>
<CAPTION>
THE
TOCQUEVILLE
FUND
-----------
<S> <C>
Gross unrealized appreciation $ 7,781,788
Gross unrealized depreciation (1,851,441)
-----------
Net unrealized appreciation $ 5,930,347
-----------
Cost of investments $27,352,713
-----------
</TABLE>
- --------------------------------------------------------------------------------
15
<PAGE>
THE TOCQUEVILLE FUND
- --------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees and Shareholders
The Tocqueville Fund
We have audited the accompanying statement of assets and liabilities, including
the investment portfolio, of The Tocqueville Fund, a series of The Tocqueville
Trust, as of October 31, 1995, and the related statement of operations for the
year then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the selected financial information for each
of the three years in the period then ended. These financial statements and se-
lected financial information are the responsibility of the Fund's management.
Our responsibility is to express an opinion on these financial statements and
selected financial information based on our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and selected finan-
cial information are free of material misstatement. An audit includes examin-
ing, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of securities owned
as of October 31, 1995, by correspondence with the custodian. An audit also in-
cludes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presenta-
tion. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and selected financial information
referred to above present fairly, in all material respects, the financial
position of The Tocqueville Fund, a series of The Tocqueville Trust as of
October 31, 1995, the results of its operation, the changes in its net assets,
and the selected financial information for the periods indicated, in conformity
with generally accepted accounting principles.
/s/ McGladrey & Pullen, LLP
New York, New York
December 1, 1995
16
<PAGE>
THE TOCQUEVILLE FUND
THE TOCQUEVILLE ASIA-PACIFIC FUND
THE TOCQUEVILLE EUROPE FUND
THE TOCQUEVILLE SMALL CAP VALUE FUND
Special Meeting of Shareholders, July 31, 1995
- --------------------------------------------------------------------------------
A Special Meeting of Shareholders of the Trust was held on July 31, 1995 at
the offices of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel, 919 Third Ave-
nue, New York, New York. The purpose of the meeting was to elect six trustees
of the Trust, to ratify McGladrey and Pullen, LLP as independent public accoun-
tants for the Trust, to approve an amendment to the Declaration and Agreement
of Trust to permit the Trustees to authorize, without shareholder approval, the
issuance of separate and distinct classes of shares of each series of the Trust
and to approve the elimination of some fundamental investment restrictions of
the Trust requiring shareholder approval. At the meeting, the shareholders
voted in favor of all of the resolutions presented to them. No other business
was conducted at the Special Meeting of Shareholders.
The results of the voting at the Special Meeting of Shareholders was as fol-
lows:
1. Ratification of an amendment to the Agreement and Declaration of Trust
to permit the Trustees, without shareholder approval, to authorize The
Tocqueville Trust to issue separate and distinct classes of shares of
each series:
THE TOCQUEVILLE FUND
For: 1,465,660.45 Against: 4,474.39 Abstain: 5,053.03
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,433.12 Against: -0- Abstain: 38.46
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
2. Approval of the elimination of the Funds' fundamental investment re-
striction concerning short sales:
THE TOCQUEVILLE FUND
For: 1,469,900.22 Against: 4,474.39 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
17
<PAGE>
- --------------------------------------------------------------------------------
3. Approval of the elimination of the Funds' fundamental investment re-
striction concerning investment for control were as follows:
THE TOCQUEVILLE FUND
For: 1,471,351.92 Against: 3,022.69 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
4. Approval of the elimination of the Funds' fundamental investment re-
striction concerning securities of affiliates:
THE TOCQUEVILLE FUND
For: 1,464,396.14 Against: 9,978.47 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
5. Approval of the elimination of the Funds' fundamental investment re-
striction concerning securities of other investment companies:
THE TOCQUEVILLE FUND
For: 1,469,057.52 Against: 5,317.09 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
18
<PAGE>
- --------------------------------------------------------------------------------
6. Approval of the elimination of the Funds' fundamental investment re-
striction concerning development programs:
THE TOCQUEVILLE FUND
For: 1,468,635.92 Against: 5,738.69 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
7.Approval of the elimination of the Funds' fundamental investment re-
striction concerning transactions involving puts, calls or options:
THE TOCQUEVILLE FUND
For: 1,464,689.65 Against: 9,684.96 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
8.Approval of the elimination of the Funds' fundamental investment re-
striction concerning investment in securities of issuers in operation
for less than three years:
THE TOCQUEVILLE FUND
For: 1,460,800.07 Against: 13,574.54 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
19
<PAGE>
- --------------------------------------------------------------------------------
9. Approval of the amendment of the Funds' fundamental investment re-
stricting concerning the lending of money or securities:
THE TOCQUEVILLE FUND
For: 1,459,829.27 Against: 14,545.34 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
10. Approval of the amendment of the Funds' fundamental investment restric-
tion concerning commodities:
THE TOCQUEVILLE FUND
For: 1,465,660.45 Against: 8,714.16 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
11. Approval of the elimination of The Tocqueville Fund's and The
Tocqueville Small Cap Value Fund's fundamental restriction concerning
restricted and illiquid securities:
THE TOCQUEVILLE FUND
For: 1,464,490.27 Against: 9,884.34 Abstain: 813.26
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
12.Approval of the elimination of The Tocqueville Fund's and The
Tocqueville Small Cap Value Fund's fundamental restriction concerning
the amount of allowable investment in foreign securities:
THE TOCQUEVILLE FUND
For: 1,470,321.45 Against: 4,053.16 Abstain: 813.26
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
20
<PAGE>
- --------------------------------------------------------------------------------
13.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning re-
stricted and illiquid securities:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
14.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning securi-
ties of other investment companies were as follows:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
15.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning war-
rants were as follows:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
16. Election of six (6) Trustees, for a term to expire until his or her
successor is elected and has qualified:
<TABLE>
<CAPTION>
WITHHOLDING
FOR AUTHORITY
--- -----------
<S> <C> <C>
Francois Sicart 2,471,499.52 -0-
Bernard Combemale 2,471,499.52 -0-
James Flaherty 2,466,639.14 4,860.38
Inge Heckel 2,466,639.14 4,860.38
Robert Kleinschmidt 2,471,499.52 -0-
Francois Letaconnoux 2,471,499.52 -0-
</TABLE>
17. Ratification of the selection of McGladrey & Pullen, LLP, as indepen-
dent public accountants for the Trust for the fiscal year ended October
31, 1995.
For: 2,471,102.02 Against: -0- Abstain: 397.50
21
<PAGE>
INVESTMENT ADVISOR
Tocqueville Asset Management L.P.
1675 Broadway
New York, New York 10019
Telephone: (212) 698-0800
Telecopier: (212) 262-0154
DISTRIBUTOR
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Telephone: (800) 697-3863
Telecopier: (212) 262-0154
SHAREHOLDERS' SERVICING,
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company
P.O. Box 8507
Boston, Massachusetts 02266-8507
Telephone Toll Free
(800) 626-9402
BOARD OF TRUSTEES
Francois Sicart -- Chairman
Bernard F. Combemale
James B. Flaherty
Inge Heckel
Robert W. Kleinschmidt
Francois Letaconnoux
[LOGO] The Tocqueville Fund
The Tocqueville Fund
a series of
The Tocqueville Trust
Annual Report
October 31, 1995
EX-99.B12.(B)
THE TOCQUEVILLE ASIA-PACIFIC FUND
AUDITED FINANCIAL STATEMENTS FOR THE
PERIOD ENDED OCTOBER 31, 1995
<PAGE>
<PAGE>
THE TOCQUEVILLE ASIA-PACIFIC FUND
- --------------------------------------------------------------------------------
DEAR FELLOW SHAREHOLDERS:
For the fiscal year ending October 31st 1995, the Class A net asset value per
share of the Tocqueville Asia-Pacific Fund declined 11.63%, vs. a decline of
11.21% for the Morgan Stanley Pacific Index. We remain concerned about the po-
tential for economic and political upheaval in the region and, as a result, we
have had a significant part of the portfolio in cash reserves and in invest-
ments in Australia and New Zealand (including the shares of gold mining compa-
nies).
While the recession in Japan seems to have reached a bottom, the risk of af-
tershocks remains in both the financial sector and in the political arena, as
the forced transformation of the economy threatens the traditional pillars of
the Japanese society.
For the rest of the region, the great uncertainty lies in the change of lead-
ership in China at a time when the imbalance in the country's growth may become
a factor of internal tensions, and when foreign pressures on China to abide by
international trade laws is also a source of friction. An interruption of in-
vestment flows into the mainland, as a result of either internal unrest or ex-
ternal tensions, would likely cause a sudden reduction in Chinese economic ac-
tivity that would significantly affect the region's other economies.
Furthermore, most of the tigers are still quite vulnerable to a possible reces-
sion in the United States as well. In a region where financial markets are
characterized by very long-term hopes and very short-term trading, prudence to-
ward the high-growth economies of the region still seems to be warranted.
The growth potential of the region remains awesome, however, and we continue
to look for ways to invest in companies that appear capable of surviving
through these short-term vagaries. We feel that, since temporary crises--polit-
ical and financial--are inevitable in coming years, they will give us desirable
entry points to establish long-term positions in companies offering a unique
combination of high growth potential and reasonable valuations.
In the meantime, we will maintain a fairly cautious approach, with ample cash
reserves and a good part of our portfolio in the more stable, slower-growing
economies of the region.
Francois Sicart
Portfolio Manager
- --------------------------------------------------------------------------------
This report is not authorized for distribution to prospective investors un-
less preceded or accompanied by a currently effective prospectus of The
Tocqueville Trust.
<PAGE>
- --------------------------------------------------------------------------------
[MAC CHART]
- --------------------------------------------------------------------------------
2
<PAGE>
THE TOCQUEVILLE ASIA-PACIFIC FUND
SELECTED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------
YEAR ENDED OCTOBER 31, PERIOD FROM
--------------------------------- NOVEMBER 12, 1991
1995 1994 1993 TO OCTOBER 31, 1992
------- ------- ------- -------------------
PER SHARE OPERATING
PERFORMANCE
(FOR A SHARE OUTSTANDING
THROUGHOUT THE PERIOD) ------- ------- ------- -------------------
<S> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 12.16 $ 11.26 $ 10.50 $10.00
------- ------- ------- ------
Income from investment
operations:
Net investment loss..... (0.01)(a) (0.05)(b) (0.21) (0.07)(c)
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(d)......... (11.63%) 12.81% 15.00% 5.00%
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% (a) 2.82% (b) 4.63% 4.90% (c)*
Net investment income.. (0.26%)(a) (0.87%)(b) (2.42%) (0.73%)(c)*
Portfolio turnover rate. 106% 168% 216% 101%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
-------------------
PERIOD FROM
AUGUST 14, 1995
TO OCTOBER 31, 1994
-------------------
<S> <C>
Net asset value, beginning of period........................ $ 9.35
------
Income from investment operations:
Net investment income....................................... 0.00
Net realized and unrealized loss............................ (0.32)
------
Total from investment operations............................ (0.32)
------
Net asset value, end of period.............................. $ 9.03
======
Total Return(e)............................................. (3.42%)
Ratios/supplemental data
Net assets, end of period................................... $193
Ratio to average net assets of:
Expenses................................................... --
Net investment income...................................... --
</TABLE>
- --------
(a)Net of fees waived amounting to 1.27% of average net assets for the year
ended October 31, 1995.
(b)Net of fees waived amounting to 1.00% of average net assets for the year
ended October 31, 1994.
(c)Net of fees waived amounting to 0.28% of average net assets for the period
ended October 31, 1992.
(d)Does not include maximum sales load of 4%.
(e)Does not include contingent deferred sales charge. Not annualized.
*Annualized.
3
<PAGE>
THE TOCQUEVILLE ASIA-PACIFIC FUND
INVESTMENTS AS OF OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
US$
Market % of
COMMON STOCKS--80.75% Shares Value Net Assets
- --------------------------------------------------------------------
<S> <C> <C> <C>
AUSTRALIA--30.85%
Acacia Resources(a) 30,000 $ 49,135 1.05%
Ampolex Ltd.(a) 60,000 118,839 2.53%
Posgold Ltd. 50,000 86,082 1.84%
Aurora Gold(a) 100,000 114,268 2.44%
Crown Ltd.(a) 75,000 104,556 2.23%
Delta Gold NL(a) 80,000 171,860 3.67%
Dominion Mining(a) 500,000 110,459 2.36%
Emperor Mines Ltd.(a) 22,000 33,351 0.71%
Gold Mines of Kalgoorlie 50,000 39,994 0.85%
MIM Holdings, Ltd. 30,000 40,451 0.86%
North Ltd. 50,000 140,931 3.01%
QNI Limited 35,000 67,190 1.43%
Resolute Samantha 58,571 112,885 2.41%
Golden Shamrock(a) 100,000 54,849 1.17%
Woodside Petroleum 40,000 191,666 4.09%
Deutsche Bank Australia Ltd., Wts.(a) 11,000 9,385 0.20%
- --------------------------------------------------------------------
1,445,901 30.85%
- --------------------------------------------------------------------
HONG KONG--11.38%
ASM Pacific Tech. 150,000 141,625 3.02%
QPL International 271,000 185,768 3.96%
World Houseware 720,000 128,510 2.74%
Yip's Hang Cheung 500,000 77,603 1.66%
- --------------------------------------------------------------------
533,506 11.38%
- --------------------------------------------------------------------
MALAYSIA--7.84%
ACP Industries 25,000 100,354 2.14%
Cycle & Carr Bin 15,000 61,983 1.32%
Hock Hua Bank Bhd.(a) 25,000 73,790 1.58%
Road Builder 29,000 89,591 1.91%
Diperdana Corp. Berhad(a) 15,000 33,943 0.72%
Tongkah Holdings Bhd. 25,000 7,969 0.17%
- --------------------------------------------------------------------
367,630 7.84%
- --------------------------------------------------------------------
NEW ZEALAND--20.97%
Brierley Invmt. Ltd. 150,000 116,839 2.49%
Carter Holt Harvey 50,000 119,480 2.55%
CDL Hotels NZ Ltd.(a) 350,000 147,865 3.16%
Fisher & Paykel 70,400 230,035 4.91%
Fletcher Challenge 100,000 264,704 5.65%
Telecom Corp. of NZ 25,000 103,802 2.21%
- --------------------------------------------------------------------
982,725 20.97%
- --------------------------------------------------------------------
SINGAPORE--8.62%
Far East Levingston 25,000 107,926 2.31%
United Overseas Bank 10,000 87,757 1.87%
Hong Kong Land Hldgs. 75,000 135,000 2.88%
Jardine Matheson 12,000 73,200 1.56%
- --------------------------------------------------------------------
403,883 8.62%
- --------------------------------------------------------------------
</TABLE>
(a) Non-income producing security.
See Notes to Financial Statements.
<TABLE>
<CAPTION>
US$
Market % of
COMMON STOCKS (CONTINUED) Shares Value Net Assets
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
THAILAND--1.09%
National Finance & Sec., Wts.(a) 3,000 $ 0 0.00%
Siam City Bank PLC 40,000 50,864 1.09%
Siam City Bank Rights(a) 235 0 0.00%
Siam City Bank Rights(a) 296 0 0.00%
- ----------------------------------------------------------------------------
50,864 1.09%
- ----------------------------------------------------------------------------
Total Common Stocks
(Cost $3,825,540) $3,784,509
- ----------------------------------------------------------------------------
SHORT-TERM Principal
INVESTMENTS--19.74% Amount
- ----------------------------------------------------------------------------
Repurchase Agreement,
State Street Bank & Trust Co., 2.5% dated
10/31/95, due 11/01/95 (Collateralized by
U.S. Treasury Notes valued at $944,292.
Repurchase proceeds of $925,064.) $925,000 $ 925,000 19.74%
- ----------------------------------------------------------------------------
TOTAL INVESTMENTS
(COST $4,750,540)--100.49% 4,709,509
OTHER ASSETS & LIABILITIES,
NET--(0.49)% (22,816)
- ----------------------------------------------------------------------------
TOTAL NET ASSETS--100.0% $4,686,693
----------
</TABLE>
4
<PAGE>
THE TOCQUEVILLE ASIA-PACIFIC FUND
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Investments, at value (identified cost $4,750,540) $4,709,509
Cash 584
Cash, foreign currencies 7,717
Dividends and interest receivable 14,530
Other assets 2,923
----------
$4,735,263
----------
LIABILITIES
Accrued investment adviser's fee --
Accrued distribution fee --
Accrued expenses and other 48,570
----------
48,570
----------
NET ASSETS $4,686,693
----------
At October 31, 1995 net assets consisted of:
Capital paid in $5,079,332
Accumulated net realized loss (351,630)
Net unrealized depreciation (41,009)
----------
$4,686,693
----------
CLASS A
NET ASSET VALUE PER SHARE ($4,686,500 / 516,440 shares
outstanding) $9.07
-----
Maximum offering price ($9.07 / 96%) $9.45
-----
CLASS B
NET ASSET VALUE PER SHARE AND MAXIMUM OFFERING PRICE ($193 / 21
shares outstanding) $9.03
-----
</TABLE>
See Notes to Financial Statements.
5
<PAGE>
THE TOCQUEVILLE ASIA-PACIFIC FUND
STATEMENT OF OPERATIONS
Year Ended October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME
Dividends (net of $8,853 foreign taxes withheld) $ 91,582
Interest 68,145
---------
159,727
---------
EXPENSES
Investment adviser's fee (Note 2) 48,530
Custodian and fund accounting 71,590
Transfer agent and shareholder services 21,755
Audit 14,600
Legal 34,557
Distribution (Note 4)
Class A 12,133
Class B --
Administration (Note 4) 979
Printing 3,650
Registration 12,775
Trustees fee 1,825
Amortization of organization expenses 2,795
Fidelity bond 2,333
Other 6,612
---------
Total expenses 234,134
Less: fees waived (Notes 2 and 4) (61,642)
---------
Net expenses 172,492
---------
NET INVESTMENT LOSS (12,765)
---------
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on:
Investments (351,630)
Foreign currency transactions (3,569)
---------
(355,199)
---------
Net unrealized depreciation on:
Investments (204,604)
Foreign currency translation of other assets and liabilities (4,376)
---------
(208,980)
---------
Net loss on investments (564,179)
---------
Net decrease in net assets resulting from operations $(576,944)
---------
</TABLE>
See Notes to Financial Statements.
6
<PAGE>
THE TOCQUEVILLE ASIA-PACIFIC FUND
STATEMENTS OF CHANGES IN NET ASSETS
Years ended October 31, 1995 and 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment loss $ (12,765) $ (38,984)
Net realized gain (loss) (355,199) 757,775
Net unrealized depreciation (208,980) (181,778)
---------- ----------
Net increase (decrease) resulting from operations (576,944) 537,013
Distributions to shareholders from net realized gain
on investments:
Class A (720,093) (172,782)
Class B -- --
Fund share transactions (Note 4)
Class A 796,982 936,375
Class B 200 --
---------- ----------
Net increase (decrease) in net assets (499,855) 1,300,606
NET ASSETS
Beginning of year 5,186,548 3,885,942
---------- ----------
End of year $4,686,693 $5,186,548
---------- ----------
</TABLE>
See Notes to Financial Statements.
7
<PAGE>
THE TOCQUEVILLE ASIA-PACIFIC FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1
The Tocqueville Trust (the "Trust") was organized as a Massachusetts business
trust registered under the Investment Company Act of 1940 as amended, as a di-
versified, open-end management investment company. The Trust consists of five
separate Funds: The Tocqueville Fund, The Tocqueville Asia-Pacific Fund, The
Tocqueville Small Cap Value Fund, The Tocqueville Europe Fund and The
Tocqueville Government Fund (the "Funds"). The following is a summary of sig-
nificant accounting principles followed by the Trust in the preparation of its
financial statements.
- --------------------------------------------------------------------------------
SECURITY VALUATION
Investments in securities, including foreign securities, traded on an ex-
change or quoted on the over-the-counter market are valued at the last sale
price or, if no sale occurred during the day, at the mean between closing bid
and asked prices, as last reported by a pricing service approved by the Trust-
ees. When market quotations are not readily available, or when restricted secu-
rities or other assets are being valued, such assets are valued at fair value
as determined in good faith by or under procedures established by the Trustees.
Short-term investments are stated at cost which, together with accrued inter-
est, approximates market value.
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
It is the Trust's policy to comply with the provisions of the Internal Reve-
nue Code ("Code") applicable to regulated investment companies and to distrib-
ute all of its taxable income to its shareholders. It is also the Trust's in-
tention to distribute amounts sufficient to avoid imposition of any excise tax
under Section 4982 of the Code. Therefore, no federal income or excise tax pro-
vision is required.
- --------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION
Investments and other assets and liabilities denominated in foreign curren-
cies are translated to U.S. dollars at the prevailing rates of exchange. The
Tocqueville Asia-Pacific Fund is engaged in transactions in securities denomi-
nated in foreign currencies and, as a result, enters into foreign exchange con-
tracts. The Fund is exposed to additional market risk as a result of changes in
the value of the underlying currency in relation to the U.S. dollar. The value
of foreign currency contracts are "marked to market" on a daily basis, which
reflects the change in the market value of the contract at the close of each
day's trading, resulting in daily unrealized gains and/or losses. When the con-
tracts are closed, the Fund recognizes a realized gain or loss.
The Fund does not isolate that portion of the results of operations resulting
from changes in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.
- --------------------------------------------------------------------------------
8
<PAGE>
- -------------------------------------------------------------------------------
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, the differences between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books, and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the value of assets and liabilities other than investments in securities at
the end of the fiscal period, resulting from changes in the exchange rates.
- -------------------------------------------------------------------------------
OTHER
Security transactions are accounted for on the trade date, the date the or-
der to buy or sell is executed. Dividend income is recognized on the ex-divi-
dend date or at the time the Fund becomes aware, whichever is earlier. Inter-
est income is recognized on the accrual basis and market discount is accounted
for on a straight-line basis from settlement date. The Trust uses the first-
in, first-out method for determining realized gain or loss on investments sold
for both financial reporting and federal tax purposes. Distributions to share-
holders are recorded on the ex-dividend date. Expenses incurred by the Trust
not specifically identified to a fund are allocated on a basis relative to the
size of each fund's daily net asset value. It is the Fund's policy to take
possession of securities as collateral under repurchase agreements and to de-
termine on a daily basis that the value of such securities are sufficient to
cover the value of the repurchase agreements.
- -------------------------------------------------------------------------------
NOTE 2
Tocqueville Asset Management L.P. ("Tocqueville"), is the investment adviser
to the Trust under an Investment Advisory Agreement approved by shareholders
on February 26, 1990. For its services, Tocqueville receives a fee from the
Fund, payable monthly, at an annual rate of 1.00% on the first $50 million of
its average daily net assets, .75% of the next $50 million of average daily
net assets, and .65% of average daily net assets in excess of $100 million.
Certain states in which shares of the Trust are qualified for sale impose
limitations on the expenses of the Trust. The Advisory Agreement provides that
if, in any fiscal year, the total expenses of the Trust (excluding taxes, in-
terest, extraordinary expenses and the distribution fee but including the Ad-
viser's fee) exceed the expense limitation applicable to the Trust imposed by
the securities regulations of any state in which it is registered to sell
shares, Tocqueville will pay or reimburse the Trust for that excess up to the
amount of its fee. The most restrictive limitation currently applicable (ex-
cluding the items described above) limits a fund to 2.5% of the Trust's first
$30,000,000 of average daily net assets, 2% of the next $70,000,000, and 1.5%
of the Trust's average daily net assets over $100,000,000. The Adviser waived
its management advisory fee for the year ended October 31, 1995, aggregating
$48,530, due to this limitation.
- -------------------------------------------------------------------------------
9
<PAGE>
- -------------------------------------------------------------------------------
NOTE 3
Effective August 14, 1995 the Fund offered two classes of shares: Class A
and Class B shares. Shares of each class are identical except for the initial
sales load on Class A shares, a contingent deferred sales charge on Class B
shares, distribution fees, and voting rights on matters effecting a single
class. All Fund shares outstanding before August 14, 1995 were designated as
Class A shares. At October 31, 1995, there were an unlimited number of shares
of beneficial interest authorized ($0.01 par value). Transactions in the
Fund's shares were:
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------
YEAR ENDED YEAR ENDED
OCTOBER 31, 1995 OCTOBER 31, 1994
-------------------- -------------------
SHARES AMOUNT SHARES AMOUNT
-------- ---------- ------- ----------
<S> <C> <C> <C> <C>
Shares sold 140,708 $1,243,264 130,489 $1,511,830
Shares issued on reinvestment
of distributions 50,479 461,895 8,785 98,299
Shares redeemed (101,157) (908,177) (58,064) (673,754)
-------- ---------- ------- ----------
Net increase 90,030 $786,982 81,210 $936,375
-------- ---------- ------- ----------
</TABLE>
<TABLE>
<CAPTION>
CLASS B
----------------------
PERIOD FROM
AUGUST 14, 1995
TO OCTOBER 31, 1995
----------------------
SHARES AMOUNT
--------- ----------
<S> <C> <C>
Shares sold 21 $200
Shares redeemed -- --
--------- ----------
Net increase 21 $200
--------- ----------
</TABLE>
- -------------------------------------------------------------------------------
NOTE 4
Tocqueville Securities L.P. (the "Distributor") acts as distributor for
shares of the Fund and purchases shares of the Fund at net asset value to fill
orders as received from investment dealers. For the year ended October 31,
1995, the Distributor received net commissions of $65 from the sale of the
Fund's shares.
The Fund has adopted distribution plans related to the sale of Class A and
Class B shares pursuant to which the Fund may incur distribution expenses in
an amount not to exceed 0.25% and 0.75% per annum of the average daily net as-
sets of Class A and Class B shares, respectively. Such expenses may include,
but are not limited to, advertising, printing, and distribution of sales lit-
erature, prospectuses and other materials, and payments to dealers and share-
holders servicing agents including the Distributor. Under the distribution
plans, the Distributor is permitted to carry forward expenses not reimbursed
by the distribution fees to subsequent fiscal years for submission to the Fund
for payment, subject to the continuation of the Plan. For the year ended
- -------------------------------------------------------------------------------
10
<PAGE>
- --------------------------------------------------------------------------------
October 31, 1995, the Distributor has waived distribution fees of $12,132 and
$0, respectively, for Class A and Class B shares. The Distributor has informed
the Trust that, as of October 31, 1995, there were $58,702 in unreimbursed ex-
penses for the Fund.
Class B shares which are redeemed within six years of purchase are subject to
a contingent deferred sales charge at rates ranging from 5% to 0%, charged as a
percentage of the dollar amount subject thereto. There were no contingent de-
ferred sales charges paid to the Distributor for the year ended October 31,
1995.
Pursuant to an Administrative Services Agreement, effective September 15,
1995, the Fund pays to the Distributor a fee computed and paid monthly at an
annual rate of 0.15% of the average daily net assets of the Fund. During the
year ended October 31, 1995, the Distributor waived administration fees of
$979.
- --------------------------------------------------------------------------------
NOTE 5
Purchases and sales of investment securities (excluding short-term instru-
ments) for the year ended October 31, 1995 were as follows:
<TABLE>
<CAPTION>
THE
TOCQUEVILLE
ASIA-
PACIFIC
FUND
-----------
<S> <C>
PURCHASES
U.S. Government $ --
Other 4,467,026
----------
$4,467,026
----------
SALES
U.S. Government $ --
Other 3,726,505
----------
$3,726,505
----------
</TABLE>
- --------------------------------------------------------------------------------
11
<PAGE>
- --------------------------------------------------------------------------------
NOTE 6
Unrealized depreciation at October 31, 1995 based on cost of securities for
Federal tax purposes is as follows:
<TABLE>
<CAPTION>
THE
TOCQUEVILLE
ASIA-
PACIFIC
FUND
-----------
<S> <C>
Gross unrealized appreciation $ 369,439
Gross unrealized depreciation (414,401)
----------
Net unrealized depreciation $ (44,962)
----------
Cost of investments $4,754,471
----------
</TABLE>
At October 31, 1995, the Fund had tax basis capital losses of $347,699 avail-
able to offset future gains through October 31, 2003.
12
<PAGE>
THE TOCQUEVILLE ASIA-PACIFIC FUND
- --------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees and Shareholders
The Tocqueville Asia-Pacific Fund
We have audited the accompanying statement of assets and liabilities, including
the investment portfolio, of The Tocqueville Asia-Pacific Fund series of The
Tocqueville Trust, as of October 31, 1995, and the related statement of opera-
tions for the year then ended, the statement of changes in net assets for each
of the two years in the period then ended, and the selected financial informa-
tion for each of the three years in the period then ended. These financial
statements and selected financial information are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these finan-
cial statements and selected financial information based on our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and selected finan-
cial information are free of material misstatement. An audit includes examin-
ing, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of securities owned
as of October 31, 1995, by correspondence with the custodian. An audit also in-
cludes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presenta-
tion. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and selected financial information
referred to above present fairly, in all material respects, the financial
position of The Tocqueville Asia-Pacific Fund series of The Tocqueville Trust
as of October 31, 1995, the results of its operation, the changes in its net
assets, and the selected financial information for the periods indicated, in
conformity with generally accepted accounting principles.
/s/ McGladrey & Pullen, LLP
New York, New York
December 1, 1995
13
<PAGE>
THE TOCQUEVILLE FUND
THE TOCQUEVILLE ASIA-PACIFIC FUND
THE TOCQUEVILLE EUROPE FUND
THE TOCQUEVILLE SMALL CAP VALUE FUND
Special Meeting of Shareholders, July 31, 1995
- --------------------------------------------------------------------------------
A Special Meeting of Shareholders of the Trust was held on July 31, 1995 at
the offices of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel, 919 Third Ave-
nue, New York, New York. The purpose of the meeting was to elect six trustees
of the Trust, to ratify McGladrey and Pullen, LLP as independent public accoun-
tants for the Trust, to approve an amendment to the Declaration and Agreement
of Trust to permit the Trustees to authorize, without shareholder approval, the
issuance of separate and distinct classes of shares of each series of the Trust
and to approve the elimination of some fundamental investment restrictions of
the Trust requiring shareholder approval. At the meeting, the shareholders
voted in favor of all of the resolutions presented to them. No other business
was conducted at the Special Meeting of Shareholders.
The results of the voting at the Special Meeting of Shareholders was as fol-
lows:
1. Ratification of an amendment to the Agreement and Declaration of Trust
to permit the Trustees, without shareholder approval, to authorize The
Tocqueville Trust to issue separate and distinct classes of shares of
each series:
THE TOCQUEVILLE FUND
For: 1,465,660.45 Against: 4,474.39 Abstain: 5,053.03
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,433.12 Against: -0- Abstain: 38.46
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
2. Approval of the elimination of the Funds' fundamental investment re-
striction concerning short sales:
THE TOCQUEVILLE FUND
For: 1,469,900.22 Against: 4,474.39 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
14
<PAGE>
- --------------------------------------------------------------------------------
3. Approval of the elimination of the Funds' fundamental investment re-
striction concerning investment for control were as follows:
THE TOCQUEVILLE FUND
For: 1,471,351.92 Against: 3,022.69 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
4. Approval of the elimination of the Funds' fundamental investment re-
striction concerning securities of affiliates:
THE TOCQUEVILLE FUND
For: 1,464,396.14 Against: 9,978.47 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
5. Approval of the elimination of the Funds' fundamental investment re-
striction concerning securities of other investment companies:
THE TOCQUEVILLE FUND
For: 1,469,057.52 Against: 5,317.09 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
15
<PAGE>
- --------------------------------------------------------------------------------
6. Approval of the elimination of the Funds' fundamental investment re-
striction concerning development programs:
THE TOCQUEVILLE FUND
For: 1,468,635.92 Against: 5,738.69 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
7.Approval of the elimination of the Funds' fundamental investment re-
striction concerning transactions involving puts, calls or options:
THE TOCQUEVILLE FUND
For: 1,464,689.65 Against: 9,684.96 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
8.Approval of the elimination of the Funds' fundamental investment re-
striction concerning investment in securities of issuers in operation
for less than three years:
THE TOCQUEVILLE FUND
For: 1,460,800.07 Against: 13,574.54 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
16
<PAGE>
- --------------------------------------------------------------------------------
9. Approval of the amendment of the Funds' fundamental investment re-
stricting concerning the lending of money or securities:
THE TOCQUEVILLE FUND
For: 1,459,829.27 Against: 14,545.34 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
10. Approval of the amendment of the Funds' fundamental investment restric-
tion concerning commodities:
THE TOCQUEVILLE FUND
For: 1,465,660.45 Against: 8,714.16 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
11. Approval of the elimination of The Tocqueville Fund's and The
Tocqueville Small Cap Value Fund's fundamental restriction concerning
restricted and illiquid securities:
THE TOCQUEVILLE FUND
For: 1,464,490.27 Against: 9,884.34 Abstain: 813.26
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
12.Approval of the elimination of The Tocqueville Fund's and The
Tocqueville Small Cap Value Fund's fundamental restriction concerning
the amount of allowable investment in foreign securities:
THE TOCQUEVILLE FUND
For: 1,470,321.45 Against: 4,053.16 Abstain: 813.26
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
17
<PAGE>
- --------------------------------------------------------------------------------
13.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning re-
stricted and illiquid securities:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
14.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning securi-
ties of other investment companies were as follows:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
15. Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning war-
rants were as follows:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
16. Election of six (6) Trustees, for a term to expire until his or her
successor is elected and has qualified:
<TABLE>
<CAPTION>
WITHHOLDING
FOR AUTHORITY
--- -----------
<S> <C> <C>
Francois Sicart 2,471,499.52 -0-
Bernard Combemale 2,471,499.52 -0-
James Flaherty 2,466,639.14 4,860.38
Inge Heckel 2,466,639.14 4,860.38
Robert Kleinschmidt 2,471,499.52 -0-
Francois Letaconnoux 2,471,499.52 -0-
</TABLE>
17. Ratification of the selection of McGladrey & Pullen, LLP, as indepen-
dent public accountants for the Trust for the fiscal year ended October
31, 1995.
For: 2,471,102.02 Against: -0- Abstain: 397.50
18
<PAGE>
INVESTMENT ADVISOR
Tocqueville Asset Management L.P.
1675 Broadway
New York, New York 10019
Telephone: (212) 698-0800
Telecopier: (212) 262-0154
DISTRIBUTOR
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Telephone: (800) 697-3863
Telecopier: (212) 262-0154
SHAREHOLDERS' SERVICING,
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company
P.O. Box 8507
Boston, Massachusetts 02266-8507
Telephone Toll Free
(800) 626-9402
BOARD OF TRUSTEES
Francois Sicart -- Chairman
Bernard F. Combemale
James B. Flaherty
Inge Heckel
Robert W. Kleinschmidt
Francois Letaconnoux
LOGO
The Tocqueville
Asia-Pacific Fund
a series of
The Tocqueville Trust
Annual Report
October 31, 1995
<PAGE>
EX-99.B12.(C)
THE TOCQUEVILLE EUROPE FUND
AUDITED FINANCIAL STATEMENTS FOR THE
PERIOD ENDED OCTOBER 31, 1995
<PAGE>
THE TOCQUEVILLE EUROPE FUND
- -------------------------------------------------------------------------------
DEAR FELLOW SHAREHOLDERS:
The Tocqueville Europe Fund, wound up its fiscal year with a gain of 8.08%
for Class A shareholders, against a gain of 13.21% for the Morgan Stanley Eu-
rope Index, after having been slightly ahead of that index in the first six
months. In part, this was due to the relatively large cash reserves which we
felt prudent to hold, in view of the unsettled economic and political environ-
ment in the region. In addition, as is often the case in uncertain times, in-
vestors sought refuge in the shares of large, well-known companies. While the
operating results of many smaller companies in our portfolio have been signif-
icantly better than for larger ones, their shares have tended to lag temporar-
ily.
Overall, in spite of the significant problems plaguing Germany, France, Ita-
ly, Spain and some other countries as well, we are feeling increasingly opti-
mistic. Enough pain, both economic and political, has now been felt so that
policies are being altered to allow for new stimulus and lower interest rates.
Meanwhile, many companies, especially those not big enough to operate under
the protection of governments, have become particularly lean and competitive,
and present significant recovery potential in a more buoyant environment. We
find particularly good values in France, where price/earnings ratios and par-
ticularly price/cash-flow ratios are well below those available for similar
companies in the United States. Although the choices are narrower, the same
can be said of Spain and Italy.
The risk remains of a significant appreciation of the dollar against most
European countries. We have purchased enough put options on the Deutschemark
and the French Franc to protect the portfolio against the possibility of a
sharp advance of the U.S. currency.
Francois Sicart
Portfolio Manager
- -------------------------------------------------------------------------------
This report is not authorized for distribution to prospective investors un-
less preceded or accompanied by a currently effective prospectus of The
Tocqueville Trust.
<PAGE>
- --------------------------------------------------------------------------------
[MAC CHART]
- --------------------------------------------------------------------------------
2
<PAGE>
THE TOCQUEVILLE EUROPE FUND
SELECTED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS A
------------------------------------
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)
<S> <C> <C>
Net asset value, beginning of period..... $10.02 $10.00
------ ------
Income from investment operations:
Net investment loss...................... (0.01)(a) (0.04)(b)
Net realized and unrealized gain......... 0.82 0.06
------ ------
Total from investment operations......... 0.81 0.02
------ ------
Net asset value, end of period........... $10.83 $10.02
====== ======
Total Return(c).......................... 8.08% 0.20%
Ratios/supplemental data
Net assets, end of period (000).......... $6,270 $2,516
Ratio of average net assets of:
Expenses................................ 4.43%(a) 6.18%*(b)
Net investment income................... (0.53%)(a) (2.47%)*(b)
Portfolio turnover rate.................. 109.48% 0.00%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
----------------
PERIOD FROM
AUGUST 14, 1995
TO
OCTOBER 31, 1995
----------------
<S> <C>
Net asset value, beginning of period........................... $10.93
------
Income from investment operations:
Net investment income.......................................... --
Net realized and unrealized loss............................... (0.12)
------
Total from investment operations............................... (0.12)
------
Net asset value, end of period................................. $10.81
======
Total Return(d)................................................ (1.10%)
Ratios/supplemental data
Net assets, end of period...................................... $ 198
Ratio of average net assets of:
Expenses...................................................... --
Net investment income......................................... --
</TABLE>
- --------
(a) Net of fees waived amounting to 1.28% of average net assets for the year
ended October 31, 1995.
(b) Net of fees waived amounting to 1.00% of average net assets for the year
ended October 31, 1994.
(c) Does not include maximum sales load of 4%.
(d) Does not include contingent deferred sales charge. Not annualized.
* Annualized.
3
<PAGE>
THE TOCQUEVILLE EUROPE FUND
INVESTMENTS AS OF OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
US$
Market % of
COMMON STOCKS--60.33% Shares Value Net Assets
- ------------------------------------------------------
<S> <C> <C> <C>
GERMANY--1.98%
Eifelhohen Klinik 310 $ 58,387 0.93%
Puma AG(a) 200 55,437 0.89%
Dorries Scharmann(a) 1,800 10,235 0.16%
- ------------------------------------------------------
124,059 1.98%
- ------------------------------------------------------
FRANCE--38.47%
ADA 3,600 150,384 2.40%
APEM 2,000 64,339 1.03%
Credit Commercial France 1,500 74,639 1.19%
Darnal Expansion(a) 5,000 49,145 0.78%
Delachaux 1,000 100,338 1.60%
Devernois 1,750 162,746 2.60%
Europeene du Propulsion 2,000 131,054 2.09%
Ferrailes CFF 500 54,367 0.87%
Eiffage 550 81,089 1.29%
GFI Industries 1,000 82,932 1.32%
Groupe Partouche(a) 1,500 87,847 1.40%
Faiveley 1,000 60,407 0.96%
Infopoint 1,000 28,054 0.45%
CET 2,000 105,580 1.68%
Intl. Metal Service 700 101,771 1.62%
Metrologie Intl.(a) 35,000 110,013 1.75%
Mediascience 350 29,248 0.47%
Musee Grevin(a) 1,200 26,054 0.42%
CPR Cie Par Reesco 2,000 153,988 2.46%
Radiall SA 500 52,524 0.84%
Rouleau Guichard(a) 1,700 163,612 2.61%
Soc. Elf Acquitaine 500 34,094 0.54%
Synthelabo 2,000 128,924 2.06%
Thermador Holdings 1,000 84,094 1.34%
Sanofi 1,716 109,598 1.75%
Usinor Sacilor(a) 10,000 149,483 2.38%
Vilmorin 500 35,922 0.57%
- ------------------------------------------------------
2,412,246 38.47%
- ------------------------------------------------------
ITALY--4.83%
Marzotto & Figli 13,000 82,836 1.32%
Tecnost SPA 38,000 78,724 1.26%
Luxottica Group SPA 2,900 141,375 2.25%
- ------------------------------------------------------
302,935 4.83%
- ------------------------------------------------------
NETHERLANDS--11.45%
Aalberts Industrie 1,350 79,120 1.26%
Getronics NV 1,900 90,648 1.45%
Hagemeyer 1,600 79,681 1.27%
IHC Caland NV 2,500 71,121 1.13%
KLM 2,500 82,526 1.32%
Kon PTT Nederland 2,500 87,911 1.40%
Royal Dutch Petroleum 600 74,473 1.19%
Stork NV 2,300 55,667 0.89%
Volker Stevin 1,500 96,464 1.54%
- ------------------------------------------------------
717,611 11.45%
- ------------------------------------------------------
</TABLE>
(a) Non-income producing security
See Notes to Financial Statements.
<TABLE>
<CAPTION>
US$
Market % of
COMMON STOCKS (CONTINUED) Shares Value Net Assets
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
SPAIN & PORTUGAL--.70%
First Iberian Fund, Inc.(a) 6,000 $ 43,875 0.70%
- -----------------------------------------------------------------------------
UNITED KINGDOM--2.90%
Cable & Wireless 10,500 68,572 1.09%
Hays 10,000 57,875 0.93%
RTZ Corp. 4,000 55,408 0.88%
- -----------------------------------------------------------------------------
181,855 2.90%
- -----------------------------------------------------------------------------
Total Common Stocks
(Cost $3,496,083) 3,782,581
- -----------------------------------------------------------------------------
<CAPTION>
Principal
CORPORATE BONDS--.45% Amount
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Sanofi 4% Conv. Bonds due 1/01/00 FF (Cost
$23,828) $375 28,028 0.45%
- -----------------------------------------------------------------------------
<CAPTION>
FOREIGN CURRENCY Number of
OPTIONS--.90% Contracts
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Put 250 French Franc
Dec 95 19.5 11 10,065 0.16%
Put 625 German Mark Mar 96 67 11 4,469 0.07%
Put 625 German Mark Mar 96 70 11 11,550 0.19%
Put 250 French Franc Mar 96 19 10 8,000 0.13%
Put 250 French Franc June 96 19 11 10,890 0.17%
Put 625 German Mark June 96 64 15 11,438 0.18%
- -----------------------------------------------------------------------------
Total Foreign Currency Options (Cost
$64,993) 56,412
- -----------------------------------------------------------------------------
<CAPTION>
SHORT-TERM Principal
INVESTMENTS--50.77% Amount
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Repurchase Agreement, State Street Bank &
Trust Company, 4.5% dated 10/31/95, due
11/01/95 (Collateralized by U.S. Treasury
Notes valued at $3,220,307. Repurchase
proceeds of $3,183,398). $3,183,000 3,183,000
- -----------------------------------------------------------------------------
TOTAL INVESTMENTS
(COST $6,767,914)--112.45% 7,050,021
OTHER ASSETS & LIABILITIES,
NET--(12.45%) (780,364)
- -----------------------------------------------------------------------------
TOTAL NET ASSETS--100% $6,269,657
----------
</TABLE>
4
<PAGE>
THE TOCQUEVILLE EUROPE FUND
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investments, at value (identified cost $6,767,914) $7,050,021
Cash, foreign currency 330
Receivables:
Fund shares sold 24,614
Dividends and interest 4,346
Other 16,795
Deferred organization expense 22,375
----------
7,118,481
----------
LIABILITIES
Funds advanced by custodian 58,688
Payable for investments purchased 741,375
Accrued investment advisor's fee --
Accrued distribution fee --
Accrued expenses 48,065
Other liabilities 696
----------
848,824
----------
NET ASSETS $6,269,657
----------
At October 31, 1995 net assets consisted of:
Capital paid in $5,985,954
Accumulated net investment loss (18,930)
Undistributed net realized gain 20,664
Net unrealized appreciation 281,969
----------
$6,269,657
----------
CLASS A
NET ASSET VALUE PER SHARE ($6,269,459/579,039 shares outstanding) $10.83
----------
Maximum offering price
($10.83/96%) $11.28
----------
CLASS B
NET ASSET VALUE PER SHARE AND MAXIMUM OFFERING PRICE ($198/18
shares outstanding) $10.81
----------
</TABLE>
See Notes to Financial Statements.
5
<PAGE>
THE TOCQUEVILLE EUROPE FUND
STATEMENT OF OPERATIONS
Year Ended October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends (net of $14,484 foreign taxes withheld) $ 84,650
Interest 55,575
--------
140,225
--------
EXPENSES
Investment adviser's fee (Note 2) 35,890
Custodian and fund accounting 62,935
Transfer agent and shareholder services 21,725
Audit 8,532
Legal 35,053
Distribution (Note 4)
Class A 8,972
Class B --
Administration fee (Note 4) 964
Printing 3,650
Registration 12,765
Trustees fee 1,828
Amortization of organization expenses 7,193
Fidelity bond and other 5,474
--------
Total expenses 204,981
Less: fees waived and expenses reimbursed (Notes 2 and 4) (45,826)
--------
Net expenses 159,155
--------
NET INVESTMENT LOSS (18,930)
--------
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments 38,864
Foreign currency transactions (18,200)
--------
20,664
--------
Net unrealized appreciation (depreciation) on:
Investments 258,893
Foreign currency translation of other assets and liabilities (138)
--------
258,755
--------
Net gain on investments 279,419
--------
Net increase in net assets resulting from operations $260,489
--------
</TABLE>
See Notes to Financial Statements.
6
<PAGE>
THE TOCQUEVILLE EUROPE FUND
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED AUGUST 1, 1994 TO
OCTOBER 31, 1995 OCTOBER 31, 1994
---------------- -----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment loss $ (18,930) $ (10,359)
Net realized gain (loss) 20,664 (2,000)
Net unrealized appreciation 258,755 23,214
---------- ----------
Net increase resulting from operations 260,489 10,855
Fund share transactions (Note 3)
Class A 3,492,707 2,505,406
Class B 200 --
---------- ----------
Net increase in net assets 3,753,396 2,516,261
NET ASSETS
Beginning of period 2,516,261 --
---------- ----------
End of period $6,269,657 $2,516,261
---------- ----------
</TABLE>
See Notes to Financial Statements.
7
<PAGE>
THE TOCQUEVILLE EUROPE FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1
The Tocqueville Trust (the "Trust") was organized as a Massachusetts business
trust registered under the Investment Company Act of 1940 as amended, as a di-
versified, open-end management investment company. The Trust consists of five
separate Funds: The Tocqueville Fund, The Tocqueville Asia-Pacific Fund, The
Tocqueville Small Cap Value Fund, The Tocqueville Europe Fund and The
Tocqueville Government Fund (the "Funds"). The following is a summary of sig-
nificant accounting principles followed by the Trust in the preparation of its
financial statements.
- --------------------------------------------------------------------------------
SECURITY VALUATION
Investments in securities, including foreign securities, traded on an ex-
change or quoted on the over-the-counter market are valued at the last sale
price or, if no sale occurred during the day, at the mean between closing bid
and asked prices, as last reported by a pricing service approved by the Trust-
ees. When market quotations are not readily available, or when restricted secu-
rities or other assets are being valued, such assets are valued at fair value
as determined in good faith by or under procedures established by the Trustees.
Short-term investments are stated at cost which, together with accrued inter-
est, approximates market value.
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
It is the Trust's policy to comply with the provisions of the Internal Reve-
nue Code ("Code") applicable to regulated investment companies and to distrib-
ute all of its taxable income to its shareholders. It is also the Trust's in-
tention to distribute amounts sufficient to avoid imposition of any excise tax
under Section 4982 of the Code. Therefore, no federal income or excise tax pro-
vision is required.
- --------------------------------------------------------------------------------
DEFERRED ORGANIZATION EXPENSES
Expenses incurred in connection with the organization of The Tocqueville Eu-
rope Fund (the "Fund") are being amortized on a straight-line basis over a
five-year period from the Fund's commencement of operations. In the event any
initial shares of The Tocqueville Europe Fund are redeemed during the amortiza-
tion period, the proceeds of redemption will be reduced by the pro-rata portion
of any unamortized organization expenses in the same proportion as the number
of shares redeemed bears to the number of initial shares held at the time of
redemption.
- --------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION
Investments and other assets and liabilities denominated in foreign curren-
cies are translated to U.S. dollars at the prevailing rates of exchange. The
Tocqueville Europe Fund is engaged in transactions in securities denominated in
foreign currencies and, as a result, enters into foreign exchange contracts.
The Fund is exposed to additional market risk as a result of changes in the
value of the underlying currency in relation to the U.S. dollar. The value of
foreign currency
8
<PAGE>
- -------------------------------------------------------------------------------
contracts are "marked to market" on a daily basis, which reflects the change
in the market value of the contract at the close of each day's trading, re-
sulting in daily unrealized gains and/or losses. When the contracts are
closed, the Fund recognizes a realized gain or loss.
The Fund does not isolate that portion of the results of operations result-
ing from changes in foreign exchange rates on investments from the fluctua-
tions arising from changes in market prices of securities held. Such fluctua-
tions are included with the net realized and unrealized gain or loss from
investments.
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, the differences between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books, and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the value of assets and liabilities other than investments in securities at
the end of the fiscal period, resulting from changes in the exchange rates.
- -------------------------------------------------------------------------------
OTHER
Security transactions are accounted for on the trade date, the date the or-
der to buy or sell is executed. Dividend income is recognized on the ex-divi-
dend date or at the time the Fund becomes aware, whichever is earlier. Inter-
est income is recognized on the accrual basis and market discount is accounted
for on a straight-line basis from settlement date. The Trust uses the first-
in, first-out method for determining realized gain or loss on investments sold
for both financial reporting and federal tax purposes. Distributions to share-
holders are recorded on the ex-dividend date. Expenses incurred by the Trust
not specifically identified to a fund are allocated on a basis relative to the
size of each fund's daily net asset value. It is the Fund's policy to take
possession of securities as collateral under repurchase agreements and to de-
termine on a daily basis that the value of such securities are sufficient to
cover the value of the repurchase agreements.
- -------------------------------------------------------------------------------
NOTE 2
Tocqueville Asset Management L.P. ("Tocqueville"), is the investment adviser
to the Trust under an Investment Advisory Agreement approved by shareholders
on February 26, 1990. For its services, Tocqueville receives a fee from the
Fund, payable monthly, at an annual rate of 1.00% on the first $50 million of
its average daily net assets, .75% of the next $50 million of average daily
net assets, and .65% of average daily net assets in excess of $100 million.
Certain states in which shares of the Trust are qualified for sale impose
limitations on the expenses of the Trust. The Advisory Agreement provides that
if, in any fiscal year, the total expenses of the Trust (excluding taxes, in-
terest, extraordinary expenses and the distribution fee but including the Ad-
viser's fee) exceed the expense limitation applicable to the Trust imposed by
the
9
<PAGE>
- --------------------------------------------------------------------------------
securities regulations of any state in which it is registered to sell shares,
Tocqueville will pay or reimburse the Trust for that excess up to the amount of
its fee. The most restrictive limitation currently applicable (excluding the
items described above) limits a fund to 2.5% of the Trust's first $30,000,000
of average daily net assets, 2% of the next $70,000,000, and 1.5% of the
Trust's average daily net assets over $100,000,000. For the year ended October
31, 1995, the Adviser has waived its advisory fee of $35,890, due to the ex-
pense limitation referred to above.
- --------------------------------------------------------------------------------
NOTE 3
Effective August 14, 1995 the Fund offered two classes of shares: Class A
and Class B shares. Shares of each class are identical except for the initial
sales load on Class A shares, a contingent deferred sales charge on Class B
shares, distribution fees, and voting rights on matters effecting a single
class. All Fund shares outstanding before August 14, 1995 were designated as
Class A shares. At October 31, 1995, there were an unlimited number of shares
of beneficial interest authorized ($0.01 par value). Transactions in the Fund's
shares were as follows:
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------
FOR THE PERIOD FROM
YEAR ENDED AUGUST 1, 1994 TO
OCTOBER 31, 1995 OCTOBER 31, 1994
--------------------- --------------------
SHARES AMOUNT SHARES AMOUNT
--------- ----------- --------------------
<S> <C> <C> <C> <C>
Shares sold 346,755 $ 3,693,929 251,226 $ 2,505,406
Shares redeemed (18,942) (201,222) -- --
-------- ----------- -------- -----------
Net increase 327,813 $ 3,492,707 251,226 $ 2,505,406
-------- ----------- -------- -----------
<CAPTION>
CLASS B
---------------------
FOR THE PERIOD FROM
AUGUST 14, 1995 TO
OCTOBER 31, 1995
---------------------
SHARES AMOUNT
--------- -----------
<S> <C> <C>
Shares sold 18 $ 200
Shares redeemed -- --
-------- -----------
Net increase 18 $ 200
-------- -----------
</TABLE>
- --------------------------------------------------------------------------------
NOTE 4
Tocqueville Securities L.P. (the "Distributor") acts as distributor for
shares of the Fund and purchases shares of the Fund at net asset value to fill
orders as received from investment dealers. For the year ended October 31,
1995, the Distributor received net commissions of $60 from the sale of the
Fund's shares.
10
<PAGE>
- --------------------------------------------------------------------------------
The Fund has adopted distribution plans related to the sale of Class A and
Class B shares pursuant to which the Fund may incur distribution expenses in
amounts not to exceed 0.25% and 0.75% per annum of the average daily net assets
of Class A and Class B shares, respectively. Such expenses may include, but are
not limited to, advertising, printing, and distribution of sales literature,
prospectuses and other materials, and payments to dealers and shareholders ser-
vicing agents including the Distributor. Under the distribution plans, the Dis-
tributor is permitted to carry forward expenses not reimbursed by the distribu-
tion fees to subsequent fiscal years for submission to the Fund for payment,
subject to the continuation of the Plan. For the year ended October 31, 1995,
the Distributor has waived distribution fees of $8,972 and $0, respectively for
Class A and Class B shares. The Distributor has informed the Trust that, as of
October 31, 1995, there were $52,487 in unreimbursed expenses for the Fund.
Class B shares which are redeemed within six years of purchase are subject to
a contingent deferred sales charge at rates ranging from 5% to 0%, charged as a
percentage of the dollar amount subject thereto. There were no contingent de-
ferred sales charges paid to the Distributor for the year ended October 31,
1995.
Pursuant to an Administrative Services Agreement, effective September 15,
1995, the Fund pays to the Distributor a fee computed and paid monthly at an
annual rate of 0.15% of the average daily net assets of the Fund. During the
year ended October 31, 1995, the Distributor waived administration fees of
$964.
- --------------------------------------------------------------------------------
NOTE 5
Purchases and sales of investment securities (excluding short-term instru-
ments) for the year ended October 31, 1995 were as follows:
<TABLE>
<CAPTION>
THE
TOCQUEVILLE
EUROPE FUND
-----------
<S> <C>
PURCHASES
U.S. Government $ --
Other 5,693,447
----------
$5,693,447
----------
SALES
U.S. Government $ --
Other 2,571,390
----------
$2,571,390
----------
</TABLE>
- --------------------------------------------------------------------------------
11
<PAGE>
- --------------------------------------------------------------------------------
NOTE 6
Unrealized appreciation at October 31, 1995 based on cost of securities for
Federal tax purposes is as follows:
<TABLE>
<CAPTION>
THE
TOCQUEVILLE
EUROPE FUND
-----------
<S> <C>
Gross unrealized appreciation $ 391,639
Gross unrealized depreciation (109,532)
----------
Net unrealized appreciation $ 282,107
----------
Cost of investments $6,767,914
----------
</TABLE>
- --------------------------------------------------------------------------------
12
<PAGE>
THE TOCQUEVILLE EUROPE FUND
- --------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees and Shareholders
The Tocqueville Europe Fund
We have audited the accompanying statement of assets and liabilities, including
the investment portfolio, of The Tocqueville Europe Fund, a series of The
Tocqueville Trust, as of October 31, 1995, and the related statement of opera-
tions for the year then ended, the statement of changes in net assets and the
selected financial information for the year then ended and for the period Au-
gust 1, 1994 to October 31, 1994. These financial statements and selected fi-
nancial information are the responsibility of the Fund's management. Our re-
sponsibility is to express an opinion on these financial statements and
selected financial information based on our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and selected finan-
cial information are free of material misstatement. An audit includes examin-
ing, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of securities owned
as of October 31, 1995, by correspondence with the custodian and brokers. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and selected financial information
referred to above present fairly, in all material respects, the financial
position of The Tocqueville Europe Fund, a series of The Tocqueville Trust as
of October 31, 1995, the results of its operations, the changes in its net
assets, and the selected financial information for the periods indicated, in
conformity with generally accepted accounting principles.
/s/ McGladrey & Pullen, LLP
New York, New York
December 1, 1995
13
<PAGE>
THE TOCQUEVILLE FUND
THE TOCQUEVILLE ASIA-PACIFIC FUND
THE TOCQUEVILLE EUROPE FUND
THE TOCQUEVILLE SMALL CAP VALUE FUND
Special Meeting of Shareholders, July 31, 1995
- --------------------------------------------------------------------------------
A Special Meeting of Shareholders of the Trust was held on July 31, 1995 at
the offices of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel, 919 Third Ave-
nue, New York, New York. The purpose of the meeting was to elect six trustees
of the Trust, to ratify McGladrey and Pullen, LLP as independent public accoun-
tants for the Trust, to approve an amendment to the Declaration and Agreement
of Trust to permit the Trustees to authorize, without shareholder approval, the
issuance of separate and distinct classes of shares of each series of the Trust
and to approve the elimination of some fundamental investment restrictions of
the Trust requiring shareholder approval. At the meeting, the shareholders
voted in favor of all of the resolutions presented to them. No other business
was conducted at the Special Meeting of Shareholders.
The results of the voting at the Special Meeting of Shareholders was as fol-
lows:
1. Ratification of an amendment to the Agreement and Declaration of Trust
to permit the Trustees, without shareholder approval, to authorize The
Tocqueville Trust to issue separate and distinct classes of shares of
each series:
THE TOCQUEVILLE FUND
For: 1,465,660.45 Against: 4,474.39 Abstain: 5,053.03
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,433.12 Against: -0- Abstain: 38.46
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
2. Approval of the elimination of the Funds' fundamental investment re-
striction concerning short sales:
THE TOCQUEVILLE FUND
For: 1,469,900.22 Against: 4,474.39 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
14
<PAGE>
- --------------------------------------------------------------------------------
3. Approval of the elimination of the Funds' fundamental investment re-
striction concerning investment for control were as follows:
THE TOCQUEVILLE FUND
For: 1,471,351.92 Against: 3,022.69 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
4. Approval of the elimination of the Funds' fundamental investment re-
striction concerning securities of affiliates:
THE TOCQUEVILLE FUND
For: 1,464,396.14 Against: 9,978.47 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
5. Approval of the elimination of the Funds' fundamental investment re-
striction concerning securities of other investment companies:
THE TOCQUEVILLE FUND
For: 1,469,057.52 Against: 5,317.09 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
15
<PAGE>
- --------------------------------------------------------------------------------
6. Approval of the elimination of the Funds' fundamental investment re-
striction concerning development programs:
THE TOCQUEVILLE FUND
For: 1,468,635.92 Against: 5,738.69 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
7.Approval of the elimination of the Funds' fundamental investment re-
striction concerning transactions involving puts, calls or options:
THE TOCQUEVILLE FUND
For: 1,464,689.65 Against: 9,684.96 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
8.Approval of the elimination of the Funds' fundamental investment re-
striction concerning investment in securities of issuers in operation
for less than three years:
THE TOCQUEVILLE FUND
For: 1,460,800.07 Against: 13,574.54 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
16
<PAGE>
- --------------------------------------------------------------------------------
9. Approval of the amendment of the Funds' fundamental investment re-
stricting concerning the lending of money or securities:
THE TOCQUEVILLE FUND
For: 1,459,829.27 Against: 14,545.34 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
10. Approval of the amendment of the Funds' fundamental investment restric-
tion concerning commodities:
THE TOCQUEVILLE FUND
For: 1,465,660.45 Against: 8,714.16 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
11. Approval of the elimination of The Tocqueville Fund's and The
Tocqueville Small Cap Value Fund's fundamental restriction concerning
restricted and illiquid securities:
THE TOCQUEVILLE FUND
For: 1,464,490.27 Against: 9,884.34 Abstain: 813.26
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
12.Approval of the elimination of The Tocqueville Fund's and The
Tocqueville Small Cap Value Fund's fundamental restriction concerning
the amount of allowable investment in foreign securities:
THE TOCQUEVILLE FUND
For: 1,470,321.45 Against: 4,053.16 Abstain: 813.26
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
17
<PAGE>
- --------------------------------------------------------------------------------
13.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning re-
stricted and illiquid securities:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
14.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning securi-
ties of other investment companies were as follows:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
15.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning war-
rants were as follows:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
16. Election of six (6) Trustees, for a term to expire until his or her
successor is elected and has qualified:
<TABLE>
<CAPTION>
WITHHOLDING
FOR AUTHORITY
--- -----------
<S> <C> <C>
Francois Sicart 2,471,499.52 -0-
Bernard Combemale 2,471,499.52 -0-
James Flaherty 2,466,639.14 4,860.38
Inge Heckel 2,466,639.14 4,860.38
Robert Kleinschmidt 2,471,499.52 -0-
Francois Letaconnoux 2,471,499.52 -0-
</TABLE>
17. Ratification of the selection of McGladrey & Pullen, LLP, as indepen-
dent public accountants for the Trust for the fiscal year ended October
31, 1995.
For: 2,471,102.02 Against: -0- Abstain: 397.50
18
<PAGE>
INVESTMENT ADVISOR
Tocqueville Asset Management L.P.
1675 Broadway
New York, New York 10019
Telephone: (212) 698-0800
Telecopier: (212) 262-0154
DISTRIBUTOR
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Telephone: (800) 697-3863
Telecopier: (212) 262-0154
SHAREHOLDERS' SERVICING,
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company
P.O. Box 8507
Boston, Massachusetts 02266-8507
Telephone Toll Free
(800) 626-9402
BOARD OF TRUSTEES
Francois Sicart -- Chairman
Bernard F. Combemale
James B. Flaherty
Inge Heckel
Robert W. Kleinschmidt
Francois Letaconnoux
LOGO
The Tocqueville
Europe Fund
a series of
The Tocqueville Trust
Annual Report
October 31, 1995
<PAGE>
EX-99.B12.(D)
THE TOCQUEVILLE SMALL CAP VALUE FUND
AUDITED FINANCIAL STATEMENTS FOR THE
PERIOD ENDED OCTOBER 31, 1995
<PAGE>
THE TOCQUEVILLE SMALL CAP VALUE FUND
- --------------------------------------------------------------------------------
DEAR FELLOW SHAREHOLDERS:
I am pleased to report that the Tocqueville Small Cap Value Fund has contin-
ued its excellent performance. For the year ended October 31, 1995, your risk
averse portfolio of value stocks posted a 19.2% increase in Net Asset Value to
$11.91 per share for Class A shares. These gratifying results place your fund
above the performance of the Russell 2000 Index, which is the most widely ac-
cepted benchmark for small cap stocks. I will try my best to maintain that per-
formance in the future.
DISTRIBUTION
Shareholders of the Fund on the Record Date of December 8, 1995 received a
short-term capital gains distribution of $0.77 per share, payable December 14,
1995.
CAUTIOUS OPTIMISM MAINTAINED
Overall, I remain cautiously optimistic. Common stocks represented 88% of as-
sets on October 31, 1995. United States Treasury Bonds accounted for another
6%, and the balance of 6% was invested in US Treasury Bills or equivalents.
I would summarize my investment positioning strategy for 1996 as follows:
FIRST, I reduced the Fund's exposure to most sectors of the economy that could
be overly vulnerable to an economic downturn. I also eliminated some technology
stocks where I felt that the price had moved far ahead of the fundamentals.
SECOND, I increased the Fund's exposure to "sunrise industries" that provide
software, wireless, teleconferencing, distance learning, and entertainment
products or services. LASTLY, I made new investments in two severely depressed
sectors where long-term values seemed rather compelling: oil drilling services,
and apparel manufacturing.
To be more specific, more than half of the Fund's assets are now invested in
companies which I hope are not overly sensitive to the economy: Healthcare
(16.2%), Communications (13.6%), Industrial Services (11.6%), and Financial
Services (10.2%).
Our next two largest sectors of exposure are extremely recent additions to
the portfolio. They are in industries which have already undergone a profound
economic downturn, where I believe current stock market valuations are well be-
low intrinsic replacement values or potential earning power valuations. These
two new sectors include leading producers of consumer non-durable goods under
the caption Consumer-Apparel (8.0%) and leading providers of oil and gas explo-
ration and production services under the caption Drilling Equipment & Services
(7.6%). Following is an alphabetical listing of our ten largest positions.
These represent 33.6% of assets.
<PAGE>
- --------------------------------------------------------------------------------
TEN LARGEST POSITIONS
<TABLE>
<S> <C>
American Travellers
Corporation (3.6%) Defined benefit coverage for nursing home care
Analysts International
Corp. (3.5%) Contract programming services to businesses
Ballard Medical Products
(3.7%) Medical and Surgical instruments & products
Bindley Western Industries
(3.3%) Wholesale prescription drug distribution
Cone Mills Corp. (2.9%) World's largest denim manufacturer
O'Sullivan Industries
Hldgs. (2.5%) Producer of Ready-To-Assemble furniture
Proxim Inc. (2.7%) Manufacturer of computer-to-computer radios
Telxon Corp. (3.2%) Wireless and bar-code data capture products
Unifirst Corp. (4.5%) Uniform mfg., renting and cleaning services
Western National
Corporation (3.7%) Tax-deferred annuities & related products
</TABLE>
LONG TERM ORIENTATION
I believe that successful investing requires considerable attention to "how
much you pay for what you get," considerable patience coupled with the willing-
ness to accept some temporary discomfort, and lastly, true long-term commit-
ment. Central to my thinking is the belief that whatever is taking place today
at a company is the result of strategies implemented many months and possibly
years ago. Consequently, most of my analytical attention centers on long-term
issues, on the theory that if I am correct in my long-term assessment of the
business prospects of an enterprise, short-term market fluctuations are rela-
tively less important.
In addition, I believe that successful long-term investments are those made
in "good businesses." Consequently, most of my bottom-up analytical work cen-
ters on picking "good businesses" from an entrepreneurial perspective.
INVESTING WISELY
My concept of "Investing Wisely" means investing in "good businesses" when
they are already down significantly in price. To that end, I follow these time-
tested guidelines:
RULE #1: RESTRICT THE MAJORITY OF NEW PURCHASES TO STOCKS THAT ARE ALREADY
DOWN SUBSTANTIALLY IN PRICE. I very rarely violate that value-oriented strategy
when making new purchases. For example, 75% of the 52 stocks that we owned on
October 31, 1995 were down on average 30.85% and 36.3% from their last 12
months' and prior 60 months' highs, respectively. The implication is that these
stocks already had some significant price correction, and already went through
a period of economic hardship. Consequently, many are receiving scant coverage
from Wall Street, some are even receiving negative coverage, and most represent
good value.
2
<PAGE>
- -------------------------------------------------------------------------------
RULE #2 : SYSTEMATICALLY SCREEN THESE "DOWN AND OUT" STOCKS FOR FINANCIAL
-------------------------------------------------------------------------
STRENGTH. I believe that financial weakness is most often indicative of poor
- ---------
business fundamentals. I want to avoid investing in a poor business, no matter
how inexpensive it gets. Conversely, I have a strong affinity for self-reliant
and practically debt-free companies. My logic is that people who properly man-
age their finances are least likely to disappoint their shareholders. The av-
erage debt-to-capitalization ratio of all the stocks in the Fund's portfolio
is a very conservative 18%.
RULE #3 : "INVEST TO WIN." While this is by far the most difficult task, its
--------------------------
logic is quite appealing. Starting from a selection of stocks that have de-
clined substantially in price and retained their financial strength, I attempt
to single out the so-called "good business" that I want to own for the long
term. What constitutes a "good business" is obviously hard to define. However,
I believe that "good businesses" should have some of these features, ranked in
order of importance:
. MANAGEMENT INTEGRITY, REPUTATION AND SOCIAL RESPONSIBILITY. I cannot
identify a single successful long-term investment lacking these comple-
mentary qualities. I view the
level of integrity at the top of any organization as the single most
critical ingredient required for success over the long term. Integrity
directly sets the tone for the organization's strategies, and it indi-
rectly sets the intensity of management's commitment to the business.
Integrity defuses most adversarial labor-management conflicts, and thus
improves productivity. Reputation allows organizations to hire and re-
tain the best people available, and to stay ahead of the competition. I
view social responsibility as the necessary foundation of all worthy in-
vestment activities.
. GROWTH POTENTIAL. A good investment should offer its owner some pros-
pects of long- term growth, profitability, and financial security. It
has already been well publicized that over the very long term, the fast-
est growing segments of the US economy may very well be the so-called
service industries. This is reflected in the 21.9% mix of service busi-
nesses in the Fund's portfolio. Four of our ten largest positions are
service stocks: American Travellers Life Insurance; Analysts Interna-
tional; Unifirst Corp.; Western National Corp.
. NEW PRODUCTS. Good businesses are always built around very successful
new products. At the moment, twelve of our companies have new products
under development that, if successful over the long term, could very
significantly improve their earnings potential. Two of these are among
our ten largest holdings: Ballard Medical and Telxon Corp.
. PROPRIETARY STRENGTHS. Good businesses often fashion proprietary skills
into strong competitive tools. For example, nearly all of the emergency
room supplies manufactured by Ballard Medical Products and most of the
resins manufactured by Lawter International for the printing and graphic
arts industries are protected by patents or proprietary know-how. These
two companies seem well positioned for the future and presently enjoy
very strong profit margins.
3
<PAGE>
- --------------------------------------------------------------------------------
. MARKET SHARE POSITION. Good businesses often hold high market share po-
sitions in their industries. Current portfolio examples are Cone Mills,
which is the world's largest denim producer; Nabors Industries, the
world's largest land driller, Telxon Corp., the leading US bar-code and
wireless data capture systems integrator; O'Sullivan Industries, the
largest US producer of ready-to-assemble furniture.
. HIGH INSIDER OWNERSHIP. I am comfortable with high levels of insider
ownership, as long as I see no insiders selling. My theory is that in-
siders with money at risk are most eager to tend to the business, and to
truly manage the enterprise for the long-term. On average, insiders
owned 26.2% of the stocks in the Fund's portfolio, and twelve of our
stocks had insider ownership levels of 40% or more.
. REPEAT SALES AND CUSTOMER BASE. Good businesses generally have a close
day-to-day working relationship with their customers. Over many years,
such businesses end up servicing a large installed base of satisfied
"pre-sold" customers by continually providing value-added services. Such
businesses eventually benefit from a fairly steady flow of repeat sales,
as well as growing maintenance, repair and overhaul (MRO) activities.
Thirteen of our 52 stocks have a relatively high mix of repeat sales,
and four of these are among our ten largest positions: American Travel-
lers Corp., Telxon Corp., Unifirst Corp., and Western National Corp.
In closing, I welcome questions or comments which you may have, and I thank
you for choosing the Tocqueville Small Cap Value Fund to realize your long-term
investment objectives.
Jean-Pierre Conreur
Portfolio Manager
- --------------------------------------------------------------------------------
This report is not authorized for distribution to prospective investors un-
less preceded or accompanied by a currently effective prospectus of The
Tocqueville Trust.
4
<PAGE>
- --------------------------------------------------------------------------------
[MAC CHART]
- --------------------------------------------------------------------------------
5
<PAGE>
THE TOCQUEVILLE SMALL CAP VALUE FUND
SELECTED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS A
---------------------------------
PERIOD FROM
AUGUST 1, 1994
YEAR ENDED TO
OCTOBER 31, 1995 OCTOBER 31, 1994
---------------- ----------------
PER SHARE OPERATING PERFORMANCE
(FOR A SHARE OUTSTANDING THROUGHOUT THE
PERIOD)
<S> <C> <C>
Net asset value, beginning of period........ $10.22 $10.00
------ ------
Income from investment operations:
Net investment income (loss)................ (0.05)(a) 0.02(b)
Net realized and unrealized gain ........... 1.96 0.20
------ ------
Total from investment operations............ 1.91 0.22
------ ------
Less distributions
Dividends from net investment income........ (0.03) --
Distributions from net realized gains....... (0.19) --
------ ------
Total distributions......................... (0.22) --
------ ------
Change in net asset value for the period.... 1.69 0.22
------ ------
Net asset value, end of period.............. $11.91 $10.22
====== ======
Total Return(c)............................. 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%*(b)
Net investment income...................... (0.53%)(a) 0.85%*(b)
Portfolio turnover rate..................... 87.91% 9.40%
<CAPTION>
CLASS B
----------------
PERIOD FROM
AUGUST 14, 1995
TO
OCTOBER 31, 1995
----------------
<S> <C>
Net asset value, beginning of period........ $12.35
------
Income from investment operations:
Net investment income....................... --
Net realized and unrealized gain (loss) .... (0.48)
------
Total from investment operations............ (0.48)
------
Net asset value, end of period.............. $11.87
======
Total Return(d)............................. (3.89%)
Ratios/supplemental data
Net assets, end of period................... 192
Ratio to average net assets of:
Expenses................................... --
Net investment income...................... --
</TABLE>
- --------
(a) Net of fees waived amounting to 0.33% of average net assets for the period
ended October 31, 1995.
(b) Net of fees waived amounting to 0.75% of average net assets for the period
ended October 31, 1994.
(c) Does not include maximum sales load of 4%.
(d) Does not include contingent deferred sales charge. Not annualized.
* Annualized.
6
<PAGE>
THE TOCQUEVILLE SMALL CAP VALUE FUND
INVESTMENTS AS OF OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% of
Market Net
COMMON STOCKS--87.73% Shares Value Assets
- --------------------------------------------------------
<S> <C> <C> <C>
COMMUNICATIONS & RELATED--13.55%
Acclaim Entertainment, Inc.* 5,000 $118,125 1.26%
Boston Technology, Inc* 10,000 137,500 1.46%
DMX, Inc.* 51,800 139,213 1.48%
Proxim, Inc.* 20,000 255,000 2.72%
Scientific Atlanta, Inc. 10,000 123,750 1.32%
Telxon Corp. 13,000 300,625 3.21%
Wave Technologies Intl., Inc.* 20,000 128,750 1.37%
Westcott Communications, Inc.* 5,000 68,750 0.73%
- --------------------------------------------------------
1,271,713 13.55%
- --------------------------------------------------------
CONSUMER--APPAREL--8.03%
Blair Corp. 3,000 88,500 0.94%
Cone Mills Corp.* 25,000 271,875 2.90%
Crown Crafts, Inc. 8,000 102,000 1.09%
Dress Barn, The* 10,000 97,500 1.04%
Oxford Inds., Inc. 5,000 81,250 0.86%
Stride Rite Corp. 10,000 112,500 1.20%
- --------------------------------------------------------
753,625 8.03%
- --------------------------------------------------------
CONSUMER--FOODS, OTHER--3.38%
J&J Snack Foods Corp.* 10,000 111,250 1.18%
Tasty Baking Corp. 15,000 206,250 2.20%
- --------------------------------------------------------
317,500 3.38%
- --------------------------------------------------------
DRILLING EQUIPMENT & SERVICES--7.56%
Global Industries, Inc.* 5,000 131,250 1.40%
Nabors Industries, Inc.* 24,000 207,000 2.21%
Oceaneering Intl., Inc.* 10,000 95,000 1.01%
Pool Energy Services Corp.* 20,000 185,000 1.97%
Varco Intl., Inc.* 10,000 91,250 0.97%
- --------------------------------------------------------
709,500 7.56%
- --------------------------------------------------------
FINANCIAL SERVICES--10.21%
American Heritage Life 5,000 96,250 1.02%
American Travellers Corp.* 15,000 335,625 3.58%
Washington National Corp.* 8,000 182,000 1.94%
Western National Corp. 25,000 343,750 3.67%
- --------------------------------------------------------
957,625 10.21%
- --------------------------------------------------------
HEALTH CARE--16.24%
Ballard Medical Products 20,000 345,000 3.68%
Bindley Western, Inc. 20,000 312,500 3.33%
Jones Med. Indus., Inc. 10,000 195,000 2.08%
Novametrix Med. Sys., Inc. 30,000 157,500 1.68%
Owens & Minor, Inc. New 10,000 118,750 1.26%
Perrigo Co.* 11,600 142,100 1.52%
Starr Surgical Co.* 10,000 106,250 1.13%
Sullivan Dental Products 15,000 146,250 1.56%
- --------------------------------------------------------
1,523,350 16.24%
- --------------------------------------------------------
INDUSTRIAL SERVICES--11.63%
Analysts Intl. Corp. 11,000 325,875 3.48%
IVI Publishing, Inc.* 5,000 50,000 0.53%
Pittston Services Group 4,000 110,000 1.17%
Technalysis Corp. 10,000 121,250 1.29%
Timberline Software Corp. 7,500 63,750 0.68%
Unifirst Corp. 30,000 420,000 4.48%
- --------------------------------------------------------
1,090,875 11.63%
- --------------------------------------------------------
</TABLE>
* Non-income producing security
See Notes to Financial Statements.
<TABLE>
<CAPTION>
% of
Market Net
COMMON STOCKS (CONTINUED) Shares Value Assets
- -----------------------------------------------------------------
<S> <C> <C> <C>
INDUSTRY--5.69%
DT Industries, Inc. 10,000 132,500 1.41%
Fedders USA, Inc. 15,000 88,125 0.94%
Norand Corp.* 10,000 170,000 1.81%
Universal FST Products, Inc. 8,000 76,000 0.81%
Wausau Paper Mills Co. 2,750 67,375 0.72%
- -----------------------------------------------------------------
534,000 5.69%
- -----------------------------------------------------------------
PUMPS & VALVES--2.30%
Gorman Rupp Co. 15,000 215,625 2.30%
- -----------------------------------------------------------------
215,625 2.30%
- -----------------------------------------------------------------
BTA FURNITURE--4.49%
Wash Ind., Inc.* 10,000 186,250 1.98%
O'Sullivan Industries* 31,400 235,000 2.51%
- -----------------------------------------------------------------
421,750 4.49%
- -----------------------------------------------------------------
SPECIALTY CHEMICALS--4.65%
Lawter International Co. 10,000 106,250 1.13%
SYbron Chem, Inc. 10,000 128,750 1.37%
Foilmark, Inc. 5,000 33,125 0.36%
Sealright Co., Inc. 10,000 112,500 1.20%
Seda Specialty Packg. Corp. 5,000 55,625 0.59%
- -----------------------------------------------------------------
436,250 4.65%
- -----------------------------------------------------------------
Total Common Stocks
(Cost $7,501,544) 8,231,813 87.73%
- -----------------------------------------------------------------
U.S. GOVERNMENT
BONDS--6.49%
- -----------------------------------------------------------------
U.S. Treasury Notes, 5.500%, 7/31/97 200,000 204,000 2.17%
U.S. Treasury Notes, 6.375%, 7/15/99 200,000 199,687 2.13%
U.S. Treasury Notes, 6.375%, 8/15/02 200,000 205,062 2.19%
- -----------------------------------------------------------------
Total U.S. Government Bonds
(Cost $581,218) 608,749 6.49%
- -----------------------------------------------------------------
SHORT-TERM Par
INVESTMENTS--6.50% Amount
- -----------------------------------------------------------------
U.S. Treasury Bills, 5.370%, 1/25/96 $200,000 197,493 2.11%
Repurchase Agreement, State
Street Bank & Trust Co., 2.5%
dated 10/31/95, due 11/01/95,
(Collateralized by U.S. Treasury
Notes valued at $424,401. Re-
purchase proceeds of $412,028) 412,000 412,000 4.39%
- -----------------------------------------------------------------
Total Short-Term
Investments (Cost $609,466) 609,493 6.50%
- -----------------------------------------------------------------
TOTAL INVESTMENTS
(COST $8,692,228)--100.72% 9,450,055
OTHER ASSETS & LIABILITIES,
NET--(0.72%)% (67,554)
- -----------------------------------------------------------------
TOTAL NET ASSETS--100.0% $9,382,501
----------
</TABLE>
7
<PAGE>
THE TOCQUEVILLE SMALL CAP VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Investments, at value (identified cost $8,692,228) $9,450,055
Cash 6,875
Dividends and interest receivable 10,938
Deferred organization expense 23,789
Other assets 12,821
----------
$9,504,478
----------
LIABILITIES
Payable for investments purchased 76,240
Accrued investment adviser's fee 1,882
Accrued distribution fee --
Accrued expenses 43,855
----------
121,977
----------
$9,382,501
----------
NET ASSETS
At October 31, 1995 net assets consisted of:
Capital paid in $8,024,803
Accumulated net investment loss (32,254)
Undistributed net realized gain 632,125
Net unrealized appreciation 757,827
----------
$9,382,501
----------
CLASS A
NET ASSET VALUE PER SHARE ($ 9,382,309 / 787,513 shares
outstanding) $11.91
------
Maximum offering price ($11.91 / 96%) $12.41
------
CLASS B
NET ASSET VALUE PER SHARE AND MAXIMUM OFFERING PRICE ($192 / 16
shares outstanding) $11.87
------
</TABLE>
See Notes to Financial Statements.
8
<PAGE>
THE TOCQUEVILLE SMALL CAP VALUE FUND
STATEMENT OF OPERATIONS
Year Ended October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME
Dividends $ 64,457
Interest 89,149
----------
153,606
----------
EXPENSES
Investment adviser's fee (Note 2) 58,456
Custodian and fund accounting 50,470
Transfer agent and shareholder services 21,745
Audit 8,027
Legal 31,471
Distribution (Note 4)
Class A 19,530
Class B --
Administration fee (Note 4) 1,828
Printing 3,650
Registration 12,200
Trustees fee 1,843
Amortization of organization expenses 7,658
Fidelity bond 280
Other expenses 3,650
----------
Total expenses 220,808
Less fees waived (Notes 2 and 4) (25,504)
----------
Net expense 195,304
----------
NET INVESTMENT LOSS (41,698)
----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments 646,730
Net unrealized appreciation of investments during the year 756,936
----------
Net gain on investments 1,403,666
----------
Net increase in net assets resulting from operations $1,361,968
----------
</TABLE>
See Notes to Financial Statements.
9
<PAGE>
THE TOCQUEVILLE SMALL CAP VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED AUGUST 1, 1994 TO
OCTOBER 31, 1995 OCTOBER 31, 1994
---------------- -----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment income (loss) $ (41,698) $ 12,926
Net realized gain 646,730 127,842
Net unrealized appreciation 756,936 891
---------- ----------
Net increase resulting from operations 1,361,968 141,659
---------- ----------
Distributions to shareholders from:
Net investment income
Class A (3,482) --
Class B -- --
Net realized gain on investments
Class A (142,447) --
Class B -- --
Fund share transactions (Note 3)
Class A 1,411,298 6,613,305
Class B 200 --
---------- ----------
Net increase in net assets 2,627,537 6,754,964
NET ASSETS
Beginning of period 6,754,964 --
---------- ----------
End of period $9,382,501 $6,754,964
---------- ----------
</TABLE>
See Notes to Financial Statements.
10
<PAGE>
THE TOCQUEVILLE SMALL CAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1
The Tocqueville Trust (the "Trust") was organized as a Massachusetts business
trust registered under the Investment Company Act of 1940 as amended, as a di-
versified, open-end management investment company. The Trust consists of five
separate Funds: The Tocqueville Fund, The Tocqueville Asia-Pacific Fund, The
Tocqueville Small Cap Value Fund, The Tocqueville Europe Fund and the
Tocqueville Government Fund (the "Funds"). The following is a summary of sig-
nificant accounting principles followed by the Trust in the preparation of its
financial statements.
- --------------------------------------------------------------------------------
SECURITY VALUATION
Investments in securities, including foreign securities, traded on an ex-
change or quoted on the over-the-counter market are valued at the last sale
price or, if no sale occurred during the day, at the mean between closing bid
and asked prices, as last reported by a pricing service approved by the Trust-
ees. When market quotations are not readily available, or when restricted secu-
rities or other assets are being valued, such assets are valued at fair value
as determined in good faith by or under procedures established by the Trustees.
Short-term investments are stated at cost which, together with accrued inter-
est, approximates market value.
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
It is the Trust's policy to comply with the provisions of the Internal Reve-
nue Code ("Code") applicable to regulated investment companies and to distrib-
ute all of its taxable income to its shareholders. It is also the Trust's in-
tention to distribute amounts sufficient to avoid imposition of any excise tax
under Section 4982 of the Code. Therefore, no federal income or excise tax pro-
vision is required.
- --------------------------------------------------------------------------------
DEFERRED ORGANIZATION EXPENSES
Expenses incurred in connection with the organization of The Tocqueville
Small Cap Value Fund (the "Fund") are being amortized on a straight-line basis
over a five-year period from the Fund's commencement of operations. In the
event any initial shares of The Tocqueville Small Cap Value Fund are redeemed
during the amortization period, the proceeds of redemption will be reduced by
the pro-rata portion of any unamortized organization expenses in the same pro-
portion as the number of shares redeemed bears to the number of initial shares
held at the time of redemption.
- --------------------------------------------------------------------------------
OTHER
Security transactions are accounted for on the trade date, the date the order
to buy or sell is executed. Dividend income is recognized on the ex-dividend
date or at the time the Fund becomes
11
<PAGE>
- --------------------------------------------------------------------------------
aware, whichever is earlier. Interest income is recognized on the accrual basis
and market discount is accounted for on the effective interest method. The
Trust uses the first-in, first-out method for determining realized gain or loss
on investments sold for both financial reporting and federal tax purposes. Dis-
tributions to shareholders are recorded on the ex-dividend date. Expenses in-
curred by the Trust not specifically identified to a Fund are allocated on a
basis relative to the size of each Fund's daily net asset value.
- --------------------------------------------------------------------------------
NOTE 2
Tocqueville Asset Management L.P. ("Tocqueville"), is the investment adviser
to the Trust under an Investment Advisory Agreement approved by shareholders on
February 26, 1990. For its services, Tocqueville receives a fee from The
Tocqueville Small Cap Value Fund, payable monthly, at an annual rate of .75% of
the first $100 million of the Fund's average daily net assets, .70% of the next
$400 million of average daily net assets, and .65% of average daily net assets
in excess of $500 million.
Certain states in which shares of the Trust are qualified for sale impose
limitations on the expenses of the Trust. The Advisory Agreement provides that
if, in any fiscal year, the total expenses of the Trust (excluding taxes, in-
terest, extraordinary expenses and the distribution fee but including the Ad-
viser's fee) exceed the expense limitation applicable to the Trust imposed by
the securities regulations of any state in which it is registered to sell
shares, Tocqueville will pay or
reimburse the Trust for that excess up to the amount of its fee. The most re-
strictive limitation currently applicable (excluding the items described above)
limits a fund to 2.5% of the Trust's first $30,000,000 of average daily net as-
sets, 2% of the next $70,000,000, and 1.5% of the Trust's average daily net as-
sets over $100,000,000. For the year ended October 31, 1995, the Adviser has
waived advisory fees of $4,146 due to the expense limitation referred above.
- --------------------------------------------------------------------------------
12
<PAGE>
- -------------------------------------------------------------------------------
NOTE 3
Effective August 14, 1995 the Fund offered two classes of shares: Class A
and Class B shares. Shares of each class are identical except for the initial
sales load on Class A shares, a contingent deferred sales charge on Class B
shares, distribution fees, and voting rights on matters effecting a single
class. All Fund shares outstanding before August 14, 1995 were designated as
Class A shares. At October 31, 1995, there were an unlimited number of shares
of beneficial interest authorized ($0.01 par value). Transactions in the
Fund's shares were as follows:
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------
FOR THE PERIOD FROM
AUGUST 1, 1994
YEAR ENDED TO
OCTOBER 31, 1995 OCTOBER 31, 1994
--------------------- --------------------
SHARES AMOUNT SHARES AMOUNT
--------- ----------- --------------------
<S> <C> <C> <C> <C>
Shares sold 146,814 $ 1,651,218 661,232 $ 6,613,305
Shares issued on reinvestment of
dividends 13,078 125,021
Shares redeemed (33,611) (364,941)
-------- ----------- -------- -----------
Net increase 126,281 $ 1,411,298 661,232 $ 6,613,305
-------- ----------- -------- -----------
<CAPTION>
CLASS B
---------------------
FOR THE PERIOD FROM
AUGUST 14, 1995
THROUGH
OCTOBER 31, 1995
---------------------
SHARES AMOUNT
--------- -----------
<S> <C> <C>
Shares sold 16 $ 200
Shares issued on reinvestment of
dividends -- --
Shares redeemed -- --
-------- -----------
Net increase 16 $ 200
-------- -----------
</TABLE>
- -------------------------------------------------------------------------------
NOTE 4
Tocqueville Securities L.P. (the "Distributor") acts as distributor for
shares of the Fund and purchases shares of the Fund at net asset value to fill
orders as received from investment dealers. For the year ended October 31,
1995, the Distributor received net commissions of $373 from the sale of the
Fund's shares.
The Fund has adopted distribution plans related to the sale of Class A and
Class B shares pursuant to which the Fund may incur distribution expenses in
amounts not to exceed 0.25% and 0.75% per annum of the average daily net as-
sets of Class A and Class B shares, respectively.
13
<PAGE>
- --------------------------------------------------------------------------------
Such expenses may include, but are not limited to, advertising, printing, and
distribution of sales literature, prospectuses and other materials, and pay-
ments to dealers and shareholders servicing agents including the Distributor.
Under the distribution plans, the Distributor is permitted to carry forward ex-
penses not reimbursed by the distribution fees to subsequent fiscal years for
sub- mission to the Fund for payment, subject to the continuation of the Plan.
For the year ended October 31, 1995, the Distributor has waived distribution
fees of $19,530 and $0, respectively for Class A and Class B shares. The Dis-
tributor has informed the Trust that, as of October 31, 1995, there were
$62,300 in unreimbursed expenses for the Fund.
Class B shares which are redeemed within six years of purchase are subject to
a contingent deferred sales charge at rates ranging from 5% to 0%, charged as a
percentage of the dollar amount subject thereto. There were no contingent de-
ferred sales charges paid to the Distributor for the year ended October 31,
1995.
Commissions earned by the Distributor for services rendered as registered
broker-dealer in securities transactions for the Fund for the year ended Octo-
ber 31, 1995 were $23,016.
Pursuant to an Administrative Services Agreement, effective September 15,
1995, the Fund pays to the Distributor a fee computed and paid monthly at an
annual rate of 0.15% of the average daily net assets of the Fund. During the
year ended October 31, 1995, the Distributor waived administration fees of
$1,828.
- --------------------------------------------------------------------------------
NOTE 5
Purchases and sales of investment securities (excluding short-term
instruments) for the year ended October 31, 1995 were as follows:
<TABLE>
<CAPTION>
THE
TOCQUEVILLE
SMALL CAP
VALUE FUND
-----------
<S> <C>
PURCHASES
U.S. Government $ --
Other 8,412,910
----------
$8,412,910
----------
SALES
U.S. Government $ --
Other 6,049,272
----------
$6,049,272
----------
</TABLE>
14
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE 6
Unrealized appreciation at October 31, 1995 based on cost of securities for
Federal tax purposes is as follows:
<TABLE>
<CAPTION>
THE
TOCQUEVILLE
SMALL CAP
VALUE FUND
-----------
<S> <C>
Gross unrealized appreciation $1,071,818
Gross unrealized depreciation (313,991)
----------
Net unrealized appreciation $ 757,827
----------
Cost of investments $8,692,228
----------
</TABLE>
- --------------------------------------------------------------------------------
15
<PAGE>
THE TOCQUEVILLE SMALL CAP VALUE FUND
- --------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees and Shareholders
The Tocqueville Small Cap Value Fund
We have audited the accompanying statement of assets and liabilities, including
the investment portfolio, of The Tocqueville Small Cap Value Fund, a series of
The Tocqueville Trust, as of October 31, 1995, and the related statement of
operations for the year then ended, the statement of changes in net assets, and
the selected financial information for the year then ended and for the period
August 1, 1994 to October 31, 1994. These financial statements and selected
financial information are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
selected financial information based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and selected
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of October 31, 1995, by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and selected financial information
referred to above present fairly, in all material respects, the financial
position of The Tocqueville Small Cap Value Fund, a series of The Tocqueville
Trust as of October 31, 1995, the results of its operations, the changes in its
net assets, and the selected financial information for the periods indicated,
in conformity with generally accepted accounting principles.
New York, New York
December 1, 1995
16
<PAGE>
THE TOCQUEVILLE FUND
THE TOCQUEVILLE ASIA-PACIFIC FUND
THE TOCQUEVILLE EUROPE FUND
THE TOCQUEVILLE SMALL CAP VALUE FUND
Special Meeting of Shareholders, July 31, 1995
- -------------------------------------------------------------------------------
A Special Meeting of Shareholders of the Trust was held on July 31, 1995 at
the offices of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel, 919 Third Av-
enue, New York, New York. The purpose of the meeting was to elect six trustees
of the Trust, to ratify McGladrey and Pullen, LLP as independent public ac-
countants for the Trust, to approve an amendment to the Declaration and Agree-
ment of Trust to permit the Trustees to authorize and issue, without share-
holder approval, separate and distinct classes of shares of each series of the
Trust and to approve the elimination of some fundamental investment restric-
tions of the Trust requiring shareholder approval. At the meeting, the share-
holders voted in favor of all of the resolutions presented to them. No other
business was conducted at the Special Meeting of Shareholders.
The results of the voting at the Special Meeting of Shareholders was as fol-
lows:
1. Ratification of an amendment to the Agreement and Declaration of Trust
to permit the Trustees, without shareholder approval, to authorize The
Tocqueville Trust to issue separate and distinct classes of shares of
each series:
THE TOCQUEVILLE FUND
For: 1,465,660.45 Against: 4,474.39 Abstain: 5,053.03
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,433.12 Against: -0- Abstain: 38.46
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
2. Approval of the elimination of the Funds' fundamental investment re-
striction concerning short sales:
THE TOCQUEVILLE FUND
For: 1,469,900.22 Against: 4,474.39 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
17
<PAGE>
- --------------------------------------------------------------------------------
3. Approval of the elimination of the Funds' fundamental investment re-
striction concerning investment for control were as follows:
THE TOCQUEVILLE FUND
For: 1,471,351.92 Against: 3,022.69 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 466,723.20 Against: -0- Abstain: -0-
4. Approval of the elimination of the Funds' fundamental investment re-
striction concerning securities of affiliates:
THE TOCQUEVILLE FUND
For: 1,464,396.14 Against: 9,978.47 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
5. Approval of the elimination of the Funds' fundamental investment re-
striction concerning securities of other investment companies:
THE TOCQUEVILLE FUND
For: 1,469,057.52 Against: 5,317.09 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
18
<PAGE>
- --------------------------------------------------------------------------------
6. Approval of the elimination of the Funds' fundamental investment re-
striction concerning development programs:
THE TOCQUEVILLE FUND
For: 1,468,635.92 Against: 5,738.69 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
7.Approval of the elimination of the Funds' fundamental investment re-
striction concerning transactions involving puts, calls or options:
THE TOCQUEVILLE FUND
For: 1,464,689.65 Against: 9,684.96 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
8.Approval of the elimination of the Funds' fundamental investment re-
striction concerning investment in securities of issuers in operation
for less than three years:
THE TOCQUEVILLE FUND
For: 1,460,800.07 Against: 13,574.54 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
19
<PAGE>
- --------------------------------------------------------------------------------
9. Approval of the amendment of the Funds' fundamental investment re-
stricting concerning the lending of money or securities:
THE TOCQUEVILLE FUND
For: 1,459,829.27 Against: 14,545.34 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
10. Approval of the amendment of the Funds' fundamental investment restric-
tion concerning commodities:
THE TOCQUEVILLE FUND
For: 1,465,660.45 Against: 8,714.16 Abstain: 813.26
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
11. Approval of the elimination of The Tocqueville Fund's and The
Tocqueville Small Cap Value Fund's fundamental restriction concerning
restricted and illiquid securities:
THE TOCQUEVILLE FUND
For: 1,464,490.27 Against: 9,884.34 Abstain: 813.26
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
12.Approval of the elimination of The Tocqueville Fund's and The
Tocqueville Small Cap Value Fund's fundamental restriction concerning
the amount of allowable investment in foreign securities:
THE TOCQUEVILLE FUND
For: 1,470,321.45 Against: 4,053.16 Abstain: 813.26
THE TOCQUEVILLE SMALL CAP VALUE FUND
For: 446,723.20 Against: -0- Abstain: -0-
20
<PAGE>
- --------------------------------------------------------------------------------
13.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning re-
stricted and illiquid securities:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
14.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning securi-
ties of other investment companies were as follows:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 250,116.87 Against: -0- Abstain: -0-
15.Approval of the elimination of The Tocqueville Asia-Pacific Fund's and
The Tocqueville Europe Fund's fundamental restriction concerning war-
rants were as follows:
THE TOCQUEVILLE ASIA-PACIFIC FUND
For: 299,471.58 Against: -0- Abstain: -0-
THE TOCQUEVILLE EUROPE FUND
For: 249,193.87 Against: -0- Abstain: 923.00
16. Election of six (6) Trustees, for a term to expire until his or her
successor is elected and has qualified:
<TABLE>
<CAPTION>
WITHHOLDING
FOR AUTHORITY
--- -----------
<S> <C> <C>
Francois Sicart 2,471,499.52 -0-
Bernard Combemale 2,471,499.52 -0-
James Flaherty 2,466,639.14 4,860.38
Inge Heckel 2,466,639.14 4,860.38
Robert Kleinschmidt 2,471,499.52 -0-
Francois Letaconnoux 2,471,499.52 -0-
</TABLE>
17. Ratification of the selection of McGladrey & Pullen, LLP, as indepen-
dent public accountants for the Trust for the fiscal year ended October
31, 1995.
For: 2,471,102.02 Against: -0- Abstain: 397.50
21
<PAGE>
INVESTMENT ADVISOR
Tocqueville Asset Management L.P.
1675 Broadway
New York, New York 10019
Telephone: (212) 698-0800
Telecopier: (212) 262-0154
DISTRIBUTOR
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Telephone: (800) 697-3863
Telecopier: (212) 262-0154
SHAREHOLDERS' SERVICING,
CUSTODIAN AND TRANSFER AGENT
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
LOGO
The Tocqueville
Small Cap Value Fund
a series of
The Tocqueville Trust
Annual Report
October 31, 1995
EX-99.B12.(E)
THE TOCQUEVILLE GOVERNMENT FUND
AUDITED FINANCIAL STATEMENTS FOR THE
PERIOD ENDED OCTOBER 31, 1995
<PAGE>
THE TOCQUEVILLE GOVERNMENT FUND
- --------------------------------------------------------------------------------
DEAR FELLOW SHAREHOLDERS:
In this, our first annual report to shareholders, we would like to take this
opportunity to reiterate our investment philosophy for the Tocqueville Govern-
ment Fund. As a firm, Tocqueville Asset Management, the advisor to all of the
equity funds of the Tocqueville Trust, as well as the Tocqueville Government
Fund, places a premium on capital preservation. Over the long term, we believe
that capital preservation and enhancement can best be achieved by investing
primarily in equities. For a wide variety of reasons, however, we recognize the
need of our clients to have a fixed income option. The Tocqueville Government
Fund was created to fill that need.
The Tocqueville Government Fund is not a typical fixed income fund. Despite
the explosive proliferation of sophisticated fixed income investment vehicles,
including convertibles, straddles, derivatives, leveraged long and short sales,
LYONS, TIGRS, CATS, etc., the Tocqueville Government Fund has a simple, basic
portfolio strategy: Invest only in securities of the U.S. Government or its
agencies, and only in short to intermediate term maturities, without employing
leverage, derivatives, or options. We recognize that these new highly complex
and risky investment vehicles have their place and serve a purpose in the in-
vestment universe. They do not, however, have a place or serve a purpose in the
Tocqueville Government Fund. Our Fund's purpose is to preserve capital while
generating an acceptable current return and to seek modest capital appreciation
by extending maturities from the short to intermediate term when conditions
warrant.
Historical empirical data support our view that from the perspective of prin-
cipal risk, investors are inadequately compensated over long periods of time
for owning long term bonds. For example, at this writing a five year Treasury
note yields approximately 90% of the yield of a thirty year bond. Yet, the cap-
ital risk exposure of a five year note is only one-third of the long maturity.
Our objective is income and capital preservation, and with this as our objec-
tive we see no need to assume the added risk of long term bonds.
Ours is a plain vanilla approach in a Baskin Robbins world of fixed income
funds. But we believe our clients are best served by the conservative, risk
averse approach that we have taken. While we never expect the Tocqueville Gov-
ernment Fund to make the list of top performing fixed income funds in any given
year, we are quite sure we will not appear on the worst performing list. And
over the long haul we expect the Fund to attain its goals, while many of the
high return/high risk funds favored by others will not.
Since beginning operations on September 5, 1995, the Tocqueville Government
Fund Class A shares generated an annualized return during its first 56 days of
6.26%. Initially we were fully invested at a fairly neutral duration of approx-
imately five years during a powerful continuation of the rally in bonds that
persisted throughout 1995. (Our neutral duration is five to seven years, our
cautious duration is one to three years, and our bullish duration is nine to
twelve years.) More recently, we have adopted an even more conservative posture
as current yield levels contain much less attraction. The negative returns
posted by all bonds in 1994 keep us mindful that principal
<PAGE>
- --------------------------------------------------------------------------------
exposure must be evaluated in the context of total return. Despite a substan-
tive percentage of economists who are confident of a continuation of the rally
to perhaps a 5% long term Treasury bond, we are just as comfortable with the
case for bonds at 7% or higher.
OUTLOOK
Inflation remains low at around 3% and the outlook is benign. Still inflation
has been approximately at these levels for the past five years and the margin
for further substantial gains are slim in our view. Meanwhile, with a very flat
yield curve, the incentive to extend maturities is minimal. For both of these
reasons, even the intermediate term fixed income markets harbor more risk than
is acceptable. Consequently, for the foreseeable future, we intend to remain in
short term securities.
For 1996 we expect a subdued, yet mildly growing, economy with inflation
within the bounds of acceptable tolerance. Our major trading partners, Europe
and Japan, should continue their economic travails, providing little stimulus
for export growth. Because of our relative ability to respond and adapt, the
U.S. is emerging as the premier low cost producer in the industrial world with
respect to labor costs, taxes, and reduced socialization. The key question re-
garding the Federal Reserve is not whether they will lower rates, but rather
when and by how much. Equally as important is the question of what rate struc-
ture is priced into the market; for the discontinuing function of the market is
the perception of the future. A two year Treasury yield of 5.35% implies a Fed
Funds average of 4 5/8% over the next two years, assuming a 75 basis point pre-
mium to Fed Funds which is the historical norm. In fact, the Fed Funds rate has
just been lowered to 5 1/4%.
With so much further rate reduction already built into the market, the margin
for disappointment exceeds the potential reward. There remain substantial prob-
lems, such as chronic deficits, a persistent current account deficit in trade
balance, global surplus of dollars, potential negative political developments,
such as probable casualties in Bosnia, and more. While we expect a continuation
of moderately positive news, we do not expect an attendant appreciation of
prices. It is reasonable to expect our duration to be cautious to neutral at
this interest rate structure. If more value should present itself in the form
of higher interest rates, our posture would be re-evaluated.
Robert W. Kleinschmidt
Christopher P. Culp
Portfolio Managers
- --------------------------------------------------------------------------------
This report is not authorized for distribution to prospective investors un-
less preceded or accompanied by a currently effective prospectus of The
Tocqueville Trust.
2
<PAGE>
THE TOCQUEVILLE GOVERNMENT FUND
SELECTED FINANCIAL INFORMATION
Period from August 14, 1995 to October 31, 1995
<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE
(FOR A SHARE OUTSTANDING THROUGHOUT THE CLASS A
PERIOD) -------
<S> <C>
Net asset value, beginning of period...... $10.00
------
Income from investment operations:
Net investment income..................... 0.05(a)
Net realized and unrealized gain ......... 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............ $10.05
------
Total Return(b)........................... 6.26%*
Ratios/supplemental data
Net assets, end of period (000)........... $6,506
Ratio to average net assets of:
Expenses................................. 2.74%*(a)
Net investment income.................... 3.08%*(a)
Portfolio turnover rate................... 0.00%
<CAPTION>
CLASS B
-------
<S> <C>
Net asset value, beginning of period...... $ 9.97
------
Income from investment operations:
Net investment income..................... 0.04
Net realized and unrealized gain ......... 0.08
------
Total from investment operations.......... 0.12
Less distributions
Dividends from net investment income...... (0.04)
Distribution from net realized gains...... --
------
Total distributions....................... (0.04)
------
Net asset value, end of period............ $10.05
------
Total Return(c)........................... 8.42%*
Ratios/supplemental data
Net assets, end of period................. 201
Ratio to average net assets of:
Expenses................................. --
Net investment income.................... --
</TABLE>
- --------
(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 sales load of 4%.
(c)Does not include contingent deferred sales charge.
* Annualized.
3
<PAGE>
THE TOCQUEVILLE GOVERNMENT FUND
INVESTMENTS AS OF OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% OF
MARKET NET
PAR VALUE VALUE ASSETS
---------- ---------- ------
<S> <C> <C> <C>
MORTGAGE RELATED - 34.70%
Federal Home Loan Mortgage Corp.
6.98%, 9/07/2000 $ 750,000 $ 751,172 11.55%
6.98%, 9/13/2000 750,000 757,561 11.64%
6.38%, 10/24/2000 750,000 749,086 11.51%
----------
2,257,819
----------
U.S. TREASURY NOTES - 61.33%
5.50%, 4/15/2000 1,000,000 990,625 15.23%
5.875%, 6/30/2000 1,000,000 1,002,811 15.42%
5.75%, 10/31/2000 2,000,000 1,996,250 30.68%
----------
3,989,686
----------
SHORT-TERM INVESTMENTS - 1.13%
U.S. T-Bill, 5.285%, 3/21/96 75,000 73,440 1.13%
----------
TOTAL INVESTMENTS (COST $6,293,165) - 97.16% 6,320,945
OTHER ASSETS & LIABILITIES, NET - 2.84% 184,767
----------
TOTAL NET ASSETS - 100.00% $6,505,712
----------
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
THE TOCQUEVILLE GOVERNMENT FUND
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Investments, at value (identified cost $6,293,165) $6,320,945
Cash 3,646
Receivable for Fund shares sold 160,449
Interest receivable 38,600
Deferred organization expense 22,110
Other assets 4,861
----------
6,550,611
----------
LIABILITIES
Accrued investment adviser's fee --
Accrued distribution fee --
Accrued expenses 17,334
Payable for deferred organization expenses 27,565
----------
44,899
----------
NET ASSETS $6,505,712
----------
At October 31, 1995 net assets consisted of:
Capital paid in $6,478,762
Accumulated net realized loss (830)
Net unrealized appreciation 27,780
----------
$6,505,712
----------
CLASS A
NET ASSET VALUE PER SHARE ($6,505,510/647,150 shares outstanding) $ 10.05
----------
Maximum offering price ($10.05/96%) $10.47
----------
CLASS B
NET ASSET VALUE PER SHARE AND MAXIMUM OFFERING PRICE ($202/20
shares outstanding) $10.05
------
</TABLE>
See Notes to Financial Statements.
5
<PAGE>
THE TOCQUEVILLE GOVERNMENT FUND
STATEMENT OF OPERATIONS
Period from August 14, 1995 to October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME
Interest $40,073
-------
EXPENSES
Investment adviser's fee (Note 2) 3,453
Custodian and fund accounting 8,400
Transfer agent and shareholder services 4,760
Audit 2,240
Legal 1,400
Distribution (Note 4)
Class A 1,727
Class B --
Administration fee (Note 4) 928
Registration 672
Trustees' fee 280
Other 1,176
-------
Total expenses 25,036
Less: fees waived (Notes 2 and 4) (6,108)
-------
NET EXPENSES 18,928
-------
NET INVESTMENT INCOME 21,145
-------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized (loss) on investments (830)
Net unrealized appreciation of investments during the period 27,780
-------
Net gain on investments 26,950
-------
Net increase in net assets resulting from operations $48,095
-------
</TABLE>
See Notes to Financial Statements.
6
<PAGE>
THE TOCQUEVILLE GOVERNMENT FUND
STATEMENT OF CHANGES IN NET ASSETS
Period from August 14, 1995 to October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment income $ 21,145
Net realized loss (830)
Net unrealized appreciation 27,780
----------
Net increase resulting from operations 48,095
Distributions to shareholders from net investment income:
Class A (21,144)
Class B (1)
Fund share transactions (Note 3)
Class A 6,478,561
Class B 201
----------
Net increase in net assets 6,505,712
NET ASSETS
Beginning of period --
----------
End of period $6,505,712
----------
</TABLE>
See Notes to Financial Statements.
7
<PAGE>
THE TOCQUEVILLE GOVERNMENT FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1
The Tocqueville Trust (the "Trust") was organized as a Massachusetts business
trust registered under the Investment Company Act of 1940 as amended, as a di-
versified, open-end management investment company. The Trust consists of five
separate Funds: The Tocqueville Fund, The Tocqueville Asia-Pacific Fund, The
Tocqueville Small Cap Value Fund, The Tocqueville Europe Fund and the
Tocqueville Government Fund (the "Funds"). The following is a summary of sig-
nificant accounting principles followed by the Trust in the preparation of its
financial statements.
- --------------------------------------------------------------------------------
SECURITY VALUATION
Investments in securities, including foreign securities, traded on an ex-
change or quoted on the over-the-counter market are valued at the last sale
price or, if no sale occurred during the day, at the mean between closing bid
and asked prices, as last reported by a pricing service approved by the Trust-
ees. When market quotations are not readily available, or when restricted secu-
rities or other assets are being valued, such assets are valued at fair value
as determined in good faith by or under procedures established by the Trustees.
Short-term investments are stated at cost which, together with accrued inter-
est, approximates market value.
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
It is the Trust's policy to comply with the provisions of the Internal Reve-
nue Code ("Code") applicable to regulated investment companies and to distrib-
ute all of its taxable income to its shareholders. It is also the Trust's in-
tention to distribute amounts sufficient to avoid imposition of any excise tax
under Section 4982 of the Code. Therefore, no federal income or excise tax pro-
vision is required.
- --------------------------------------------------------------------------------
DEFERRED ORGANIZATION EXPENSES
Expenses incurred in connection with the organization of The Tocqueville Gov-
ernment Fund (the "Fund") are being amortized on a straight-line basis over a
five-year period from the Fund's commencement of operations. In the event any
initial shares of The Tocqueville Government Fund are redeemed during the amor-
tization period, the proceeds of redemption will be reduced by the pro-rata
portion of any unamortized organization expenses in the same proportion as the
number of shares redeemed bears to the number of initial shares held at the
time of redemption.
- --------------------------------------------------------------------------------
OTHER
Security transactions are accounted for on the trade date, the date the order
to buy or sell is executed. Interest income is recognized on the accrual basis
and market discount is accounted for using the effective interest method. The
Trust uses the first-in, first-out method for determining realized gain or loss
on investments sold for both financial reporting and federal tax purposes. Dis-
tributions to shareholders are recorded on the ex-dividend date. Expenses in-
curred by the Trust not specifically identified to a Fund are allocated on a
basis relative to the size of each Fund's daily net asset value.
8
<PAGE>
- --------------------------------------------------------------------------------
NOTE 2
Tocqueville Asset Management L.P. ("Tocqueville"), is the investment adviser
to the Trust under an Investment Advisory Agreement approved by shareholders on
February 26, 1990. For its services, Tocqueville receives a fee from The
Tocqueville Government Fund, payable monthly, at an annual rate of .50% of the
first $500 million of the Fund's average daily net assets, .40% of the next
$500 million of average daily net assets, and .30% of average daily net assets
in excess of $1 billion.
Certain states in which shares of the Trust are qualified for sale impose
limitations on the expenses of the Trust. The Advisory Agreement provides that
if, in any fiscal year, the total expenses of the Trust (excluding taxes, in-
terest, extraordinary expenses and the distribution fee but including the Ad-
viser's fee) exceed the expense limitation applicable to the Trust imposed by
the securities regulations of any state in which it is registered to sell
shares, Tocqueville will pay or
reimburse the Trust for that excess up to the amount of its fee. The most re-
strictive limitation currently applicable (excluding the items described above)
limits a fund to 2.5% of the Trust's first $30,000,000 of average daily net as-
sets, 2% of the next $70,000,000, and 1.5% of the Trust's average daily net as-
sets over $100,000,000. For the period August 14, 1995 to October 31, 1995, the
Adviser has waived its advisory fee of $3,453 due to the expense limitation re-
ferred to above. In addition, the Adviser has agreed to waive its fee until the
Fund's average daily net assets exceed $10 million.
- --------------------------------------------------------------------------------
NOTE 3
The Fund offers two classes of shares: Class A and Class B shares. Shares of
each class are identical except for the initial sales load on Class A shares, a
contingent deferred sales charge on Class B shares, distribution fees and vot-
ing rights on matters effecting a single class. At October 31, 1995, there were
an unlimited number of shares of beneficial interest authorized ($0.01 par val-
ue). Transactions in the Fund's shares for the period from August 14, 1995 to
October 31, 1995 were as follows:
<TABLE>
<CAPTION>
CLASS A
------------------
SHARES AMOUNT
------- ----------
<S> <C> <C>
Shares sold 645,088 $6,457,874
Shares issued on reinvestment of dividends 2,062 20,687
Shares redeemed -- --
------- ----------
Net increase 647,150 $6,478,561
------- ----------
<CAPTION>
CLASS B
------------------
SHARES AMOUNT
------- ----------
<S> <C> <C>
Shares sold 20 $ 200
Shares issued on reinvestment of dividends -- 1
Shares redeemed -- --
------- ----------
Net increase 20 $ 201
------- ----------
</TABLE>
- --------------------------------------------------------------------------------
9
<PAGE>
- --------------------------------------------------------------------------------
NOTE 4
Tocqueville Securities L.P. (the "Distributor") acts as a distributor for
shares of the Fund and purchases shares of the Fund at net asset value to fill
orders as received from investment dealers. For the period ended October 31,
1995, the Distributor received no net commissions from the sale of the Fund's
shares.
The Fund has adopted distribution plans related to the sale of Class A and
Class B shares pursuant to which the Fund may incur distribution expenses in
amounts not to exceed 0.25% and 0.75% per annum of the average daily net assets
of Class A and Class B shares, respectively. Such expenses may include, but are
not limited to, advertising, printing, and distribution of sales literature,
prospectuses and other materials, and payments to dealers and shareholders ser-
vicing agents including the Distributor. Under the distribution plans, the Dis-
tributor is permitted to carry forward expenses not reimbursed by the distribu-
tion fees to subsequent fiscal years for submission to the Fund for payment,
subject to the continuation of the Plan. For the period ended October 31, 1995,
the Distributor has waived distribution fees of $1,727 and 0, respectively for
Class A and Class B shares. The Distributor has informed the Trust that, as of
October 31, 1995, there were $8,110 in unreimbursed expenses for the Fund.
Class B shares which are redeemed within six years of purchase are subject to
a contingent deferred sales charge at rates ranging from 5% to 0%, charged as a
percentage of the dollar amount subject thereto. There were no contingent de-
ferred sales charges paid to the Distributor for the period ended October 31,
1995.
Commissions earned by the Distributor for services rendered as a registered
broker-dealer in securities transactions for the Fund for the period ended Oc-
tober 31, 1995 were $7,912.
Pursuant to an Administrative Services Agreement, effective September 15,
1995, the Fund pays to the Distributor a fee computed and paid monthly at an
annual rate of 0.15% of the average daily net assets of the Fund. During the
period ended October 31, 1995, the Distributor waived administration fees of
$928.
10
<PAGE>
- --------------------------------------------------------------------------------
NOTE 5
Purchases and sales of investment securities (excluding short-term instru-
ments) for the period ended October 31, 1995 were as follows:
<TABLE>
<CAPTION>
THE
TOCQUEVILLE
GOVERNMENT
FUND
-----------
<S> <C>
PURCHASES $6,219,211
----------
SALES --
----------
</TABLE>
- --------------------------------------------------------------------------------
NOTE 6
Unrealized appreciation at October 31, 1995 based on cost of securities for
Federal tax purposes is as follows:
<TABLE>
<CAPTION>
THE
TOCQUEVILLE
GOVERNMENT
FUND
-----------
<S> <C>
Gross unrealized appreciation $ 27,789
Gross unrealized depreciation (9)
----------
Net unrealized appreciation $ 27,780
----------
Cost of investments $6,293,165
----------
</TABLE>
- --------------------------------------------------------------------------------
11
<PAGE>
THE TOCQUEVILLE GOVERNMENT FUND
- --------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees and Shareholders
The Tocqueville Government Fund
We have audited the accompanying statement of assets and liabilities, including
the investment portfolio, of The Tocqueville Government Fund, a series of The
Tocqueville Trust, as of October 31, 1995, and the related statement of opera-
tions, changes in net assets, and the selected financial information for the
period August 14, 1995 to October 31, 1995. These financial statements and se-
lected financial information are the responsibility of the Fund's management.
Our responsibility is to express an opinion on these financial statements and
selected financial information based on our audit.
We conducted our audit in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and selected finan-
cial information are free of material misstatement. An audit includes examin-
ing, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of securities owned
as of October 31, 1995, by correspondence with the custodian. An audit also in-
cludes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presenta-
tion. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and selected financial information
referred to above present fairly, in all material respects, the financial
position of The Tocqueville Government Fund, a series of The Tocqueville Trust
as of October 31, 1995, the results of its operations, the changes in its net
assets, and the selected financial information for the period then ended, in
conformity with generally accepted accounting principles.
/s/ McGladrey & Pullen, LLP
New York, New York
December 1, 1995
12
<PAGE>
INVESTMENT ADVISOR
Tocqueville Asset Management L.P.
1675 Broadway
New York, New York 10019
Telephone: (212) 698-0800
Telecopier: (212) 262-0154
DISTRIBUTOR
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Telephone: (800) 697-3863
Telecopier: (212) 262-0154
SHAREHOLDERS' SERVICING,
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company
P.O. Box 8507
Boston, Massachusetts 02266-8507
Telephone Toll Free
(800) 626-9402
BOARD OF TRUSTEES
Francois Sicart -- Chairman
Bernard F. Combemale
James B. Flaherty
Inge Heckel
Robert W. Kleinschmidt
Francois Letaconnoux
[LOGO] The Tocqueville Government Fund
The Tocqueville
Government Fund
a series of
The Tocqueville Trust
Annual Report
October 31, 1995
EX-99.B15.(A)
RULE 12B-1 PLAN FOR THE CLASS A
SHARES OF THE TOCQUEVILLE FUND
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS A SHARES
A Plan (the "Plan") pertaining to the Class A shares of THE
TOCQUEVILLE FUND (the "Fund"), a series of The Tocqueville Trust, a
Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class A shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or
through the Investment Advisor, may make payments periodically (i) to the
Distributor or to any broker-dealer (a "Broker") who is registered under the
Securities Exchange Act of 1934 and a member in good standing of the National
Association of Securities Dealers, Inc. and who has entered into a selected
dealer agreement with the Distributor, (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust on behalf of the Fund, the Investment Advisor or the
Distributor, regarding Class A shares of the Fund owned by shareholders for
which such broker is the dealer or holder of record or such servicing agent has
a servicing relationship, or (iii) for
<PAGE>
expenses associated with distribution of Fund Class A shares, including the
compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such
fees will be paid shall be determined from time to time by the Distributor and
the Investment Advisor, subject to approval by the Board of Trustees of the
Trust.
(c) Payments may also be made for any advertising and
promotional expenses relating to selling efforts, including but not limited to
the incremental costs of printing prospectuses, statements of additional
information, annual reports and other periodic reports for distribution to
persons who are not Class A shareholders of the Fund; the costs of preparing and
distributing any other supplemental sales literature; costs of radio,
television, newspaper and other advertising; telecommunications expenses,
including the cost of telephones, telephone lines and other communications
equipment, incurred by or for the Distributor in carrying out its obligations
under the Distribution Agreement.
(d) The aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.50% of the average daily net asset value attributable to
Class A shares of the Fund on an annual basis for such fiscal year, or such
lesser amounts as determined appropriate. The Plan will only make payments for
expenses actually incurred on a first-in, first-out basis. The amount of
expenses incurred in any year may not exceed the rate of reimbursement set forth
in the Plan. The unreimbursed amounts may be recovered through future payments
under the Plan. Carry-over amounts are not limited in the number of years they
may be carried forward. If
-2-
<PAGE>
the 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.
3. Reports. Quarterly, in each year that this Plan remains in
effect, the Trust's Principal Financial Officer shall prepare and furnish to the
Board of Trustees of the Trust a written report, complying with the requirements
of Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
4. Approval of Plan. This Plan shall become effective upon
approval of the Plan, the form of Selected Dealer Agreement and the form of
Shareholder Service Agreement, by the majority votes of both (a) the Board of
Trustees and the Qualified Trustees (as defined in Section 6), cast in person at
a meeting called for the purpose of voting on the Plan and (b) the outstanding
Class A voting securities of the Fund, as defined in Section 2(a)(42) of the
Act.
5. Term. This Plan shall remain in effect for one year from
its adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class A shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the
-3-
<PAGE>
Board of Trustees, and of the Qualified Trustees (as hereinafter defined), cast
in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a
majority vote of the Trustees who are not interested persons (as defined in
section 2(a)(19) of the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan (the "Qualified Trustees") or by vote of a majority of the outstanding
Class A voting securities of the Fund, as defined in section 2(a)(42) of the
Act.
7. Nomination of "Disinterested" Trustees. While this Plan
shall be in effect, the selection and nomination of the "disinterested" Trustees
of the Trust shall be committed to the discretion of the Qualified Trustees then
in office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i)
a Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the
Fund shall be under any obligation because of this Plan to execute any Selected
Dealer Agreement with any Broker or any Shareholder Service Agreement with any
person or organization.
(c) All agreements with any person or organization relating to
the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
-4-
<PAGE>
AMENDMENT TO THE PLAN FOR PAYMENT OF CERTAIN EXPENSES
FOR DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS A SHARES
In a meeting of the Board of Trustee held on June 21, 1993, the Trustees amended
Section 2(d) to reduce the aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of Section 2 from
an amount not excess 0.50% to 0.25% of the average daily net asset value
attributable to Class A shares of the Fund on an annual basis for such fiscal
year, or such lesser amounts as the Distributor determines appropriate.
-5-
<PAGE>
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Re: Selected Dealer Agreement for
The Tocqueville Fund - Class A Shares
Gentlemen:
We understand that The Tocqueville Fund (the "Fund"), a series
of The Tocqueville Trust (the "Trust"), has adopted a plan (the "Plan")
pertaining to its Class A shares pursuant to Rule 12b-l of the Investment
Company Act of 1940, as amended (the "Act"), for making payments to selected
brokers for distribution assistance of the Fund's Class A shares.
We desire to enter into an Agreement with you for the sale and
distribution of the Class A shares of the Fund for which you are Distributor and
whose Class A shares are offered to the public at net asset value plus any
initial sales charge as set forth in the current prospectus. Upon acceptance of
this Agreement by you, we understand that we may offer and sell Class A shares
of the Fund, subject, however, to all of the terms and conditions hereof and to
your right to suspend or terminate the sale of such securities.
1. We understand that the Class A shares of the Fund covered
by this agreement will be offered and sold at the public offering price. The
public offering price is the net asset value described in the Fund's current
Prospectus in effect at the time the order for such shares is confirmed and
accepted on your behalf by the Fund plus any initial sales charge. We further
understand that all purchase requests and applications submitted by us are
subject to acceptance or rejection in the Fund's or your sole discretion.
2. We certify that we are members of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain Membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, Class A shares of the Fund in any state or jurisdiction
where they are not exempt from registration or have not been qualified for sale.
<PAGE>
3. We will offer and sell the Class A shares of the Fund
covered by this Agreement only in accordance with the terms and conditions of
its then current Prospectus, and we will make no representations not included in
said Prospectus or in any authorized supplemental material supplied by you. We
will use our best efforts in the development and promotion of sales of the Class
A shares covered by this Agreement and agree to be responsible for the proper
instruction and training of all sales personnel employed by us, in order that
the Class A shares will be offered in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations. We agree to
hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to you; and in the event you
determine to refund any amount paid by any investor by reason of any such
violation on our part, we shall return to you any distribution assistance
payments previously paid or allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. For purposes of this Agreement "Qualified Accounts" shall
mean: accounts of customers of ours who have purchased Fund Class A shares and
who use our facilities to communicate with the Fund or to effect redemptions or
additional purchases of Fund Class A shares and with respect to which we provide
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Fund; assistance to customers in
changing dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Fund Class A shares of customer account cash balances; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by us; arranging for bank wires; and such other information
and services as you reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you such fees as are set forth in
the Plan for Payment of Certain Expenses for Distribution or Shareholder
Servicing Assistance of Class A Shares (the "Plan") and as described in Exhibit
A. We understand that the payment of such fees has been authorized pursuant to a
Plan approved by the Board of Trustees and Class A shareholders of the Fund and
shall be paid only so long as this Agreement is in effect.
6. The frequency of payment, the terms of any right to sell in
a territory, and any other supplemental terms, conditions or qualifications for
us to receive such payments are subject to change by you from time to time, upon
30 days' written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Fund or you. Such 30-day period may be waived at
-2-
<PAGE>
your sole option in the event such change increases the distribution assistance
payments due us.
7. Payment for Class A shares shall be made to the Fund and
shall be received by the Fund promptly after the acceptance of our order. If
such payment is not received by the Fund, we understand that the Fund reserves
the right without notice, forthwith to cancel the sale, or, at the Fund's
option, to sell the Class A shares ordered by us back to the Fund in which
latter case we may be held responsible for any loss, including loss of profit,
suffered by the Fund resulting from our failure to make payments aforesaid.
8. Your obligations to us under this Agreement are subject to
all the provisions of any underwriting agreements you have or may enter into
with the Fund. We understand and agree that in performing our services covered
by this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plan shall be
construed to constitute us or any of our agents, employees or representatives as
your agent, partner or employee, or the agent, partner or employee of the Fund.
9. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event the Plan is
terminated.
10. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class A voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to you at your principal place of business, may terminate this Agreement. You
may also terminate this Agreement for cause on violation by us of any of the
provisions of this Agreement, said termination to become effective on the date
of mailing notice to us of such termination. Without limiting the generality of
the foregoing and any provision hereof to the contrary notwithstanding, our
expulsion from the NASD will automatically terminate this Agreement without
notice; our suspension from the NASD or violation of applicable state or Federal
laws or rules and regulations of authorized regulatory agencies will terminate
this Agreement effective upon date of mailing notice to us of such termination.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause.
11. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class A shareholders individually but
are binding only upon the assets and property of the Fund.
-3-
<PAGE>
12. All communications to you shall be sent to you at your
offices at 1675 Broadway, New York, N.Y. 10019. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown on this Agreement.
13. This Agreement shall become effective as of the date when
it is executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
----------------------------------------
(Broker/Dealer)
By:
--------------------------------------
Name:
Title:
----------------------------------------
(Address)
----------------------------------------
(City) (State) (Zip Code)
ACCEPTED:
TOCQUEVILLE SECURITIES L.P.
By:
----------------------------------
Name:
Title:
Dated:
-4-
<PAGE>
The Tocqueville Fund
1675 Broadway
New York, New York 10019
Re: Shareholder Service Agreement for
The Tocqueville Fund - Class A Shares
Gentlemen:
We understand that The Tocqueville Fund (the "Fund"), a series
of The Tocqueville Trust (the "Trust"), has adopted a plan (the "Plan")
pertaining to its Class A shares pursuant to Rule 12b-1 of the Investment
Company Act of 1940, as amended (the "Act"), for making payments to certain
persons for distribution assistance and shareholder servicing of the Fund's
Class A shares.
We desire to enter into an Agreement with the Fund for the
servicing of Class A shareholders of, and the administration of Class A
shareholder accounts in, the Fund. Subject to the Fund's acceptance of this
Agreement, the terms and conditions of this Agreement, shall be as follows:
1. We shall provide shareholder and administration services
for certain shareholders of the Fund who purchase Class A shares of the Fund as
a result of their relationship to us, as further designated in Exhibit A hereto
("Qualified Accounts"). Such services may include, without limitation, some or
all of the following: answering inquiries regarding the Fund; assistance in
changing dividend options, account designations and addresses; assistance in
processing purchase and redemption transactions; and such other information and
services as the Fund reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation to provide such information or services.
2. We agree to make available to the Fund, upon the Fund's
request, such information relating to our clients who are beneficial owners of
Fund Class A shares and their transactions in Fund Class A shares as may be
required by applicable laws and regulations or as may be reasonably requested by
the Fund.
3. We shall provide to the Fund copies of the lists of members
of our organization, if any, and make available to the Fund any publications and
other facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Fund, to enable the
Fund to solicit for sale and to sell Class A shares to such members.
<PAGE>
4. We shall provide such facilities and personnel (which may
be all or any part of the facilities currently used in our business, or all or
any personnel employed by us) as is necessary or beneficial for providing
information and services to Class A shareholders maintaining Qualified Accounts
with the Fund, and to assist the Fund in servicing accounts of such
shareholders.
5. Neither we nor any of our employees or agents are
authorized to make any representation concerning Fund Class A shares except
those contained in the then-current Fund Prospectus, copies of which will be
supplied by the Fund to us; and we shall have no authority to act as agent for
the Fund.
6. In consideration of the services and facilities described
herein, we shall be entitled to receive from the Fund such fees as are set forth
in Exhibit B hereto. We understand that the payment of such fees has been
authorized pursuant to the Plan approved by the Trustees and Class A
shareholders of the Fund and shall be paid only so long as the Plan and this
Agreement is in effect.
7. The Fund reserves the right, at the Fund's discretion and
without notice, to suspend the sale of Class A shares or withdraw the sale of
Class A shares of the Fund.
8. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event that the Plan
terminates.
9. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class A voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to the Fund at its principal place of business, may terminate this Agreement.
The Fund may also terminate this Agreement for cause on violation by us of any
of the provisions of this Agreement or in the event that the Plan shall
terminate, said termination to become effective on the date of mailing notice to
us of such termination. The Fund's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any such
cause.
10. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class A shareholders individually but
are binding only upon the assets and property of the Fund.
-2-
<PAGE>
11. All communications to the Fund shall be sent to the Fund
at the address set forth above. Any notice to us shall be duly given if mailed
or telegraphed to us at the address set forth below.
12. This Agreement shall become effective as of the date when
it is executed and dated by the Fund below. This Agreement and all the rights
and obligations of the parties hereunder shall be governed by and construed
under the laws of the State of New York.
-----------------------------------------
(Firm Name)
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
By:
--------------------------------------
Name:
Title:
ACCEPTED:
By:
----------------------------------
Name:
Title:
Dated:
-3-
EX-99.B15.(B)
RULE 12B-1 PLAN FOR THE CLASS B
SHARES OF THE TOCQUEVILLE FUND
<PAGE>
EX-99.B15.(B)
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS B SHARES
A Plan (the "Plan") pertaining to the Class B shares of THE
TOCQUEVILLE FUND (the "Fund"), a series of The Tocqueville Trust, a
Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class B shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or
through the Investment Advisor, may make payments periodically (i) to the
Distributor or to any broker-dealer (a "Broker") who is registered under the
Securities Exchange Act of 1934 and a member in good standing of the National
Association of Securities Dealers, Inc. and who has entered into a selected
dealer agreement with the Distributor, (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust on behalf of the Fund, the Investment Advisor or the
Distributor, regarding Class B shares of the Fund owned by shareholders for
which such broker is the dealer or holder of record or such servicing agent has
a servicing relationship, or (iii) for
<PAGE>
expenses associated with distribution of Fund Class B shares, including the
compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such
fees will be paid shall be determined from time to time by the Distributor and
the Investment Advisor, subject to approval by the Board of Trustees of the
Trust.
(c) Payments also may be made for: (i) costs of printing and
distributing the Fund's prospectus, statement of additional information and
reports and prospective investors in the Fund; (ii) costs involved in preparing,
printing and distributing sales literature pertaining to the Fund; (iii) an
allocation of overhead and other branch office distribution-related expenses of
the Distributor; (iv) payments to persons who provide support services in
connection with the distribution of the Fund's Class B shares, including but not
limited to, office space and equipment, telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and providing
any other shareholder services not otherwise provided by the Fund's transfer
agent; (v) any other expense 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, and continuing fees to each
such Broker, which fee shall begin to accrue immediately after the sale of such
shares; and (vi) accruals for interest on the foregoing expenses.
(d) The aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.75% of the average daily net asset value attributable to
Class B shares of the Fund on an annual basis for such
-2-
<PAGE>
fiscal year, or such lesser amounts as determined appropriate. Of this amount,
(i) up to 0.25% 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 Trust on behalf of the Fund, 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 0.50% of the average daily net assets
attributable to the Class B shares) is payable to the Distributor or Brokers.
The Plan will only make payments for expenses actually incurred on a first-in,
first-out basis. The amount of expenses incurred in any year may not exceed the
rate of reimbursement set forth in the Plan. The unreimbursed amounts may be
recovered through future payments under the Plan. Carry-over amounts are not
limited in the number of years they may be carried forward. If the 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, the Distributor
shall be entitled to receive all contingent deferred sales charges paid or
payable with respect to any day subsequent to termination of this Plan.
3. Reports. Quarterly, in each year that this Plan remains in
effect, the Trust's Principal Financial Officer shall prepare and furnish to the
Board of Trustees of the Trust a written report, complying with the requirements
of Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
-3-
<PAGE>
4. Approval of Plan. This Plan shall become effective upon
approval of the Plan, the form of Selected Dealer Agreement and the form of
Shareholder Service Agreement, by the majority votes of both (a) the Board of
Trustees and the Qualified Trustees (as defined in Section 6), cast in person at
a meeting called for the purpose of voting on the Plan and (b) the outstanding
Class B voting securities of the Fund, as defined in Section 2(a)(42) of the
Act.
5. Term. This Plan shall remain in effect for one year from
its adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class B shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the Board of Trustees, and of the Qualified Trustees (as hereinafter
defined), cast in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a
majority vote of the Trustees who are not interested persons (as defined in
section 2(a)(19) of the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan (the "Qualified Trustees") or by vote of a majority of the outstanding
Class B voting securities of the Fund, as defined in section 2(a)(42) of the
Act.
-4-
<PAGE>
7. Nomination of "Disinterested" Trustees. While this Plan
shall be in effect, the selection and nomination of the "disinterested" Trustees
of the Trust shall be committed to the discretion of the Qualified Trustees then
in office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i)
a Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the
Fund shall be under any obligation because of this Plan to execute any Selected
Dealer Agreement with any Broker or any Shareholder Service Agreement with any
person or organization.
(c) All agreements with any person or organization relating to
the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
-5-
<PAGE>
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Re: Selected Dealer Agreement for
The Tocqueville Fund - Class B Shares
Gentlemen:
We understand that The Tocqueville Fund (the "Fund"), a series
of The Tocqueville Trust (the "Trust"), has adopted a plan (the "Plan")
pertaining to its Class B shares pursuant to Rule 12b-l of the Investment
Company Act of 1940, as amended (the "Act"), for making payments to selected
brokers for distribution assistance of the Fund's Class B shares.
We desire to enter into an Agreement with you for the sale and
distribution of the Class B shares of the Fund for which you are Distributor and
whose Class B shares are offered to the public at net asset value as set forth
in the current prospectus. Upon acceptance of this Agreement by you, we
understand that we may offer and sell Class B shares of the Fund, subject,
however, to all of the terms and conditions hereof and to your right to suspend
or terminate the sale of such securities.
1. We understand that the Class B shares of the Fund covered
by this agreement will be offered and sold at the public offering price. The
public offering price is the net asset value described in the Fund's current
Prospectus in effect at the time the order for such shares is confirmed and
accepted on your behalf by the Fund. We further understand that all purchase
requests and applications submitted by us are subject to acceptance or rejection
in the Fund's or your sole discretion.
2. We certify that we are members of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain Membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, Class B shares of the Fund in any state or jurisdiction
where they are not exempt from registration or have not been qualified for sale.
<PAGE>
3. We will offer and sell the Class B shares of the Fund
covered by this Agreement only in accordance with the terms and conditions of
its then current Prospectus, and we will make no representations not included in
said Prospectus or in any authorized supplemental material supplied by you. We
will use our best efforts in the development and promotion of sales of the Class
B shares covered by this Agreement and agree to be responsible for the proper
instruction and training of all sales personnel employed by us, in order that
the Class B shares will be offered in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations. We agree to
hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to you; and in the event you
determine to refund any amount paid by any investor by reason of any such
violation on our part, we shall return to you any distribution assistance
payments previously paid or allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. For purposes of this Agreement "Qualified Accounts" shall
mean: accounts of customers of ours who have purchased Fund Class B shares and
who use our facilities to communicate with the Fund or to effect redemptions or
additional purchases of Fund Class B shares and with respect to which we provide
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Fund; assistance to customers in
changing dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Fund Class B shares of customer account cash balances; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by us; arranging for bank wires; and such other information
and services as you reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you such fees as are set forth in
the Plan for Payment of Certain Expenses for Distribution or Shareholder
Servicing Assistance of Class B Shares (the "Plan") and as described in Exhibit
A. We understand that the payment of such fees has been authorized pursuant to a
Plan approved by the Board of Trustees and Class B shareholders of the Fund and
shall be paid only so long as this Agreement is in effect.
6. The frequency of payment, the terms of any right to sell in
a territory, and any other supplemental terms, conditions or qualifications for
us to receive such payments are subject to change by you from time to time, upon
30 days' written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Fund or you. Such 30-day period may be waived at your sole option
in the event such change increases the distribution assistance payments due us.
-2-
<PAGE>
7. Payment for Class B shares shall be made to the Fund and
shall be received by the Fund promptly after the acceptance of our order. If
such payment is not received by the Fund, we understand that the Fund reserves
the right without notice, forthwith to cancel the sale, or, at the Fund's
option, to sell the Class B shares ordered by us back to the Fund in which
latter case we may be held responsible for any loss, including loss of profit,
suffered by the Fund resulting from our failure to make payments aforesaid.
8. Your obligations to us under this Agreement are subject to
all the provisions of any underwriting agreements you have or may enter into
with the Fund. We understand and agree that in performing our services covered
by this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plan shall be
construed to constitute us or any of our agents, employees or representatives as
your agent, partner or employee, or the agent, partner or employee of the Fund.
9. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event the Plan is
terminated.
10. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class B voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to you at your principal place of business, may terminate this Agreement. You
may also terminate this Agreement for cause on violation by us of any of the
provisions of this Agreement, said termination to become effective on the date
of mailing notice to us of such termination. Without limiting the generality of
the foregoing and any provision hereof to the contrary notwithstanding, our
expulsion from the NASD will automatically terminate this Agreement without
notice; our suspension from the NASD or violation of applicable state or Federal
laws or rules and regulations of authorized regulatory agencies will terminate
this Agreement effective upon date of mailing notice to us of such termination.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause.
11. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class B shareholders individually but
are binding only upon the assets and property of the Fund.
12. All communications to you shall be sent to you at your
offices at 1675 Broadway, New York, N.Y. 10019. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown on this Agreement.
-3-
<PAGE>
13. This Agreement shall become effective as of the date when
it is executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
-----------------------------------------
(Broker/Dealer)
By:
--------------------------------------
Name:
Title:
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
ACCEPTED:
TOCQUEVILLE SECURITIES L.P.
By:
--------------------------------
Name:
Title:
Dated:
-4-
<PAGE>
The Tocqueville Fund
1675 Broadway
New York, New York 10019
Re: Shareholder Service Agreement for
The Tocqueville Fund - Class B Shares
Gentlemen:
We understand that The Tocqueville Fund (the "Fund"), a series
of The Tocqueville Trust (the "Trust"), has adopted a plan (the "Plan")
pertaining to its Class B shares pursuant to Rule 12b-1 of the Investment
Company Act of 1940, as amended (the "Act"), for making payments to certain
persons for distribution assistance and shareholder servicing of the Fund's
Class B shares.
We desire to enter into an Agreement with the Fund for the
servicing of Class B shareholders of, and the administration of Class B
shareholder accounts in, the Fund. Subject to the Fund's acceptance of this
Agreement, the terms and conditions of this Agreement, shall be as follows:
1. We shall provide shareholder and administration services
for certain shareholders of the Fund who purchase Class B shares of the Fund as
a result of their relationship to us, as further designated in Exhibit A hereto
("Qualified Accounts"). Such services may include, without limitation, some or
all of the following: answering inquiries regarding the Fund; assistance in
changing dividend options, account designations and addresses; assistance in
processing purchase and redemption transactions; and such other information and
services as the Fund reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation to provide such information or services.
2. We agree to make available to the Fund, upon the Fund's
request, such information relating to our clients who are beneficial owners of
Fund Class B shares and their transactions in Fund Class B shares as may be
required by applicable laws and regulations or as may be reasonably requested by
the Fund.
3. We shall provide to the Fund copies of the lists of members
of our organization, if any, and make available to the Fund any publications and
other facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Fund, to enable the
Fund to solicit for sale and to sell Class B shares to such members.
4. We shall provide such facilities and personnel (which may
be all or any part of the facilities currently used in our business, or all or
any personnel employed by us)
<PAGE>
as is necessary or beneficial for providing information and services to Class B
shareholders maintaining Qualified Accounts with the Fund, and to assist the
Fund in servicing accounts of such shareholders.
5. Neither we nor any of our employees or agents are
authorized to make any representation concerning Fund Class B shares except
those contained in the then-current Fund Prospectus, copies of which will be
supplied by the Fund to us; and we shall have no authority to act as agent for
the Fund.
6. In consideration of the services and facilities described
herein, we shall be entitled to receive from the Fund such fees as are set forth
in Exhibit B hereto. We understand that the payment of such fees has been
authorized pursuant to the Plan approved by the Trustees and Class B
shareholders of the Fund and shall be paid only so long as the Plan and this
Agreement is in effect.
7. The Fund reserves the right, at the Fund's discretion and
without notice, to suspend the sale of Class B shares or withdraw the sale of
Class B shares of the Fund.
8. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event that the Plan
terminates.
9. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class B voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to the Fund at its principal place of business, may terminate this Agreement.
The Fund may also terminate this Agreement for cause on violation by us of any
of the provisions of this Agreement or in the event that the Plan shall
terminate, said termination to become effective on the date of mailing notice to
us of such termination. The Fund's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any such
cause.
10. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class B shareholders individually but
are binding only upon the assets and property of the Fund.
11. All communications to the Fund shall be sent to the Fund
at the address set forth above. Any notice to us shall be duly given if mailed
or telegraphed to us at the address set forth below.
-2-
<PAGE>
12. This Agreement shall become effective as of the date when
it is executed and dated by the Fund below. This Agreement and all the rights
and obligations of the parties hereunder shall be governed by and construed
under the laws of the State of New York.
-----------------------------------------
(Firm Name)
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
By:
--------------------------------------
Name:
Title:
ACCEPTED:
By:
--------------------------------
Name:
Title:
Dated:
-3-
EX-99.B15.(C)
RULE 12B-1 PLAN FOR THE CLASS A SHARES
OF THE TOCQUEVILLE ASIA-PACIFIC FUND
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS A SHARES
A Plan (the "Plan") pertaining to the Class A shares of THE
TOCQUEVILLE ASIA-PACIFIC FUND (the "Fund"), a series of The Tocqueville Trust, a
Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class A shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or
through the Investment Advisor, may make payments periodically (i) to the
Distributor or to any broker-dealer (a "Broker") who is registered under the
Securities Exchange Act of 1934 and a member in good standing of the National
Association of Securities Dealers, Inc. and who has entered into a selected
dealer agreement with the Distributor, (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust on behalf of the Fund, the Investment Advisor or the
Distributor, regarding Class A shares of the Fund owned by shareholders for
which such broker is the dealer or holder of record or such servicing agent has
a servicing relationship, or (iii) for
<PAGE>
expenses associated with distribution of Fund Class A shares, including the
compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such
fees will be paid shall be determined from time to time by the Distributor and
the Investment Advisor, subject to approval by the Board of Trustees of the
Trust.
(c) Payments may also be made for any advertising and
promotional expenses relating to selling efforts, including but not limited to
the incremental costs of printing prospectuses, statements of additional
information, annual reports and other periodic reports for distribution to
persons who are not Class A shareholders of the Fund; the costs of preparing and
distributing any other supplemental sales literature; costs of radio,
television, newspaper and other advertising; telecommunications expenses,
including the cost of telephones, telephone lines and other communications
equipment, incurred by or for the Distributor in carrying out its obligations
under the Distribution Agreement.
(d) The aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.50% of the average daily net asset value attributable to
Class A shares of the Fund on an annual basis for such fiscal year, or such
lesser amounts as determined appropriate. The Plan will only make payments for
expenses actually incurred on a first-in, first-out basis. The amount of
expenses incurred in any year may not exceed the rate of reimbursement set forth
in the Plan. The unreimbursed amounts may be recovered through future payments
under the Plan. Carry-over amounts are not limited in the number of years they
may be carried forward. If
-2-
<PAGE>
the 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.
3. Reports. Quarterly, in each year that this Plan remains in
effect, the Trust's Principal Financial Officer shall prepare and furnish to the
Board of Trustees of the Trust a written report, complying with the requirements
of Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
4. Approval of Plan. This Plan shall become effective upon
approval of the Plan, the form of Selected Dealer Agreement and the form of
Shareholder Service Agreement, by the majority votes of both (a) the Board of
Trustees and the Qualified Trustees (as defined in Section 6), cast in person at
a meeting called for the purpose of voting on the Plan and (b) the outstanding
Class A voting securities of the Fund, as defined in Section 2(a)(42) of the
Act.
5. Term. This Plan shall remain in effect for one year from
its adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class A shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the
-3-
<PAGE>
Board of Trustees, and of the Qualified Trustees (as hereinafter defined), cast
in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a
majority vote of the Trustees who are not interested persons (as defined in
section 2(a)(19) of the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan (the "Qualified Trustees") or by vote of a majority of the outstanding
Class A voting securities of the Fund, as defined in section 2(a)(42) of the
Act.
7. Nomination of "Disinterested" Trustees. While this Plan
shall be in effect, the selection and nomination of the "disinterested" Trustees
of the Trust shall be committed to the discretion of the Qualified Trustees then
in office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i)
a Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the
Fund shall be under any obligation because of this Plan to execute any Selected
Dealer Agreement with any Broker or any Shareholder Service Agreement with any
person or organization.
(c) All agreements with any person or organization relating to
the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
-4-
<PAGE>
AMENDMENT TO THE PLAN FOR PAYMENT OF CERTAIN EXPENSES
FOR DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS A SHARES
In a meeting of the Board of Trustee held on June 21, 1993, the Trustees amended
Section 2(d) to reduce the aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of Section 2 from
an amount not excess 0.50% to 0.25% of the average daily net asset value
attributable to Class A shares of the Fund on an annual basis for such fiscal
year, or such lesser amounts as the Distributor determines appropriate.
-5-
<PAGE>
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Re: Selected Dealer Agreement for
The Tocqueville Asia-Pacific Fund - Class A Shares
Gentlemen:
We understand that The Tocqueville Asia-Pacific Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class A shares pursuant to Rule 12b-l of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
selected brokers for distribution assistance of the Fund's Class A shares.
We desire to enter into an Agreement with you for the sale and
distribution of the Class A shares of the Fund for which you are Distributor and
whose Class A shares are offered to the public at net asset value plus any
initial sales charge as set forth in the current prospectus. Upon acceptance of
this Agreement by you, we understand that we may offer and sell Class A shares
of the Fund, subject, however, to all of the terms and conditions hereof and to
your right to suspend or terminate the sale of such securities.
1. We understand that the Class A shares of the Fund covered
by this agreement will be offered and sold at the public offering price. The
public offering price is the net asset value described in the Fund's current
Prospectus in effect at the time the order for such shares is confirmed and
accepted on your behalf by the Fund plus any initial sales charge. We further
understand that all purchase requests and applications submitted by us are
subject to acceptance or rejection in the Fund's or your sole discretion.
2. We certify that we are members of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain Membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, Class A shares of the Fund in any state or jurisdiction
where they are not exempt from registration or have not been qualified for sale.
<PAGE>
3. We will offer and sell the Class A shares of the Fund
covered by this Agreement only in accordance with the terms and conditions of
its then current Prospectus, and we will make no representations not included in
said Prospectus or in any authorized supplemental material supplied by you. We
will use our best efforts in the development and promotion of sales of the Class
A shares covered by this Agreement and agree to be responsible for the proper
instruction and training of all sales personnel employed by us, in order that
the Class A shares will be offered in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations. We agree to
hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to you; and in the event you
determine to refund any amount paid by any investor by reason of any such
violation on our part, we shall return to you any distribution assistance
payments previously paid or allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. For purposes of this Agreement "Qualified Accounts" shall
mean: accounts of customers of ours who have purchased Fund Class A shares and
who use our facilities to communicate with the Fund or to effect redemptions or
additional purchases of Fund Class A shares and with respect to which we provide
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Fund; assistance to customers in
changing dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Fund Class A shares of customer account cash balances; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by us; arranging for bank wires; and such other information
and services as you reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you such fees as are set forth in
the Plan for Payment of Certain Expenses for Distribution or Shareholder
Servicing Assistance of Class A Shares (the "Plan") and as described in Exhibit
A. We understand that the payment of such fees has been authorized pursuant to a
Plan approved by the Board of Trustees and Class A shareholders of the Fund and
shall be paid only so long as this Agreement is in effect.
6. The frequency of payment, the terms of any right to sell in
a territory, and any other supplemental terms, conditions or qualifications for
us to receive such payments are subject to change by you from time to time, upon
30 days' written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Fund or you. Such 30-day period may be waived at your sole option
in the event such change increases the distribution assistance payments due us.
-2-
<PAGE>
7. Payment for Class A shares shall be made to the Fund and
shall be received by the Fund promptly after the acceptance of our order. If
such payment is not received by the Fund, we understand that the Fund reserves
the right without notice, forthwith to cancel the sale, or, at the Fund's
option, to sell the Class A shares ordered by us back to the Fund in which
latter case we may be held responsible for any loss, including loss of profit,
suffered by the Fund resulting from our failure to make payments aforesaid.
8. Your obligations to us under this Agreement are subject to
all the provisions of any underwriting agreements you have or may enter into
with the Fund. We understand and agree that in performing our services covered
by this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plan shall be
construed to constitute us or any of our agents, employees or representatives as
your agent, partner or employee, or the agent, partner or employee of the Fund.
9. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event the Plan is
terminated.
10. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class A voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to you at your principal place of business, may terminate this Agreement. You
may also terminate this Agreement for cause on violation by us of any of the
provisions of this Agreement, said termination to become effective on the date
of mailing notice to us of such termination. Without limiting the generality of
the foregoing and any provision hereof to the contrary notwithstanding, our
expulsion from the NASD will automatically terminate this Agreement without
notice; our suspension from the NASD or violation of applicable state or Federal
laws or rules and regulations of authorized regulatory agencies will terminate
this Agreement effective upon date of mailing notice to us of such termination.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause.
11. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class A shareholders individually but
are binding only upon the assets and property of the Fund.
12. All communications to you shall be sent to you at your
offices at 1675 Broadway, New York, N.Y. 10019. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown on this Agreement.
-3-
<PAGE>
13. This Agreement shall become effective as of the date when
it is executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
-----------------------------------------
(Broker/Dealer)
By:
--------------------------------------
Name:
Title:
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
ACCEPTED:
TOCQUEVILLE SECURITIES L.P.
By:
--------------------------------
Name:
Title:
Dated:
-4-
<PAGE>
The Tocqueville Asia-Pacific Fund
1675 Broadway
New York, New York 10019
Re: Shareholder Service Agreement for
The Tocqueville Asia-Pacific Fund - Class A Shares
Gentlemen:
We understand that The Tocqueville Asia-Pacific Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class A shares pursuant to Rule 12b-1 of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
certain persons for distribution assistance and shareholder servicing of the
Fund's Class A shares.
We desire to enter into an Agreement with the Fund for the
servicing of Class A shareholders of, and the administration of Class A
shareholder accounts in, the Fund. Subject to the Fund's acceptance of this
Agreement, the terms and conditions of this Agreement, shall be as follows:
1. We shall provide shareholder and administration services
for certain shareholders of the Fund who purchase Class A shares of the Fund as
a result of their relationship to us, as further designated in Exhibit A hereto
("Qualified Accounts"). Such services may include, without limitation, some or
all of the following: answering inquiries regarding the Fund; assistance in
changing dividend options, account designations and addresses; assistance in
processing purchase and redemption transactions; and such other information and
services as the Fund reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation to provide such information or services.
2. We agree to make available to the Fund, upon the Fund's
request, such information relating to our clients who are beneficial owners of
Fund Class A shares and their transactions in Fund Class A shares as may be
required by applicable laws and regulations or as may be reasonably requested by
the Fund.
3. We shall provide to the Fund copies of the lists of members
of our organization, if any, and make available to the Fund any publications and
other facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Fund, to enable the
Fund to solicit for sale and to sell Class A shares to such members.
4. We shall provide such facilities and personnel (which may
be all or any part of the facilities currently used in our business, or all or
any personnel employed by us)
<PAGE>
as is necessary or beneficial for providing information and services to Class A
shareholders maintaining Qualified Accounts with the Fund, and to assist the
Fund in servicing accounts of such shareholders.
5. Neither we nor any of our employees or agents are
authorized to make any representation concerning Fund Class A shares except
those contained in the then-current Fund Prospectus, copies of which will be
supplied by the Fund to us; and we shall have no authority to act as agent for
the Fund.
6. In consideration of the services and facilities described
herein, we shall be entitled to receive from the Fund such fees as are set forth
in Exhibit B hereto. We understand that the payment of such fees has been
authorized pursuant to the Plan approved by the Trustees and Class A
shareholders of the Fund and shall be paid only so long as the Plan and this
Agreement is in effect.
7. The Fund reserves the right, at the Fund's discretion and
without notice, to suspend the sale of Class A shares or withdraw the sale of
Class A shares of the Fund.
8. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event that the Plan
terminates.
9. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class A voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to the Fund at its principal place of business, may terminate this Agreement.
The Fund may also terminate this Agreement for cause on violation by us of any
of the provisions of this Agreement or in the event that the Plan shall
terminate, said termination to become effective on the date of mailing notice to
us of such termination. The Fund's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any such
cause.
10. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class A shareholders individually but
are binding only upon the assets and property of the Fund.
11. All communications to the Fund shall be sent to the Fund
at the address set forth above. Any notice to us shall be duly given if mailed
or telegraphed to us at the address set forth below.
-2-
<PAGE>
12. This Agreement shall become effective as of the date when
it is executed and dated by the Fund below. This Agreement and all the rights
and obligations of the parties hereunder shall be governed by and construed
under the laws of the State of New York.
-----------------------------------------
(Firm Name)
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
By:
--------------------------------------
Name:
Title:
ACCEPTED:
By:
------------------------------
Name:
Title:
Dated:
-3-
EX-99.B15.(D)
RULE 12B-1 PLAN FOR THE CLASS B SHARES
OF THE TOCQUEVILLE ASIA-PACIFIC FUND
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS B SHARES
A Plan (the "Plan") pertaining to the Class B shares of THE
TOCQUEVILLE ASIA-PACIFIC FUND (the "Fund"), a series of The Tocqueville Trust, a
Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class B shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or
through the Investment Advisor, may make payments periodically (i) to the
Distributor or to any broker-dealer (a "Broker") who is registered under the
Securities Exchange Act of 1934 and a member in good standing of the National
Association of Securities Dealers, Inc. and who has entered into a selected
dealer agreement with the Distributor, (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust on behalf of the Fund, the Investment Advisor or the
Distributor, regarding Class B shares of the Fund owned by shareholders for
which such broker is the dealer or holder of record or such servicing agent has
a servicing relationship, or (iii) for
<PAGE>
expenses associated with distribution of Fund Class B shares, including the
compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such
fees will be paid shall be determined from time to time by the Distributor and
the Investment Advisor, subject to approval by the Board of Trustees of the
Trust.
(c) Payments also may be made for: (i) costs of printing and
distributing the Fund's prospectus, statement of additional information and
reports and prospective investors in the Fund; (ii) costs involved in preparing,
printing and distributing sales literature pertaining to the Fund; (iii) an
allocation of overhead and other branch office distribution-related expenses of
the Distributor; (iv) payments to persons who provide support services in
connection with the distribution of the Fund's Class B shares, including but not
limited to, office space and equipment, telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and providing
any other shareholder services not otherwise provided by the Fund's transfer
agent; (v) any other expense 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, and continuing fees to each
such Broker, which fee shall begin to accrue immediately after the sale of such
shares; and (vi) accruals for interest on the foregoing expenses.
(d) The aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.75% of the average daily net asset value attributable to
Class B shares of the Fund on an annual basis for such
-2-
<PAGE>
fiscal year, or such lesser amounts as determined appropriate. Of this amount,
(i) up to 0.25% 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 Trust on behalf of the Fund, 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 0.50% of the average daily net assets
attributable to the Class B shares) is payable to the Distributor or Brokers.
The Plan will only make payments for expenses actually incurred on a first-in,
first-out basis. The amount of expenses incurred in any year may not exceed the
rate of reimbursement set forth in the Plan. The unreimbursed amounts may be
recovered through future payments under the Plan. Carry-over amounts are not
limited in the number of years they may be carried forward. If the 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, the Distributor
shall be entitled to receive all contingent deferred sales charges paid or
payable with respect to any day subsequent to termination of this Plan.
3. Reports. Quarterly, in each year that this Plan remains in
effect, the Trust's Principal Financial Officer shall prepare and furnish to the
Board of Trustees of the Trust a written report, complying with the requirements
of Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
-3-
<PAGE>
4. Approval of Plan. This Plan shall become effective upon
approval of the Plan, the form of Selected Dealer Agreement and the form of
Shareholder Service Agreement, by the majority votes of both (a) the Board of
Trustees and the Qualified Trustees (as defined in Section 6), cast in person at
a meeting called for the purpose of voting on the Plan and (b) the outstanding
Class B voting securities of the Fund, as defined in Section 2(a)(42) of the
Act.
5. Term. This Plan shall remain in effect for one year from
its adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class B shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the Board of Trustees, and of the Qualified Trustees (as hereinafter
defined), cast in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a
majority vote of the Trustees who are not interested persons (as defined in
section 2(a)(19) of the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan (the "Qualified Trustees") or by vote of a majority of the outstanding
Class B voting securities of the Fund, as defined in section 2(a)(42) of the
Act.
-4-
<PAGE>
7. Nomination of "Disinterested" Trustees. While this Plan
shall be in effect, the selection and nomination of the "disinterested" Trustees
of the Trust shall be committed to the discretion of the Qualified Trustees then
in office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i)
a Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the
Fund shall be under any obligation because of this Plan to execute any Selected
Dealer Agreement with any Broker or any Shareholder Service Agreement with any
person or organization.
(c) All agreements with any person or organization relating to
the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
-5-
<PAGE>
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Re: Selected Dealer Agreement for
The Tocqueville Asia-Pacific Fund - Class B Shares
Gentlemen:
We understand that The Tocqueville Asia-Pacific Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class B shares pursuant to Rule 12b-l of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
selected brokers for distribution assistance of the Fund's Class B shares.
We desire to enter into an Agreement with you for the sale and
distribution of the Class B shares of the Fund for which you are Distributor and
whose Class B shares are offered to the public at net asset value as set forth
in the current prospectus. Upon acceptance of this Agreement by you, we
understand that we may offer and sell Class B shares of the Fund, subject,
however, to all of the terms and conditions hereof and to your right to suspend
or terminate the sale of such securities.
1. We understand that the Class B shares of the Fund covered
by this agreement will be offered and sold at the public offering price. The
public offering price is the net asset value described in the Fund's current
Prospectus in effect at the time the order for such shares is confirmed and
accepted on your behalf by the Fund. We further understand that all purchase
requests and applications submitted by us are subject to acceptance or rejection
in the Fund's or your sole discretion.
2. We certify that we are members of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain Membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, Class B shares of the Fund in any state or jurisdiction
where they are not exempt from registration or have not been qualified for sale.
<PAGE>
3. We will offer and sell the Class B shares of the Fund
covered by this Agreement only in accordance with the terms and conditions of
its then current Prospectus, and we will make no representations not included in
said Prospectus or in any authorized supplemental material supplied by you. We
will use our best efforts in the development and promotion of sales of the Class
B shares covered by this Agreement and agree to be responsible for the proper
instruction and training of all sales personnel employed by us, in order that
the Class B shares will be offered in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations. We agree to
hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to you; and in the event you
determine to refund any amount paid by any investor by reason of any such
violation on our part, we shall return to you any distribution assistance
payments previously paid or allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. For purposes of this Agreement "Qualified Accounts" shall
mean: accounts of customers of ours who have purchased Fund Class B shares and
who use our facilities to communicate with the Fund or to effect redemptions or
additional purchases of Fund Class B shares and with respect to which we provide
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Fund; assistance to customers in
changing dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Fund Class B shares of customer account cash balances; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by us; arranging for bank wires; and such other information
and services as you reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you such fees as are set forth in
the Plan for Payment of Certain Expenses for Distribution or Shareholder
Servicing Assistance of Class B Shares (the "Plan") and as described in Exhibit
A. We understand that the payment of such fees has been authorized pursuant to a
Plan approved by the Board of Trustees and Class B shareholders of the Fund and
shall be paid only so long as this Agreement is in effect.
6. The frequency of payment, the terms of any right to sell in
a territory, and any other supplemental terms, conditions or qualifications for
us to receive such payments are subject to change by you from time to time, upon
30 days' written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Fund or you. Such 30-day period may be waived at your sole option
in the event such change increases the distribution assistance payments due us.
-2-
<PAGE>
7. Payment for Class B shares shall be made to the Fund and
shall be received by the Fund promptly after the acceptance of our order. If
such payment is not received by the Fund, we understand that the Fund reserves
the right without notice, forthwith to cancel the sale, or, at the Fund's
option, to sell the Class B shares ordered by us back to the Fund in which
latter case we may be held responsible for any loss, including loss of profit,
suffered by the Fund resulting from our failure to make payments aforesaid.
8. Your obligations to us under this Agreement are subject to
all the provisions of any underwriting agreements you have or may enter into
with the Fund. We understand and agree that in performing our services covered
by this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plan shall be
construed to constitute us or any of our agents, employees or representatives as
your agent, partner or employee, or the agent, partner or employee of the Fund.
9. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event the Plan is
terminated.
10. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class B voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to you at your principal place of business, may terminate this Agreement. You
may also terminate this Agreement for cause on violation by us of any of the
provisions of this Agreement, said termination to become effective on the date
of mailing notice to us of such termination. Without limiting the generality of
the foregoing and any provision hereof to the contrary notwithstanding, our
expulsion from the NASD will automatically terminate this Agreement without
notice; our suspension from the NASD or violation of applicable state or Federal
laws or rules and regulations of authorized regulatory agencies will terminate
this Agreement effective upon date of mailing notice to us of such termination.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause.
11. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class B shareholders individually but
are binding only upon the assets and property of the Fund.
12. All communications to you shall be sent to you at your
offices at 1675 Broadway, New York, N.Y. 10019. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown on this Agreement.
-3-
<PAGE>
13. This Agreement shall become effective as of the date when
it is executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
-----------------------------------------
(Broker/Dealer)
By:
--------------------------------------
Name:
Title:
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
ACCEPTED:
TOCQUEVILLE SECURITIES L.P.
By:
----------------------------------
Name:
Title:
Dated:
-4-
<PAGE>
The Tocqueville Asia-Pacific Fund
1675 Broadway
New York, New York 10019
Re: Shareholder Service Agreement for
The Tocqueville Asia-Pacific Fund - Class B Shares
Gentlemen:
We understand that The Tocqueville Asia-Pacific Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class B shares pursuant to Rule 12b-1 of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
certain persons for distribution assistance and shareholder servicing of the
Fund's Class B shares.
We desire to enter into an Agreement with the Fund for the
servicing of Class B shareholders of, and the administration of Class B
shareholder accounts in, the Fund. Subject to the Fund's acceptance of this
Agreement, the terms and conditions of this Agreement, shall be as follows:
1. We shall provide shareholder and administration services
for certain shareholders of the Fund who purchase Class B shares of the Fund as
a result of their relationship to us, as further designated in Exhibit A hereto
("Qualified Accounts"). Such services may include, without limitation, some or
all of the following: answering inquiries regarding the Fund; assistance in
changing dividend options, account designations and addresses; assistance in
processing purchase and redemption transactions; and such other information and
services as the Fund reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation to provide such information or services.
2. We agree to make available to the Fund, upon the Fund's
request, such information relating to our clients who are beneficial owners of
Fund Class B shares and their transactions in Fund Class B shares as may be
required by applicable laws and regulations or as may be reasonably requested by
the Fund.
3. We shall provide to the Fund copies of the lists of members
of our organization, if any, and make available to the Fund any publications and
other facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Fund, to enable the
Fund to solicit for sale and to sell Class B shares to such members.
4. We shall provide such facilities and personnel (which may
be all or any part of the facilities currently used in our business, or all or
any personnel employed by us)
<PAGE>
as is necessary or beneficial for providing information and services to Class B
shareholders maintaining Qualified Accounts with the Fund, and to assist the
Fund in servicing accounts of such shareholders.
5. Neither we nor any of our employees or agents are
authorized to make any representation concerning Fund Class B shares except
those contained in the then-current Fund Prospectus, copies of which will be
supplied by the Fund to us; and we shall have no authority to act as agent for
the Fund.
6. In consideration of the services and facilities described
herein, we shall be entitled to receive from the Fund such fees as are set forth
in Exhibit B hereto. We understand that the payment of such fees has been
authorized pursuant to the Plan approved by the Trustees and Class B
shareholders of the Fund and shall be paid only so long as the Plan and this
Agreement is in effect.
7. The Fund reserves the right, at the Fund's discretion and
without notice, to suspend the sale of Class B shares or withdraw the sale of
Class B shares of the Fund.
8. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event that the Plan
terminates.
9. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class B voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to the Fund at its principal place of business, may terminate this Agreement.
The Fund may also terminate this Agreement for cause on violation by us of any
of the provisions of this Agreement or in the event that the Plan shall
terminate, said termination to become effective on the date of mailing notice to
us of such termination. The Fund's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any such
cause.
10. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class B shareholders individually but
are binding only upon the assets and property of the Fund.
11. All communications to the Fund shall be sent to the Fund
at the address set forth above. Any notice to us shall be duly given if mailed
or telegraphed to us at the address set forth below.
-2-
<PAGE>
12. This Agreement shall become effective as of the date when
it is executed and dated by the Fund below. This Agreement and all the rights
and obligations of the parties hereunder shall be governed by and construed
under the laws of the State of New York.
-----------------------------------------
(Firm Name)
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
By:
--------------------------------------
Name:
Title:
ACCEPTED:
By:
---------------------------------
Name:
Title:
Dated:
-3-
EX-99.B15.(E)
RULE 12B-1 PLAN FOR THE CLASS A
SHARES OF THE TOCQUEVILLE EUROPE FUND
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS A SHARES
A Plan (the "Plan") pertaining to the Class A shares of THE
TOCQUEVILLE EUROPE FUND (the "Fund"), a series of The Tocqueville Trust, a
Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class A shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or
through the Investment Advisor, may make payments periodically (i) to the
Distributor or to any broker-dealer (a "Broker") who is registered under the
Securities Exchange Act of 1934 and a member in good standing of the National
Association of Securities Dealers, Inc. and who has entered into a selected
dealer agreement with the Distributor, (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust on behalf of the Fund, the Investment Advisor or the
Distributor, regarding Class A shares of the Fund owned by shareholders for
which such broker is the dealer or holder of record or such servicing agent has
a servicing relationship, or (iii) for
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expenses associated with distribution of Fund Class A shares, including the
compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such
fees will be paid shall be determined from time to time by the Distributor and
the Investment Advisor, subject to approval by the Board of Trustees of the
Trust.
(c) Payments may also be made for any advertising and
promotional expenses relating to selling efforts, including but not limited to
the incremental costs of printing prospectuses, statements of additional
information, annual reports and other periodic reports for distribution to
persons who are not Class A shareholders of the Fund; the costs of preparing and
distributing any other supplemental sales literature; costs of radio,
television, newspaper and other advertising; telecommunications expenses,
including the cost of telephones, telephone lines and other communications
equipment, incurred by or for the Distributor in carrying out its obligations
under the Distribution Agreement.
(d) The aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.25% of the average daily net asset value attributable to
Class A shares of the Fund on an annual basis for such fiscal year, or such
lesser amounts as determined appropriate. The Plan will only make payments for
expenses actually incurred on a first-in, first-out basis. The amount of
expenses incurred in any year may not exceed the rate of reimbursement set forth
in the Plan. The unreimbursed amounts may be recovered through future payments
under the Plan. Carry-over amounts are not limited in the number of years they
may be carried forward. If
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<PAGE>
the 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.
3. Reports. Quarterly, in each year that this Plan remains in
effect, the Trust's Principal Financial Officer shall prepare and furnish to the
Board of Trustees of the Trust a written report, complying with the requirements
of Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
4. Approval of Plan. This Plan shall become effective upon
approval of the Plan, the form of Selected Dealer Agreement and the form of
Shareholder Service Agreement, by the majority votes of both (a) the Board of
Trustees and the Qualified Trustees (as defined in Section 6), cast in person at
a meeting called for the purpose of voting on the Plan and (b) the outstanding
Class A voting securities of the Fund, as defined in Section 2(a)(42) of the
Act.
5. Term. This Plan shall remain in effect for one year from
its adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class A shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the
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<PAGE>
Board of Trustees, and of the Qualified Trustees (as hereinafter defined), cast
in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a
majority vote of the Trustees who are not interested persons (as defined in
section 2(a)(19) of the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan (the "Qualified Trustees") or by vote of a majority of the outstanding
Class A voting securities of the Fund, as defined in section 2(a)(42) of the
Act.
7. Nomination of "Disinterested" Trustees. While this Plan
shall be in effect, the selection and nomination of the "disinterested" Trustees
of the Trust shall be committed to the discretion of the Qualified Trustees then
in office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i)
a Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the
Fund shall be under any obligation because of this Plan to execute any Selected
Dealer Agreement with any Broker or any Shareholder Service Agreement with any
person or organization.
(c) All agreements with any person or organization relating to
the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
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<PAGE>
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Re: Selected Dealer Agreement for
The Tocqueville Europe Fund - Class A Shares
Gentlemen:
We understand that The Tocqueville Europe Fund (the "Fund"), a
series of The Tocqueville Trust (the "Trust"), has adopted a plan (the "Plan")
pertaining to its Class A shares pursuant to Rule 12b-l of the Investment
Company Act of 1940, as amended (the "Act"), for making payments to selected
brokers for distribution assistance of the Fund's Class A shares.
We desire to enter into an Agreement with you for the sale and
distribution of the Class A shares of the Fund for which you are Distributor and
whose Class A shares are offered to the public at net asset value plus any
initial sales charge as set forth in the current prospectus. Upon acceptance of
this Agreement by you, we understand that we may offer and sell Class A shares
of the Fund, subject, however, to all of the terms and conditions hereof and to
your right to suspend or terminate the sale of such securities.
1. We understand that the Class A shares of the Fund covered
by this agreement will be offered and sold at the public offering price. The
public offering price is the net asset value described in the Fund's current
Prospectus in effect at the time the order for such shares is confirmed and
accepted on your behalf by the Fund plus any initial sales charge. We further
understand that all purchase requests and applications submitted by us are
subject to acceptance or rejection in the Fund's or your sole discretion.
2. We certify that we are members of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain Membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, Class A shares of the Fund in any state or jurisdiction
where they are not exempt from registration or have not been qualified for sale.
<PAGE>
3. We will offer and sell the Class A shares of the Fund
covered by this Agreement only in accordance with the terms and conditions of
its then current Prospectus, and we will make no representations not included in
said Prospectus or in any authorized supplemental material supplied by you. We
will use our best efforts in the development and promotion of sales of the Class
A shares covered by this Agreement and agree to be responsible for the proper
instruction and training of all sales personnel employed by us, in order that
the Class A shares will be offered in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations. We agree to
hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to you; and in the event you
determine to refund any amount paid by any investor by reason of any such
violation on our part, we shall return to you any distribution assistance
payments previously paid or allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. For purposes of this Agreement "Qualified Accounts" shall
mean: accounts of customers of ours who have purchased Fund Class A shares and
who use our facilities to communicate with the Fund or to effect redemptions or
additional purchases of Fund Class A shares and with respect to which we provide
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Fund; assistance to customers in
changing dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Fund Class A shares of customer account cash balances; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by us; arranging for bank wires; and such other information
and services as you reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you such fees as are set forth in
the Plan for Payment of Certain Expenses for Distribution or Shareholder
Servicing Assistance of Class A Shares (the "Plan") and as described in Exhibit
A. We understand that the payment of such fees has been authorized pursuant to a
Plan approved by the Board of Trustees and Class A shareholders of the Fund and
shall be paid only so long as this Agreement is in effect.
6. The frequency of payment, the terms of any right to sell in
a territory, and any other supplemental terms, conditions or qualifications for
us to receive such payments are subject to change by you from time to time, upon
30 days' written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Fund or you. Such 30-day period may be waived at
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<PAGE>
your sole option in the event such change increases the distribution assistance
payments due us.
7. Payment for Class A shares shall be made to the Fund and
shall be received by the Fund promptly after the acceptance of our order. If
such payment is not received by the Fund, we understand that the Fund reserves
the right without notice, forthwith to cancel the sale, or, at the Fund's
option, to sell the Class A shares ordered by us back to the Fund in which
latter case we may be held responsible for any loss, including loss of profit,
suffered by the Fund resulting from our failure to make payments aforesaid.
8. Your obligations to us under this Agreement are subject to
all the provisions of any underwriting agreements you have or may enter into
with the Fund. We understand and agree that in performing our services covered
by this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plan shall be
construed to constitute us or any of our agents, employees or representatives as
your agent, partner or employee, or the agent, partner or employee of the Fund.
9. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event the Plan is
terminated.
10. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class A voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to you at your principal place of business, may terminate this Agreement. You
may also terminate this Agreement for cause on violation by us of any of the
provisions of this Agreement, said termination to become effective on the date
of mailing notice to us of such termination. Without limiting the generality of
the foregoing and any provision hereof to the contrary notwithstanding, our
expulsion from the NASD will automatically terminate this Agreement without
notice; our suspension from the NASD or violation of applicable state or Federal
laws or rules and regulations of authorized regulatory agencies will terminate
this Agreement effective upon date of mailing notice to us of such termination.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause.
11. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class A shareholders individually but
are binding only upon the assets and property of the Fund.
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<PAGE>
12. All communications to you shall be sent to you at your
offices at 1675 Broadway, New York, N.Y. 10019. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown on this Agreement.
13. This Agreement shall become effective as of the date when
it is executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
-----------------------------------------
(Broker/Dealer)
By:
--------------------------------------
Name:
Title:
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
ACCEPTED:
TOCQUEVILLE SECURITIES L.P.
By:
--------------------------------
Name:
Title:
Dated:
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<PAGE>
The Tocqueville Europe Fund
1675 Broadway
New York, New York 10019
Re: Shareholder Service Agreement for
The Tocqueville Europe Fund - Class A Shares
Gentlemen:
We understand that The Tocqueville Europe Fund (the "Fund"), a
series of The Tocqueville Trust (the "Trust"), has adopted a plan (the "Plan")
pertaining to its Class A shares pursuant to Rule 12b-1 of the Investment
Company Act of 1940, as amended (the "Act"), for making payments to certain
persons for distribution assistance and shareholder servicing of the Fund's
Class A shares.
We desire to enter into an Agreement with the Fund for the
servicing of Class A shareholders of, and the administration of Class A
shareholder accounts in, the Fund. Subject to the Fund's acceptance of this
Agreement, the terms and conditions of this Agreement, shall be as follows:
1. We shall provide shareholder and administration services
for certain shareholders of the Fund who purchase Class A shares of the Fund as
a result of their relationship to us, as further designated in Exhibit A hereto
("Qualified Accounts"). Such services may include, without limitation, some or
all of the following: answering inquiries regarding the Fund; assistance in
changing dividend options, account designations and addresses; assistance in
processing purchase and redemption transactions; and such other information and
services as the Fund reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation to provide such information or services.
2. We agree to make available to the Fund, upon the Fund's
request, such information relating to our clients who are beneficial owners of
Fund Class A shares and their transactions in Fund Class A shares as may be
required by applicable laws and regulations or as may be reasonably requested by
the Fund.
3. We shall provide to the Fund copies of the lists of members
of our organization, if any, and make available to the Fund any publications and
other facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Fund, to enable the
Fund to solicit for sale and to sell Class A shares to such members.
<PAGE>
4. We shall provide such facilities and personnel (which may
be all or any part of the facilities currently used in our business, or all or
any personnel employed by us) as is necessary or beneficial for providing
information and services to Class A shareholders maintaining Qualified Accounts
with the Fund, and to assist the Fund in servicing accounts of such
shareholders.
5. Neither we nor any of our employees or agents are
authorized to make any representation concerning Fund Class A shares except
those contained in the then-current Fund Prospectus, copies of which will be
supplied by the Fund to us; and we shall have no authority to act as agent for
the Fund.
6. In consideration of the services and facilities described
herein, we shall be entitled to receive from the Fund such fees as are set forth
in Exhibit B hereto. We understand that the payment of such fees has been
authorized pursuant to the Plan approved by the Trustees and Class A
shareholders of the Fund and shall be paid only so long as the Plan and this
Agreement is in effect.
7. The Fund reserves the right, at the Fund's discretion and
without notice, to suspend the sale of Class A shares or withdraw the sale of
Class A shares of the Fund.
8. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event that the Plan
terminates.
9. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class A voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to the Fund at its principal place of business, may terminate this Agreement.
The Fund may also terminate this Agreement for cause on violation by us of any
of the provisions of this Agreement or in the event that the Plan shall
terminate, said termination to become effective on the date of mailing notice to
us of such termination. The Fund's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any such
cause.
10. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class A shareholders individually but
are binding only upon the assets and property of the Fund.
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<PAGE>
11. All communications to the Fund shall be sent to the Fund
at the address set forth above. Any notice to us shall be duly given if mailed
or telegraphed to us at the address set forth below.
12. This Agreement shall become effective as of the date when
it is executed and dated by the Fund below. This Agreement and all the rights
and obligations of the parties hereunder shall be governed by and construed
under the laws of the State of New York.
-----------------------------------------
(Firm Name)
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
By:
--------------------------------------
Name:
Title:
ACCEPTED:
By:
------------------------------
Name:
Title:
Dated:
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EX-99.B15.(F)
RULE 12B-1 PLAN FOR THE CLASS B
SHARES OF THE TOCQUEVILLE EUROPE FUND
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS B SHARES
A Plan (the "Plan") pertaining to the Class B shares of THE
TOCQUEVILLE EUROPE FUND (the "Fund"), a series of The Tocqueville Trust, a
Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class B shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or
through the Investment Advisor, may make payments periodically (i) to the
Distributor or to any broker-dealer (a "Broker") who is registered under the
Securities Exchange Act of 1934 and a member in good standing of the National
Association of Securities Dealers, Inc. and who has entered into a selected
dealer agreement with the Distributor, (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust on behalf of the Fund, the Investment Advisor or the
Distributor, regarding Class B shares of the Fund owned by shareholders for
which such broker is the dealer or holder of record or such servicing agent has
a servicing relationship, or (iii) for
<PAGE>
expenses associated with distribution of Fund Class B shares, including the
compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such
fees will be paid shall be determined from time to time by the Distributor and
the Investment Advisor, subject to approval by the Board of Trustees of the
Trust.
(c) Payments also may be made for: (i) costs of printing and
distributing the Fund's prospectus, statement of additional information and
reports and prospective investors in the Fund; (ii) costs involved in preparing,
printing and distributing sales literature pertaining to the Fund; (iii) an
allocation of overhead and other branch office distribution-related expenses of
the Distributor; (iv) payments to persons who provide support services in
connection with the distribution of the Fund's Class B shares, including but not
limited to, office space and equipment, telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and providing
any other shareholder services not otherwise provided by the Fund's transfer
agent; (v) any other expense 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, and continuing fees to each
such Broker, which fee shall begin to accrue immediately after the sale of such
shares; and (vi) accruals for interest on the foregoing expenses.
(d) The aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.75% of the average daily net asset value attributable to
Class B shares of the Fund on an annual basis for such
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<PAGE>
fiscal year, or such lesser amounts as determined appropriate. Of this amount,
(i) up to 0.25% 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 Trust on behalf of Fund, 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 0.50% of the average daily net assets
attributable to the Class B shares) is payable to the Distributor or Brokers.
The Plan will only make payments for expenses actually incurred on a first-in,
first-out basis. The amount of expenses incurred in any year may not exceed the
rate of reimbursement set forth in the Plan. The unreimbursed amounts may be
recovered through future payments under the Plan. Carry-over amounts are not
limited in the number of years they may be carried forward. If the 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, the Distributor
shall be entitled to receive all contingent deferred sales charges paid or
payable with respect to any day subsequent to termination of this Plan.
3. Reports. Quarterly, in each year that this Plan remains in
effect, the Trust's Principal Financial Officer shall prepare and furnish to the
Board of Trustees of the Trust a written report, complying with the requirements
of Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
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<PAGE>
4. Approval of Plan. This Plan shall become effective upon
approval of the Plan, the form of Selected Dealer Agreement and the form of
Shareholder Service Agreement, by the majority votes of both (a) the Board of
Trustees and the Qualified Trustees (as defined in Section 6), cast in person at
a meeting called for the purpose of voting on the Plan and (b) the outstanding
Class B voting securities of the Fund, as defined in Section 2(a)(42) of the
Act.
5. Term. This Plan shall remain in effect for one year from
its adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class B shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the Board of Trustees, and of the Qualified Trustees (as hereinafter
defined), cast in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a
majority vote of the Trustees who are not interested persons (as defined in
section 2(a)(19) of the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan (the "Qualified Trustees") or by vote of a majority of the outstanding
Class B voting securities of the Fund, as defined in section 2(a)(42) of the
Act.
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<PAGE>
7. Nomination of "Disinterested" Trustees. While this Plan
shall be in effect, the selection and nomination of the "disinterested" Trustees
of the Trust shall be committed to the discretion of the Qualified Trustees then
in office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i)
a Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the
Fund shall be under any obligation because of this Plan to execute any Selected
Dealer Agreement with any Broker or any Shareholder Service Agreement with any
person or organization.
(c) All agreements with any person or organization relating to
the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
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<PAGE>
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Re: Selected Dealer Agreement for
The Tocqueville Europe Fund - Class B Shares
Gentlemen:
We understand that The Tocqueville Europe Fund (the "Fund"), a
series of The Tocqueville Trust (the "Trust"), has adopted a plan (the "Plan")
pertaining to its Class B shares pursuant to Rule 12b-l of the Investment
Company Act of 1940, as amended (the "Act"), for making payments to selected
brokers for distribution assistance of the Fund's Class B shares.
We desire to enter into an Agreement with you for the sale and
distribution of the Class B shares of the Fund for which you are Distributor and
whose Class B shares are offered to the public at net asset value as set forth
in the current prospectus. Upon acceptance of this Agreement by you, we
understand that we may offer and sell Class B shares of the Fund, subject,
however, to all of the terms and conditions hereof and to your right to suspend
or terminate the sale of such securities.
1. We understand that the Class B shares of the Fund covered
by this agreement will be offered and sold at the public offering price. The
public offering price is the net asset value described in the Fund's current
Prospectus in effect at the time the order for such shares is confirmed and
accepted on your behalf by the Fund. We further understand that all purchase
requests and applications submitted by us are subject to acceptance or rejection
in the Fund's or your sole discretion.
2. We certify that we are members of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain Membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, Class B shares of the Fund in any state or jurisdiction
where they are not exempt from registration or have not been qualified for sale.
<PAGE>
3. We will offer and sell the Class B shares of the Fund
covered by this Agreement only in accordance with the terms and conditions of
its then current Prospectus, and we will make no representations not included in
said Prospectus or in any authorized supplemental material supplied by you. We
will use our best efforts in the development and promotion of sales of the Class
B shares covered by this Agreement and agree to be responsible for the proper
instruction and training of all sales personnel employed by us, in order that
the Class B shares will be offered in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations. We agree to
hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to you; and in the event you
determine to refund any amount paid by any investor by reason of any such
violation on our part, we shall return to you any distribution assistance
payments previously paid or allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. For purposes of this Agreement "Qualified Accounts" shall
mean: accounts of customers of ours who have purchased Fund Class B shares and
who use our facilities to communicate with the Fund or to effect redemptions or
additional purchases of Fund Class B shares and with respect to which we provide
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Fund; assistance to customers in
changing dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Fund Class B shares of customer account cash balances; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by us; arranging for bank wires; and such other information
and services as you reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you such fees as are set forth in
the Plan for Payment of Certain Expenses for Distribution or Shareholder
Servicing Assistance of Class B Shares (the "Plan") and as described in Exhibit
A. We understand that the payment of such fees has been authorized pursuant to a
Plan approved by the Board of Trustees and Class B shareholders of the Fund and
shall be paid only so long as this Agreement is in effect.
6. The frequency of payment, the terms of any right to sell in
a territory, and any other supplemental terms, conditions or qualifications for
us to receive such payments are subject to change by you from time to time, upon
30 days' written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Fund or you. Such 30-day period may be waived at your sole option
in the event such change increases the distribution assistance payments due us.
-2-
<PAGE>
7. Payment for Class B shares shall be made to the Fund and
shall be received by the Fund promptly after the acceptance of our order. If
such payment is not received by the Fund, we understand that the Fund reserves
the right without notice, forthwith to cancel the sale, or, at the Fund's
option, to sell the Class B shares ordered by us back to the Fund in which
latter case we may be held responsible for any loss, including loss of profit,
suffered by the Fund resulting from our failure to make payments aforesaid.
8. Your obligations to us under this Agreement are subject to
all the provisions of any underwriting agreements you have or may enter into
with the Fund. We understand and agree that in performing our services covered
by this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plan shall be
construed to constitute us or any of our agents, employees or representatives as
your agent, partner or employee, or the agent, partner or employee of the Fund.
9. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event the Plan is
terminated.
10. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class B voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to you at your principal place of business, may terminate this Agreement. You
may also terminate this Agreement for cause on violation by us of any of the
provisions of this Agreement, said termination to become effective on the date
of mailing notice to us of such termination. Without limiting the generality of
the foregoing and any provision hereof to the contrary notwithstanding, our
expulsion from the NASD will automatically terminate this Agreement without
notice; our suspension from the NASD or violation of applicable state or Federal
laws or rules and regulations of authorized regulatory agencies will terminate
this Agreement effective upon date of mailing notice to us of such termination.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause.
11. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class B shareholders individually but
are binding only upon the assets and property of the Fund.
12. All communications to you shall be sent to you at your
offices at 1675 Broadway, New York, N.Y. 10019. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown on this Agreement.
-3-
<PAGE>
13. This Agreement shall become effective as of the date when
it is executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
-----------------------------------------
(Broker/Dealer)
By:
--------------------------------------
Name:
Title:
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
ACCEPTED:
TOCQUEVILLE SECURITIES L.P.
By:
----------------------------------
Name:
Title:
Dated:
-4-
<PAGE>
The Tocqueville Europe Fund
1675 Broadway
New York, New York 10019
Re: Shareholder Service Agreement for
The Tocqueville Europe Fund - Class B Shares
Gentlemen:
We understand that The Tocqueville Europe Fund (the "Fund"), a
series of The Tocqueville Trust (the "Trust"), has adopted a plan (the "Plan")
pertaining to its Class B shares pursuant to Rule 12b-1 of the Investment
Company Act of 1940, as amended (the "Act"), for making payments to certain
persons for distribution assistance and shareholder servicing of the Fund's
Class B shares.
We desire to enter into an Agreement with the Fund for the
servicing of Class B shareholders of, and the administration of Class B
shareholder accounts in, the Fund. Subject to the Fund's acceptance of this
Agreement, the terms and conditions of this Agreement, shall be as follows:
1. We shall provide shareholder and administration services
for certain shareholders of the Fund who purchase Class B shares of the Fund as
a result of their relationship to us, as further designated in Exhibit A hereto
("Qualified Accounts"). Such services may include, without limitation, some or
all of the following: answering inquiries regarding the Fund; assistance in
changing dividend options, account designations and addresses; assistance in
processing purchase and redemption transactions; and such other information and
services as the Fund reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation to provide such information or services.
2. We agree to make available to the Fund, upon the Fund's
request, such information relating to our clients who are beneficial owners of
Fund Class B shares and their transactions in Fund Class B shares as may be
required by applicable laws and regulations or as may be reasonably requested by
the Fund.
3. We shall provide to the Fund copies of the lists of members
of our organization, if any, and make available to the Fund any publications and
other facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Fund, to enable the
Fund to solicit for sale and to sell Class B shares to such members.
4. We shall provide such facilities and personnel (which may
be all or any part of the facilities currently used in our business, or all or
any personnel employed by us)
<PAGE>
as is necessary or beneficial for providing information and services to Class B
shareholders maintaining Qualified Accounts with the Fund, and to assist the
Fund in servicing accounts of such shareholders.
5. Neither we nor any of our employees or agents are
authorized to make any representation concerning Fund Class B shares except
those contained in the then-current Fund Prospectus, copies of which will be
supplied by the Fund to us; and we shall have no authority to act as agent for
the Fund.
6. In consideration of the services and facilities described
herein, we shall be entitled to receive from the Fund such fees as are set forth
in Exhibit B hereto. We understand that the payment of such fees has been
authorized pursuant to the Plan approved by the Trustees and Class B
shareholders of the Fund and shall be paid only so long as the Plan and this
Agreement is in effect.
7. The Fund reserves the right, at the Fund's discretion and
without notice, to suspend the sale of Class B shares or withdraw the sale of
Class B shares of the Fund.
8. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event that the Plan
terminates.
9. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class B voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to the Fund at its principal place of business, may terminate this Agreement.
The Fund may also terminate this Agreement for cause on violation by us of any
of the provisions of this Agreement or in the event that the Plan shall
terminate, said termination to become effective on the date of mailing notice to
us of such termination. The Fund's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any such
cause.
10. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class B shareholders individually but
are binding only upon the assets and property of the Fund.
11. All communications to the Fund shall be sent to the Fund
at the address set forth above. Any notice to us shall be duly given if mailed
or telegraphed to us at the address set forth below.
-2-
<PAGE>
12. This Agreement shall become effective as of the date when
it is executed and dated by the Fund below. This Agreement and all the rights
and obligations of the parties hereunder shall be governed by and construed
under the laws of the State of New York.
-----------------------------------------
(Firm Name)
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
By:
--------------------------------------
Name:
Title:
ACCEPTED:
By:
--------------------------
Name:
Title:
Dated:
-3-
EX-99.B15.(G)
RULE 12B-1 PLAN FOR THE CLASS A SHARES
OF THE TOCQUEVILLE SMALL CAP VALUE FUND
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS A SHARES
A Plan (the "Plan") pertaining to the Class A shares of THE
TOCQUEVILLE SMALL CAP VALUE FUND (the "Fund"), a series of The Tocqueville
Trust, a Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class A shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or
through the Investment Advisor, may make payments periodically (i) to the
Distributor or to any broker-dealer (a "Broker") who is registered under the
Securities Exchange Act of 1934 and a member in good standing of the National
Association of Securities Dealers, Inc. and who has entered into a selected
dealer agreement with the Distributor, (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust on behalf of the Fund, the Investment Advisor or the
Distributor, regarding Class A shares of the Fund owned by shareholders for
which such broker is the
<PAGE>
dealer or holder of record or such servicing agent has a servicing relationship,
or (iii) for expenses associated with distribution of Fund Class A shares,
including the compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such
fees will be paid shall be determined from time to time by the Distributor and
the Investment Advisor, subject to approval by the Board of Trustees of the
Trust.
(c) Payments may also be made for any advertising and
promotional expenses relating to selling efforts, including but not limited to
the incremental costs of printing prospectuses, statements of additional
information, annual reports and other periodic reports for distribution to
persons who are not Class A shareholders of the Fund; the costs of preparing and
distributing any other supplemental sales literature; costs of radio,
television, newspaper and other advertising; telecommunications expenses,
including the cost of telephones, telephone lines and other communications
equipment, incurred by or for the Distributor in carrying out its obligations
under the Distribution Agreement.
(d) The aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.25% of the average daily net asset value attributable to
Class A shares of the Fund on an annual basis for such fiscal year, or such
lesser amounts as determined appropriate. The Plan will only make payments for
expenses actually incurred on a first-in, first-out basis. The amount of
expenses incurred in any year may not exceed the rate of reimbursement set forth
in the Plan. The unreimbursed amounts may be recovered through future payments
under the Plan.
-2-
<PAGE>
Carry-over amounts are not limited in the number of years they may be carried
forward. If the 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.
3. Reports. Quarterly, in each year that this Plan remains in
effect, the Trust's Principal Financial Officer shall prepare and furnish to the
Board of Trustees of the Trust a written report, complying with the requirements
of Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
4. Approval of Plan. This Plan shall become effective upon
approval of the Plan, the form of Selected Dealer Agreement and the form of
Shareholder Service Agreement, by the majority votes of both (a) the Board of
Trustees and the Qualified Trustees (as defined in Section 6), cast in person at
a meeting called for the purpose of voting on the Plan and (b) the outstanding
Class A voting securities of the Fund, as defined in Section 2(a)(42) of the
Act.
5. Term. This Plan shall remain in effect for one year from
its adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class A shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the
-3-
<PAGE>
Board of Trustees, and of the Qualified Trustees (as hereinafter defined), cast
in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a
majority vote of the Trustees who are not interested persons (as defined in
section 2(a)(19) of the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan (the "Qualified Trustees") or by vote of a majority of the outstanding
Class A voting securities of the Fund, as defined in section 2(a)(42) of the
Act.
7. Nomination of "Disinterested" Trustees. While this Plan
shall be in effect, the selection and nomination of the "disinterested" Trustees
of the Trust shall be committed to the discretion of the Qualified Trustees then
in office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i)
a Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the
Fund shall be under any obligation because of this Plan to execute any Selected
Dealer Agreement with any Broker or any Shareholder Service Agreement with any
person or organization.
(c) All agreements with any person or organization relating to
the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
-4-
<PAGE>
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Re: Selected Dealer Agreement for
The Tocqueville Small Cap Value Fund - Class A Shares
Gentlemen:
We understand that The Tocqueville Small Cap Value Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class A shares pursuant to Rule 12b-l of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
selected brokers for distribution assistance of the Fund's Class A shares.
We desire to enter into an Agreement with you for the sale and
distribution of the Class A shares of the Fund for which you are Distributor and
whose Class A shares are offered to the public at net asset value plus any
initial sales charge as set forth in the current prospectus. Upon acceptance of
this Agreement by you, we understand that we may offer and sell Class A shares
of the Fund, subject, however, to all of the terms and conditions hereof and to
your right to suspend or terminate the sale of such securities.
1. We understand that the Class A shares of the Fund covered
by this agreement will be offered and sold at the public offering price. The
public offering price is the net asset value described in the Fund's current
Prospectus in effect at the time the order for such shares is confirmed and
accepted on your behalf by the Fund plus any initial sales charge. We further
understand that all purchase requests and applications submitted by us are
subject to acceptance or rejection in the Fund's or your sole discretion.
2. We certify that we are members of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain Membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, Class A shares of the Fund in any state or jurisdiction
where they are not exempt from registration or have not been qualified for sale.
<PAGE>
3. We will offer and sell the Class A shares of the Fund
covered by this Agreement only in accordance with the terms and conditions of
its then current Prospectus, and we will make no representations not included in
said Prospectus or in any authorized supplemental material supplied by you. We
will use our best efforts in the development and promotion of sales of the Class
A shares covered by this Agreement and agree to be responsible for the proper
instruction and training of all sales personnel employed by us, in order that
the Class A shares will be offered in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations. We agree to
hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to you; and in the event you
determine to refund any amount paid by any investor by reason of any such
violation on our part, we shall return to you any distribution assistance
payments previously paid or allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. For purposes of this Agreement "Qualified Accounts" shall
mean: accounts of customers of ours who have purchased Fund Class A shares and
who use our facilities to communicate with the Fund or to effect redemptions or
additional purchases of Fund Class A shares and with respect to which we provide
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Fund; assistance to customers in
changing dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Fund Class A shares of customer account cash balances; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by us; arranging for bank wires; and such other information
and services as you reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you such fees as are set forth in
the Plan for Payment of Certain Expenses for Distribution or Shareholder
Servicing Assistance of Class A Shares (the "Plan") and as described in Exhibit
A. We understand that the payment of such fees has been authorized pursuant to a
Plan approved by the Board of Trustees and Class A shareholders of the Fund and
shall be paid only so long as this Agreement is in effect.
6. The frequency of payment, the terms of any right to sell in
a territory, and any other supplemental terms, conditions or qualifications for
us to receive such payments are subject to change by you from time to time, upon
30 days' written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Fund or you. Such 30-day period may be waived at
-2-
<PAGE>
your sole option in the event such change increases the distribution assistance
payments due us.
7. Payment for Class A shares shall be made to the Fund and
shall be received by the Fund promptly after the acceptance of our order. If
such payment is not received by the Fund, we understand that the Fund reserves
the right without notice, forthwith to cancel the sale, or, at the Fund's
option, to sell the Class A shares ordered by us back to the Fund in which
latter case we may be held responsible for any loss, including loss of profit,
suffered by the Fund resulting from our failure to make payments aforesaid.
8. Your obligations to us under this Agreement are subject to
all the provisions of any underwriting agreements you have or may enter into
with the Fund. We understand and agree that in performing our services covered
by this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plan shall be
construed to constitute us or any of our agents, employees or representatives as
your agent, partner or employee, or the agent, partner or employee of the Fund.
9. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event the Plan is
terminated.
10. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class A voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to you at your principal place of business, may terminate this Agreement. You
may also terminate this Agreement for cause on violation by us of any of the
provisions of this Agreement, said termination to become effective on the date
of mailing notice to us of such termination. Without limiting the generality of
the foregoing and any provision hereof to the contrary notwithstanding, our
expulsion from the NASD will automatically terminate this Agreement without
notice; our suspension from the NASD or violation of applicable state or Federal
laws or rules and regulations of authorized regulatory agencies will terminate
this Agreement effective upon date of mailing notice to us of such termination.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause.
11. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class A shareholders individually but
are binding only upon the assets and property of the Fund.
-3-
<PAGE>
12. All communications to you shall be sent to you at your
offices at 1675 Broadway, New York, N.Y. 10019. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown on this Agreement.
13. This Agreement shall become effective as of the date when
it is executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
-----------------------------------------
(Broker/Dealer)
By:
--------------------------------------
Name:
Title:
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
ACCEPTED:
TOCQUEVILLE SECURITIES L.P.
By:
-----------------------------
Name:
Title:
Dated:
-4-
<PAGE>
The Tocqueville Small Cap Value Fund
1675 Broadway
New York, New York 10019
Re: Shareholder Service Agreement for
The Tocqueville Small Cap Value Fund - Class A Shares
Gentlemen:
We understand that The Tocqueville Small Cap Value Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class A shares pursuant to Rule 12b-1 of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
certain persons for distribution assistance and shareholder servicing of the
Fund's Class A shares.
We desire to enter into an Agreement with the Fund for the
servicing of Class A shareholders of, and the administration of Class A
shareholder accounts in, the Fund. Subject to the Fund's acceptance of this
Agreement, the terms and conditions of this Agreement, shall be as follows:
1. We shall provide shareholder and administration services
for certain shareholders of the Fund who purchase Class A shares of the Fund as
a result of their relationship to us, as further designated in Exhibit A hereto
("Qualified Accounts"). Such services may include, without limitation, some or
all of the following: answering inquiries regarding the Fund; assistance in
changing dividend options, account designations and addresses; assistance in
processing purchase and redemption transactions; and such other information and
services as the Fund reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation to provide such information or services.
2. We agree to make available to the Fund, upon the Fund's
request, such information relating to our clients who are beneficial owners of
Fund Class A shares and their transactions in Fund Class A shares as may be
required by applicable laws and regulations or as may be reasonably requested by
the Fund.
3. We shall provide to the Fund copies of the lists of members
of our organization, if any, and make available to the Fund any publications and
other facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Fund, to enable the
Fund to solicit for sale and to sell Class A shares to such members.
<PAGE>
4. We shall provide such facilities and personnel (which may
be all or any part of the facilities currently used in our business, or all or
any personnel employed by us) as is necessary or beneficial for providing
information and services to Class A shareholders maintaining Qualified Accounts
with the Fund, and to assist the Fund in servicing accounts of such
shareholders.
5. Neither we nor any of our employees or agents are
authorized to make any representation concerning Fund Class A shares except
those contained in the then-current Fund Prospectus, copies of which will be
supplied by the Fund to us; and we shall have no authority to act as agent for
the Fund.
6. In consideration of the services and facilities described
herein, we shall be entitled to receive from the Fund such fees as are set forth
in Exhibit B hereto. We understand that the payment of such fees has been
authorized pursuant to the Plan approved by the Trustees and Class A
shareholders of the Fund and shall be paid only so long as the Plan and this
Agreement is in effect.
7. The Fund reserves the right, at the Fund's discretion and
without notice, to suspend the sale of Class A shares or withdraw the sale of
Class A shares of the Fund.
8. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event that the Plan
terminates.
9. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class A voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to the Fund at its principal place of business, may terminate this Agreement.
The Fund may also terminate this Agreement for cause on violation by us of any
of the provisions of this Agreement or in the event that the Plan shall
terminate, said termination to become effective on the date of mailing notice to
us of such termination. The Fund's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any such
cause.
10. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class A shareholders individually but
are binding only upon the assets and property of the Fund.
-2-
<PAGE>
11. All communications to the Fund shall be sent to the Fund
at the address set forth above. Any notice to us shall be duly given if mailed
or telegraphed to us at the address set forth below.
12. This Agreement shall become effective as of the date when
it is executed and dated by the Fund below. This Agreement and all the rights
and obligations of the parties hereunder shall be governed by and construed
under the laws of the State of New York.
-----------------------------------------
(Firm Name)
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
By:
--------------------------------------
Name:
Title:
ACCEPTED:
By:
-----------------------------
Name:
Title:
Dated:
-3-
EX-99.B15.(H)
RULE 12B-1 PLAN FOR THE CLASS B SHARES
OF THE TOCQUEVILLE SMALL CAP VALUE FUND
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS B SHARES
A Plan (the "Plan") pertaining to the Class B shares of THE
TOCQUEVILLE SMALL CAP VALUE FUND (the "Fund"), a series of The Tocqueville
Trust, a Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class B shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or
through the Investment Advisor, may make payments periodically (i) to the
Distributor or to any broker-dealer (a "Broker") who is registered under the
Securities Exchange Act of 1934 and a member in good standing of the National
Association of Securities Dealers, Inc. and who has entered into a selected
dealer agreement with the Distributor, (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust on behalf of the Fund, the Investment Advisor or the
Distributor, regarding Class B shares of the Fund owned by shareholders for
which such broker is the
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<PAGE>
dealer or holder of record or such servicing agent has a servicing relationship,
or (iii) for expenses associated with distribution of Fund Class B shares,
including the compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such
fees will be paid shall be determined from time to time by the Distributor and
the Investment Advisor, subject to approval by the Board of Trustees of the
Trust.
(c) Payments also may be made for: (i) costs of printing and
distributing the Fund's prospectus, statement of additional information and
reports and prospective investors in the Fund; (ii) costs involved in preparing,
printing and distributing sales literature pertaining to the Fund; (iii) an
allocation of overhead and other branch office distribution-related expenses of
the Distributor; (iv) payments to persons who provide support services in
connection with the distribution of the Fund's Class B shares, including but not
limited to, office space and equipment, telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and providing
any other shareholder services not otherwise provided by the Fund's transfer
agent; (v) any other expense 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, and continuing fees to each
such Broker, which fee shall begin to accrue immediately after the sale of such
shares; and (vi) accruals for interest on the foregoing expenses.
(d) The aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.75% of the average
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<PAGE>
daily net asset value attributable to Class B shares of the Fund on an annual
basis for such fiscal year, or such lesser amounts as determined appropriate. Of
this amount, (i) up to 0.25% 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 Trust on behalf of the Fund,
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 0.50% of the average daily net
assets attributable to the Class B shares) is payable to the Distributor or
Brokers. The Plan will only make payments for expenses actually incurred on a
first-in, first-out basis. The amount of expenses incurred in any year may not
exceed the rate of reimbursement set forth in the Plan. The unreimbursed amounts
may be recovered through future payments under the Plan. Carry-over amounts are
not limited in the number of years they may be carried forward. If the 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, the Distributor
shall be entitled to receive all contingent deferred sales charges paid or
payable with respect to any day subsequent to termination of this Plan.
3. Reports. Quarterly, in each year that this Plan remains in
effect, the Trust's Principal Financial Officer shall prepare and furnish to the
Board of Trustees of the Trust a written report, complying with the requirements
of Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
-4-
<PAGE>
4. Approval of Plan. This Plan shall become effective upon
approval of the Plan, the form of Selected Dealer Agreement and the form of
Shareholder Service Agreement, by the majority votes of both (a) the Board of
Trustees and the Qualified Trustees (as defined in Section 6), cast in person at
a meeting called for the purpose of voting on the Plan and (b) the outstanding
Class B voting securities of the Fund, as defined in Section 2(a)(42) of the
Act.
5. Term. This Plan shall remain in effect for one year from
its adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class B shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the Board of Trustees, and of the Qualified Trustees (as hereinafter
defined), cast in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a
majority vote of the Trustees who are not interested persons (as defined in
section 2(a)(19) of the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan (the "Qualified Trustees") or by vote of a majority of the outstanding
Class B voting securities of the Fund, as defined in section 2(a)(42) of the
Act.
-5-
<PAGE>
7. Nomination of "Disinterested" Trustees. While this Plan
shall be in effect, the selection and nomination of the "disinterested" Trustees
of the Trust shall be committed to the discretion of the Qualified Trustees then
in office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i)
a Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the
Fund shall be under any obligation because of this Plan to execute any Selected
Dealer Agreement with any Broker or any Shareholder Service Agreement with any
person or organization.
(c) All agreements with any person or organization relating to
the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
-6-
<PAGE>
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Re: Selected Dealer Agreement for
The Tocqueville Small Cap Value Fund - Class B Shares
Gentlemen:
We understand that The Tocqueville Small Cap Value Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class B shares pursuant to Rule 12b-l of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
selected brokers for distribution assistance of the Fund's Class B shares.
We desire to enter into an Agreement with you for the sale and
distribution of the Class B shares of the Fund for which you are Distributor and
whose Class B shares are offered to the public at net asset value as set forth
in the current prospectus. Upon acceptance of this Agreement by you, we
understand that we may offer and sell Class B shares of the Fund, subject,
however, to all of the terms and conditions hereof and to your right to suspend
or terminate the sale of such securities.
1. We understand that the Class B shares of the Fund covered
by this agreement will be offered and sold at the public offering price. The
public offering price is the net asset value described in the Fund's current
Prospectus in effect at the time the order for such shares is confirmed and
accepted on your behalf by the Fund. We further understand that all purchase
requests and applications submitted by us are subject to acceptance or rejection
in the Fund's or your sole discretion.
2. We certify that we are members of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain Membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, Class B shares of the Fund in any state or jurisdiction
where they are not exempt from registration or have not been qualified for sale.
<PAGE>
3. We will offer and sell the Class B shares of the Fund
covered by this Agreement only in accordance with the terms and conditions of
its then current Prospectus, and we will make no representations not included in
said Prospectus or in any authorized supplemental material supplied by you. We
will use our best efforts in the development and promotion of sales of the Class
B shares covered by this Agreement and agree to be responsible for the proper
instruction and training of all sales personnel employed by us, in order that
the Class B shares will be offered in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations. We agree to
hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to you; and in the event you
determine to refund any amount paid by any investor by reason of any such
violation on our part, we shall return to you any distribution assistance
payments previously paid or allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. For purposes of this Agreement "Qualified Accounts" shall
mean: accounts of customers of ours who have purchased Fund Class B shares and
who use our facilities to communicate with the Fund or to effect redemptions or
additional purchases of Fund Class B shares and with respect to which we provide
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Fund; assistance to customers in
changing dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Fund Class B shares of customer account cash balances; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by us; arranging for bank wires; and such other information
and services as you reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you such fees as are set forth in
the Plan for Payment of Certain Expenses for Distribution or Shareholder
Servicing Assistance of Class B Shares (the "Plan") and as described in Exhibit
A. We understand that the payment of such fees has been authorized pursuant to a
Plan approved by the Board of Trustees and Class B shareholders of the Fund and
shall be paid only so long as this Agreement is in effect.
6. The frequency of payment, the terms of any right to sell in
a territory, and any other supplemental terms, conditions or qualifications for
us to receive such payments are subject to change by you from time to time, upon
30 days' written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Fund or you. Such 30-day period may be waived at your sole option
in the event such change increases the distribution assistance payments due us.
-2-
<PAGE>
7. Payment for Class B shares shall be made to the Fund and
shall be received by the Fund promptly after the acceptance of our order. If
such payment is not received by the Fund, we understand that the Fund reserves
the right without notice, forthwith to cancel the sale, or, at the Fund's
option, to sell the Class B shares ordered by us back to the Fund in which
latter case we may be held responsible for any loss, including loss of profit,
suffered by the Fund resulting from our failure to make payments aforesaid.
8. Your obligations to us under this Agreement are subject to
all the provisions of any underwriting agreements you have or may enter into
with the Fund. We understand and agree that in performing our services covered
by this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plan shall be
construed to constitute us or any of our agents, employees or representatives as
your agent, partner or employee, or the agent, partner or employee of the Fund.
9. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event the Plan is
terminated.
10. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class B voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to you at your principal place of business, may terminate this Agreement. You
may also terminate this Agreement for cause on violation by us of any of the
provisions of this Agreement, said termination to become effective on the date
of mailing notice to us of such termination. Without limiting the generality of
the foregoing and any provision hereof to the contrary notwithstanding, our
expulsion from the NASD will automatically terminate this Agreement without
notice; our suspension from the NASD or violation of applicable state or Federal
laws or rules and regulations of authorized regulatory agencies will terminate
this Agreement effective upon date of mailing notice to us of such termination.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause.
11. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class B shareholders individually but
are binding only upon the assets and property of the Fund.
12. All communications to you shall be sent to you at your
offices at 1675 Broadway, New York, N.Y. 10019. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown on this Agreement.
-3-
<PAGE>
13. This Agreement shall become effective as of the date when
it is executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
-----------------------------------------
(Broker/Dealer)
By:
--------------------------------------
Name:
Title:
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
ACCEPTED:
TOCQUEVILLE SECURITIES L.P.
By:
-----------------------------------
Name:
Title:
Dated:
-4-
<PAGE>
The Tocqueville Small Cap Value Fund
1675 Broadway
New York, New York 10019
Re: Shareholder Service Agreement for
The Tocqueville Small Cap Value Fund - Class B Shares
Gentlemen:
We understand that The Tocqueville Small Cap Value Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class B shares pursuant to Rule 12b-1 of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
certain persons for distribution assistance and shareholder servicing of the
Fund's Class B shares.
We desire to enter into an Agreement with the Fund for the
servicing of Class B shareholders of, and the administration of Class B
shareholder accounts in, the Fund. Subject to the Fund's acceptance of this
Agreement, the terms and conditions of this Agreement, shall be as follows:
1. We shall provide shareholder and administration services
for certain shareholders of the Fund who purchase Class B shares of the Fund as
a result of their relationship to us, as further designated in Exhibit A hereto
("Qualified Accounts"). Such services may include, without limitation, some or
all of the following: answering inquiries regarding the Fund; assistance in
changing dividend options, account designations and addresses; assistance in
processing purchase and redemption transactions; and such other information and
services as the Fund reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation to provide such information or services.
2. We agree to make available to the Fund, upon the Fund's
request, such information relating to our clients who are beneficial owners of
Fund Class B shares and their transactions in Fund Class B shares as may be
required by applicable laws and regulations or as may be reasonably requested by
the Fund.
3. We shall provide to the Fund copies of the lists of members
of our organization, if any, and make available to the Fund any publications and
other facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Fund, to enable the
Fund to solicit for sale and to sell Class B shares to such members.
4. We shall provide such facilities and personnel (which may
be all or any part of the facilities currently used in our business, or all or
any personnel employed by us)
<PAGE>
as is necessary or beneficial for providing information and services to Class B
shareholders maintaining Qualified Accounts with the Fund, and to assist the
Fund in servicing accounts of such shareholders.
5. Neither we nor any of our employees or agents are
authorized to make any representation concerning Fund Class B shares except
those contained in the then-current Fund Prospectus, copies of which will be
supplied by the Fund to us; and we shall have no authority to act as agent for
the Fund.
6. In consideration of the services and facilities described
herein, we shall be entitled to receive from the Fund such fees as are set forth
in Exhibit B hereto. We understand that the payment of such fees has been
authorized pursuant to the Plan approved by the Trustees and Class B
shareholders of the Fund and shall be paid only so long as the Plan and this
Agreement is in effect.
7. The Fund reserves the right, at the Fund's discretion and
without notice, to suspend the sale of Class B shares or withdraw the sale of
Class B shares of the Fund.
8. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event that the Plan
terminates.
9. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class B voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to the Fund at its principal place of business, may terminate this Agreement.
The Fund may also terminate this Agreement for cause on violation by us of any
of the provisions of this Agreement or in the event that the Plan shall
terminate, said termination to become effective on the date of mailing notice to
us of such termination. The Fund's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any such
cause.
10. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class B shareholders individually but
are binding only upon the assets and property of the Fund.
11. All communications to the Fund shall be sent to the Fund
at the address set forth above. Any notice to us shall be duly given if mailed
or telegraphed to us at the address set forth below.
-2-
<PAGE>
12. This Agreement shall become effective as of the date when
it is executed and dated by the Fund below. This Agreement and all the rights
and obligations of the parties hereunder shall be governed by and construed
under the laws of the State of New York.
-----------------------------------------
(Firm Name)
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
By:
--------------------------------------
Name:
Title:
ACCEPTED:
By:
----------------------------
Name:
Title:
Dated:
-3-
EX-99.B15.(I)
RULE 12B-1 PLAN FOR THE CLASS A SHARES
OF THE TOCQUEVILLE GOVERNMENT FUND
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS A SHARES
A Plan (the "Plan") pertaining to the Class A shares of THE
TOCQUEVILLE GOVERNMENT FUND (the "Fund"), a series of The Tocqueville Trust, a
Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class A shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or
through the Investment Advisor, may make payments periodically (i) to the
Distributor or to any broker-dealer (a "Broker") who is registered under the
Securities Exchange Act of 1934 and a member in good standing of the National
Association of Securities Dealers, Inc. and who has entered into a selected
dealer agreement with the Distributor, (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust on behalf of the Fund, the Investment Advisor or the
Distributor, regarding Class A shares of the Fund owned by shareholders for
which such broker is the dealer or holder of record or such servicing agent has
a servicing relationship, or (iii) for
<PAGE>
expenses associated with distribution of Fund Class A shares, including the
compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such
fees will be paid shall be determined from time to time by the Distributor and
the Investment Advisor, subject to approval by the Board of Trustees of the
Trust.
(c) Payments may also be made for any advertising and
promotional expenses relating to selling efforts, including but not limited to
the incremental costs of printing prospectuses, statements of additional
information, annual reports and other periodic reports for distribution to
persons who are not Class A shareholders of the Fund; the costs of preparing and
distributing any other supplemental sales literature; costs of radio,
television, newspaper and other advertising; telecommunications expenses,
including the cost of telephones, telephone lines and other communications
equipment, incurred by or for the Distributor in carrying out its obligations
under the Distribution Agreement.
(d) The aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.25% of the average daily net asset value attributable to
Class A shares of the Fund on an annual basis for such fiscal year, or such
lesser amounts as determined appropriate. The Plan will only make payments for
expenses actually incurred on a first-in, first-out basis. The amount of
expenses incurred in any year may not exceed the rate of reimbursement set forth
in the Plan. The unreimbursed amounts may be recovered through future payments
under the Plan. Carry-over amounts are not limited in the number of years they
may be carried forward. If
-2-
<PAGE>
the 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.
3. Reports. Quarterly, in each year that this Plan remains in
effect, the Trust's Principal Financial Officer shall prepare and furnish to the
Board of Trustees of the Trust a written report, complying with the requirements
of Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
4. Approval of Plan. This Plan shall become effective upon
approval of the Plan, the form of Selected Dealer Agreement and the form of
Shareholder Service Agreement, by the majority votes of both (a) the Board of
Trustees and the Qualified Trustees (as defined in Section 6), cast in person at
a meeting called for the purpose of voting on the Plan and (b) the outstanding
Class A voting securities of the Fund, as defined in Section 2(a)(42) of the
Act.
5. Term. This Plan shall remain in effect for one year from
its adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class A shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the
-3-
<PAGE>
Board of Trustees, and of the Qualified Trustees (as hereinafter defined), cast
in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a
majority vote of the Trustees who are not interested persons (as defined in
section 2(a)(19) of the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan (the "Qualified Trustees") or by vote of a majority of the outstanding
Class A voting securities of the Fund, as defined in section 2(a)(42) of the
Act.
7. Nomination of "Disinterested" Trustees. While this Plan
shall be in effect, the selection and nomination of the "disinterested" Trustees
of the Trust shall be committed to the discretion of the Qualified Trustees then
in office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i)
a Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the
Fund shall be under any obligation because of this Plan to execute any Selected
Dealer Agreement with any Broker or any Shareholder Service Agreement with any
person or organization.
(c) All agreements with any person or organization relating to
the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
-4-
<PAGE>
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Re: Selected Dealer Agreement for
The Tocqueville Government Fund - Class A Shares
Gentlemen:
We understand that The Tocqueville Government Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class A shares pursuant to Rule 12b-l of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
selected brokers for distribution assistance of the Fund's Class A shares.
We desire to enter into an Agreement with you for the sale and
distribution of the Class A shares of the Fund for which you are Distributor and
whose Class A shares are offered to the public at net asset value plus any
initial sales charge as set forth in the current prospectus. Upon acceptance of
this Agreement by you, we understand that we may offer and sell Class A shares
of the Fund, subject, however, to all of the terms and conditions hereof and to
your right to suspend or terminate the sale of such securities.
1. We understand that the Class A shares of the Fund covered
by this agreement will be offered and sold at the public offering price. The
public offering price is the net asset value described in the Fund's current
Prospectus in effect at the time the order for such shares is confirmed and
accepted on your behalf by the Fund plus any initial sales charge. We further
understand that all purchase requests and applications submitted by us are
subject to acceptance or rejection in the Fund's or your sole discretion.
2. We certify that we are members of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain Membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, Class A shares of the Fund in any state or jurisdiction
where they are not exempt from registration or have not been qualified for sale.
<PAGE>
3. We will offer and sell the Class A shares of the Fund
covered by this Agreement only in accordance with the terms and conditions of
its then current Prospectus, and we will make no representations not included in
said Prospectus or in any authorized supplemental material supplied by you. We
will use our best efforts in the development and promotion of sales of the Class
A shares covered by this Agreement and agree to be responsible for the proper
instruction and training of all sales personnel employed by us, in order that
the Class A shares will be offered in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations. We agree to
hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to you; and in the event you
determine to refund any amount paid by any investor by reason of any such
violation on our part, we shall return to you any distribution assistance
payments previously paid or allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. For purposes of this Agreement "Qualified Accounts" shall
mean: accounts of customers of ours who have purchased Fund Class A shares and
who use our facilities to communicate with the Fund or to effect redemptions or
additional purchases of Fund Class A shares and with respect to which we provide
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Fund; assistance to customers in
changing dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Fund Class A shares of customer account cash balances; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by us; arranging for bank wires; and such other information
and services as you reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you such fees as are set forth in
the Plan for Payment of Certain Expenses for Distribution or Shareholder
Servicing Assistance of Class A Shares (the "Plan") and as described in Exhibit
A. We understand that the payment of such fees has been authorized pursuant to a
Plan approved by the Board of Trustees and Class A shareholders of the Fund and
shall be paid only so long as this Agreement is in effect.
6. The frequency of payment, the terms of any right to sell in
a territory, and any other supplemental terms, conditions or qualifications for
us to receive such payments are subject to change by you from time to time, upon
30 days' written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Fund or you. Such 30-day period may be waived at
-2-
<PAGE>
your sole option in the event such change increases the distribution assistance
payments due us.
7. Payment for Class A shares shall be made to the Fund and
shall be received by the Fund promptly after the acceptance of our order. If
such payment is not received by the Fund, we understand that the Fund reserves
the right without notice, forthwith to cancel the sale, or, at the Fund's
option, to sell the Class A shares ordered by us back to the Fund in which
latter case we may be held responsible for any loss, including loss of profit,
suffered by the Fund resulting from our failure to make payments aforesaid.
8. Your obligations to us under this Agreement are subject to
all the provisions of any underwriting agreements you have or may enter into
with the Fund. We understand and agree that in performing our services covered
by this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plan shall be
construed to constitute us or any of our agents, employees or representatives as
your agent, partner or employee, or the agent, partner or employee of the Fund.
9. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event the Plan is
terminated.
10. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class A voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to you at your principal place of business, may terminate this Agreement. You
may also terminate this Agreement for cause on violation by us of any of the
provisions of this Agreement, said termination to become effective on the date
of mailing notice to us of such termination. Without limiting the generality of
the foregoing and any provision hereof to the contrary notwithstanding, our
expulsion from the NASD will automatically terminate this Agreement without
notice; our suspension from the NASD or violation of applicable state or Federal
laws or rules and regulations of authorized regulatory agencies will terminate
this Agreement effective upon date of mailing notice to us of such termination.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause.
11. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class A shareholders individually but
are binding only upon the assets and property of the Fund.
-3-
<PAGE>
12. All communications to you shall be sent to you at your
offices at 1675 Broadway, New York, N.Y. 10019. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown on this Agreement.
13. This Agreement shall become effective as of the date when
it is executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
-----------------------------------------
(Broker/Dealer)
By:
--------------------------------------
Name:
Title:
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
ACCEPTED:
TOCQUEVILLE SECURITIES L.P.
By:
-----------------------------
Name:
Title:
Dated:
-4-
<PAGE>
The Tocqueville Government Fund
1675 Broadway
New York, New York 10019
Re: Shareholder Service Agreement for
The Tocqueville Government Fund - Class A Shares
Gentlemen:
We understand that The Tocqueville Government Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class A shares pursuant to Rule 12b-1 of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
certain persons for distribution assistance and shareholder servicing of the
Fund's Class A shares.
We desire to enter into an Agreement with the Fund for the
servicing of Class A shareholders of, and the administration of Class A
shareholder accounts in, the Fund. Subject to the Fund's acceptance of this
Agreement, the terms and conditions of this Agreement, shall be as follows:
1. We shall provide shareholder and administration services
for certain shareholders of the Fund who purchase Class A shares of the Fund as
a result of their relationship to us, as further designated in Exhibit A hereto
("Qualified Accounts"). Such services may include, without limitation, some or
all of the following: answering inquiries regarding the Fund; assistance in
changing dividend options, account designations and addresses; assistance in
processing purchase and redemption transactions; and such other information and
services as the Fund reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation to provide such information or services.
2. We agree to make available to the Fund, upon the Fund's
request, such information relating to our clients who are beneficial owners of
Fund Class A shares and their transactions in Fund Class A shares as may be
required by applicable laws and regulations or as may be reasonably requested by
the Fund.
3. We shall provide to the Fund copies of the lists of members
of our organization, if any, and make available to the Fund any publications and
other facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Fund, to enable the
Fund to solicit for sale and to sell Class A shares to such members.
<PAGE>
4. We shall provide such facilities and personnel (which may
be all or any part of the facilities currently used in our business, or all or
any personnel employed by us) as is necessary or beneficial for providing
information and services to Class A shareholders maintaining Qualified Accounts
with the Fund, and to assist the Fund in servicing accounts of such
shareholders.
5. Neither we nor any of our employees or agents are
authorized to make any representation concerning Fund Class A shares except
those contained in the then-current Fund Prospectus, copies of which will be
supplied by the Fund to us; and we shall have no authority to act as agent for
the Fund.
6. In consideration of the services and facilities described
herein, we shall be entitled to receive from the Fund such fees as are set forth
in Exhibit B hereto. We understand that the payment of such fees has been
authorized pursuant to the Plan approved by the Trustees and Class A
shareholders of the Fund and shall be paid only so long as the Plan and this
Agreement is in effect.
7. The Fund reserves the right, at the Fund's discretion and
without notice, to suspend the sale of Class A shares or withdraw the sale of
Class A shares of the Fund.
8. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event that the Plan
terminates.
9. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class A voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to the Fund at its principal place of business, may terminate this Agreement.
The Fund may also terminate this Agreement for cause on violation by us of any
of the provisions of this Agreement or in the event that the Plan shall
terminate, said termination to become effective on the date of mailing notice to
us of such termination. The Fund's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any such
cause.
10. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class A shareholders individually but
are binding only upon the assets and property of the Fund.
-2-
<PAGE>
11. All communications to the Fund shall be sent to the Fund
at the address set forth above. Any notice to us shall be duly given if mailed
or telegraphed to us at the address set forth below.
12. This Agreement shall become effective as of the date when
it is executed and dated by the Fund below. This Agreement and all the rights
and obligations of the parties hereunder shall be governed by and construed
under the laws of the State of New York.
-----------------------------------------
(Firm Name)
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
By:
--------------------------------------
Name:
Title:
ACCEPTED:
By:
-----------------------------------
Name:
Title:
Dated:
-3-
EX-99.B15.(J)
RULE 12B-1 PLAN FOR THE CLASS B SHARES
OF THE TOCQUEVILLE GOVERNMENT FUND
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS B SHARES
A Plan (the "Plan") pertaining to the Class B shares of THE
TOCQUEVILLE GOVERNMENT FUND (the "Fund"), a series of The Tocqueville Trust, a
Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class B shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or
through the Investment Advisor, may make payments periodically (i) to the
Distributor or to any broker-dealer (a "Broker") who is registered under the
Securities Exchange Act of 1934 and a member in good standing of the National
Association of Securities Dealers, Inc. and who has entered into a selected
dealer agreement with the Distributor, (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust on behalf of the Fund, the Investment Advisor or the
Distributor, regarding Class B shares of the Fund owned by shareholders for
which such broker is the dealer or holder of record or such servicing agent has
a servicing relationship, or (iii) for expenses associated with distribution of
Fund Class B shares, including the compensation of the sales personnel of the
Distributor.
<PAGE>
(b) The schedule of such fees and the basis upon which such
fees will be paid shall be determined from time to time by the Distributor and
the Investment Advisor, subject to approval by the Board of Trustees of the
Trust.
(c) Payments also may be made for: (i) costs of printing and
distributing the Fund's prospectus, statement of additional information and
reports and prospective investors in the Fund; (ii) costs involved in preparing,
printing and distributing sales literature pertaining to the Fund; (iii) an
allocation of overhead and other branch office distribution-related expenses of
the Distributor; (iv) payments to persons who provide support services in
connection with the distribution of the Fund's Class B shares, including but not
limited to, office space and equipment, telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and providing
any other shareholder services not otherwise provided by the Fund's transfer
agent; (v) any other expense 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, and continuing fees to each
such Broker, which fee shall begin to accrue immediately after the sale of such
shares; and (vi) accruals for interest on the foregoing expenses.
(d) The aggregate amount of all payments by the Fund in any
fiscal year, to the Distributor, Brokers, Servicing Agents and for advertising
and promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.75% of the average daily net asset value attributable to
Class B shares of the Fund on an annual basis for such fiscal year, or such
lesser amounts as determined appropriate. Of this amount, (i) up to 0.25% 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 the Trust on behalf of the Fund, Distributor or Investment Advisor for
the provision of continuing
-2-
<PAGE>
shareholder services to customers of such financial intermediaries who own Class
B shares, and (ii) any amount remaining (being at least 0.50% of the average
daily net assets attributable to the Class B shares) is payable to the
Distributor or Brokers. The Plan will only make payments for expenses actually
incurred on a first-in, first-out basis. The amount of expenses incurred in any
year may not exceed the rate of reimbursement set forth in the Plan. The
unreimbursed amounts may be recovered through future payments under the Plan.
Carry-over amounts are not limited in the number of years they may be carried
forward. If the 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,
the Distributor shall be entitled to receive all contingent deferred sales
charges paid or payable with respect to any day subsequent to termination of
this Plan.
3. Reports. Quarterly, in each year that this Plan remains in
effect, the Trust's Principal Financial Officer shall prepare and furnish to the
Board of Trustees of the Trust a written report, complying with the requirements
of Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
4. Approval of Plan. This Plan shall become effective upon
approval of the Plan, the form of Selected Dealer Agreement and the form of
Shareholder Service Agreement, by the majority votes of both (a) the Board of
Trustees and the Qualified Trustees (as defined in Section 6), cast in person at
a meeting called for the purpose of voting on the Plan and (b) the outstanding
Class B voting securities of the Fund, as defined in Section 2(a)(42) of the
Act.
-3-
<PAGE>
5. Term. This Plan shall remain in effect for one year from
its adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class B shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the Board of Trustees, and of the Qualified Trustees (as hereinafter
defined), cast in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a
majority vote of the Trustees who are not interested persons (as defined in
section 2(a)(19) of the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan (the "Qualified Trustees") or by vote of a majority of the outstanding
Class B voting securities of the Fund, as defined in section 2(a)(42) of the
Act.
7. Nomination of "Disinterested" Trustees. While this Plan
shall be in effect, the selection and nomination of the "disinterested" Trustees
of the Trust shall be committed to the discretion of the Qualified Trustees then
in office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i)
a Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
-4-
<PAGE>
(b) Neither the Distributor, the Investment Advisor nor the
Fund shall be under any obligation because of this Plan to execute any Selected
Dealer Agreement with any Broker or any Shareholder Service Agreement with any
person or organization.
(c) All agreements with any person or organization relating to
the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
-5-
<PAGE>
Tocqueville Securities L.P.
1675 Broadway
New York, New York 10019
Re: Selected Dealer Agreement for
The Tocqueville Government Fund - Class B Shares
Gentlemen:
We understand that The Tocqueville Government Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class B shares pursuant to Rule 12b-l of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
selected brokers for distribution assistance of the Fund's Class B shares.
We desire to enter into an Agreement with you for the sale and
distribution of the Class B shares of the Fund for which you are Distributor and
whose Class B shares are offered to the public at net asset value as set forth
in the current prospectus. Upon acceptance of this Agreement by you, we
understand that we may offer and sell Class B shares of the Fund, subject,
however, to all of the terms and conditions hereof and to your right to suspend
or terminate the sale of such securities.
1. We understand that the Class B shares of the Fund covered
by this agreement will be offered and sold at the public offering price. The
public offering price is the net asset value described in the Fund's current
Prospectus in effect at the time the order for such shares is confirmed and
accepted on your behalf by the Fund. We further understand that all purchase
requests and applications submitted by us are subject to acceptance or rejection
in the Fund's or your sole discretion.
2. We certify that we are members of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain Membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, Class B shares of the Fund in any state or jurisdiction
where they are not exempt from registration or have not been qualified for sale.
<PAGE>
3. We will offer and sell the Class B shares of the Fund
covered by this Agreement only in accordance with the terms and conditions of
its then current Prospectus, and we will make no representations not included in
said Prospectus or in any authorized supplemental material supplied by you. We
will use our best efforts in the development and promotion of sales of the Class
B shares covered by this Agreement and agree to be responsible for the proper
instruction and training of all sales personnel employed by us, in order that
the Class B shares will be offered in accordance with the terms and conditions
of this Agreement and all applicable laws, rules and regulations. We agree to
hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to you; and in the event you
determine to refund any amount paid by any investor by reason of any such
violation on our part, we shall return to you any distribution assistance
payments previously paid or allowed by you to us with respect to the transaction
for which the refund is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. For purposes of this Agreement "Qualified Accounts" shall
mean: accounts of customers of ours who have purchased Fund Class B shares and
who use our facilities to communicate with the Fund or to effect redemptions or
additional purchases of Fund Class B shares and with respect to which we provide
shareholder and administration services, which services may include, without
limitation: answering inquiries regarding the Fund; assistance to customers in
changing dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Fund Class B shares of customer account cash balances; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's other
accounts serviced by us; arranging for bank wires; and such other information
and services as you reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation.
5. In consideration of the services and facilities described
herein, we shall be entitled to receive from you such fees as are set forth in
the Plan for Payment of Certain Expenses for Distribution or Shareholder
Servicing Assistance of Class B Shares (the "Plan") and as described in Exhibit
A. We understand that the payment of such fees has been authorized pursuant to a
Plan approved by the Board of Trustees and Class B shareholders of the Fund and
shall be paid only so long as this Agreement is in effect.
6. The frequency of payment, the terms of any right to sell in
a territory, and any other supplemental terms, conditions or qualifications for
us to receive such payments are subject to change by you from time to time, upon
30 days' written notice. Any orders placed after the effective date of such
change shall be subject to the fee rates in effect at the time of receipt of the
payment by the Fund or you. Such 30-day period may be waived at your sole option
in the event such change increases the distribution assistance payments due us.
7. Payment for Class B shares shall be made to the Fund and
shall be received by the Fund promptly after the acceptance of our order. If
such payment is not
-2-
<PAGE>
received by the Fund, we understand that the Fund reserves the right without
notice, forthwith to cancel the sale, or, at the Fund's option, to sell the
Class B shares ordered by us back to the Fund in which latter case we may be
held responsible for any loss, including loss of profit, suffered by the Fund
resulting from our failure to make payments aforesaid.
8. Your obligations to us under this Agreement are subject to
all the provisions of any underwriting agreements you have or may enter into
with the Fund. We understand and agree that in performing our services covered
by this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plan shall be
construed to constitute us or any of our agents, employees or representatives as
your agent, partner or employee, or the agent, partner or employee of the Fund.
9. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event the Plan is
terminated.
10. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class B voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to you at your principal place of business, may terminate this Agreement. You
may also terminate this Agreement for cause on violation by us of any of the
provisions of this Agreement, said termination to become effective on the date
of mailing notice to us of such termination. Without limiting the generality of
the foregoing and any provision hereof to the contrary notwithstanding, our
expulsion from the NASD will automatically terminate this Agreement without
notice; our suspension from the NASD or violation of applicable state or Federal
laws or rules and regulations of authorized regulatory agencies will terminate
this Agreement effective upon date of mailing notice to us of such termination.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause.
11. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class B shareholders individually but
are binding only upon the assets and property of the Fund.
12. All communications to you shall be sent to you at your
offices at 1675 Broadway, New York, N.Y. 10019. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown on this Agreement.
-3-
<PAGE>
13. This Agreement shall become effective as of the date when
it is executed and dated by you below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
-----------------------------------------
(Broker/Dealer)
By:
--------------------------------------
Name:
Title:
-----------------------------------------
(Address)
----------------------------------------
(City) (State) (Zip Code)
ACCEPTED:
TOCQUEVILLE SECURITIES L.P.
By:
------------------------
Name:
Title:
Dated:
-4-
<PAGE>
The Tocqueville Government Fund
1675 Broadway
New York, New York 10019
Re: Shareholder Service Agreement for
The Tocqueville Government Fund - Class B Shares
Gentlemen:
We understand that The Tocqueville Government Fund (the
"Fund"), a series of The Tocqueville Trust (the "Trust"), has adopted a plan
(the "Plan") pertaining to its Class B shares pursuant to Rule 12b-1 of the
Investment Company Act of 1940, as amended (the "Act"), for making payments to
certain persons for distribution assistance and shareholder servicing of the
Fund's Class B shares.
We desire to enter into an Agreement with the Fund for the
servicing of Class B shareholders of, and the administration of Class B
shareholder accounts in, the Fund. Subject to the Fund's acceptance of this
Agreement, the terms and conditions of this Agreement, shall be as follows:
1. We shall provide shareholder and administration services
for certain shareholders of the Fund who purchase Class B shares of the Fund as
a result of their relationship to us, as further designated in Exhibit A hereto
("Qualified Accounts"). Such services may include, without limitation, some or
all of the following: answering inquiries regarding the Fund; assistance in
changing dividend options, account designations and addresses; assistance in
processing purchase and redemption transactions; and such other information and
services as the Fund reasonably may request, to the extent we are permitted by
applicable statute, rule or regulation to provide such information or services.
2. We agree to make available to the Fund, upon the Fund's
request, such information relating to our clients who are beneficial owners of
Fund Class B shares and their transactions in Fund Class B shares as may be
required by applicable laws and regulations or as may be reasonably requested by
the Fund.
3. We shall provide to the Fund copies of the lists of members
of our organization, if any, and make available to the Fund any publications and
other facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Fund, to enable the
Fund to solicit for sale and to sell Class B shares to such members.
<PAGE>
4. We shall provide such facilities and personnel (which may
be all or any part of the facilities currently used in our business, or all or
any personnel employed by us) as is necessary or beneficial for providing
information and services to Class B shareholders maintaining Qualified Accounts
with the Fund, and to assist the Fund in servicing accounts of such
shareholders.
5. Neither we nor any of our employees or agents are
authorized to make any representation concerning Fund Class B shares except
those contained in the then-current Fund Prospectus, copies of which will be
supplied by the Fund to us; and we shall have no authority to act as agent for
the Fund.
6. In consideration of the services and facilities described
herein, we shall be entitled to receive from the Fund such fees as are set forth
in Exhibit B hereto. We understand that the payment of such fees has been
authorized pursuant to the Plan approved by the Trustees and Class B
shareholders of the Fund and shall be paid only so long as the Plan and this
Agreement is in effect.
7. The Fund reserves the right, at the Fund's discretion and
without notice, to suspend the sale of Class B shares or withdraw the sale of
Class B shares of the Fund.
8. This Agreement shall terminate automatically (i) in the
event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Act or (ii) in the event that the Plan
terminates.
9. This Agreement may be terminated at any time (without
payment of any penalty) by a majority of the "Qualified Trustees" as defined in
the Plan or by a vote of a majority of the outstanding Class B voting securities
of the Fund as defined in the Plan (on not more than 60 days' written notice to
us at our principal place of business). We, on 60 days' written notice addressed
to the Fund at its principal place of business, may terminate this Agreement.
The Fund may also terminate this Agreement for cause on violation by us of any
of the provisions of this Agreement or in the event that the Plan shall
terminate, said termination to become effective on the date of mailing notice to
us of such termination. The Fund's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any such
cause.
10. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Class B shareholders individually but
are binding only upon the assets and property of the Fund.
11. All communications to the Fund shall be sent to the Fund
at the address set forth above. Any notice to us shall be duly given if mailed
or telegraphed to us at the address set forth below.
-2-
<PAGE>
12. This Agreement shall become effective as of the date when
it is executed and dated by the Fund below. This Agreement and all the rights
and obligations of the parties hereunder shall be governed by and construed
under the laws of the State of New York.
-----------------------------------------
(Firm Name)
-----------------------------------------
(Address)
-----------------------------------------
(City) (State) (Zip Code)
By:
--------------------------------------
Name:
Title:
ACCEPTED:
By:
----------------------------
Name:
Title:
Dated:
-3-
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 011
<NAME> Tocqueville Fund Class A
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 27,111,733
<INVESTMENTS-AT-VALUE> 33,283,060
<RECEIVABLES> 234,973
<ASSETS-OTHER> 25,322
<OTHER-ITEMS-ASSETS> 511
<TOTAL-ASSETS> 33,543,866
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 105,874
<TOTAL-LIABILITIES> 105,874
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 24,687,437
<SHARES-COMMON-STOCK> 2,376,042
<SHARES-COMMON-PRIOR> 2,120,202
<ACCUMULATED-NII-CURRENT> 318,948
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,260,080
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,171,327
<NET-ASSETS> 33,437,801
<DIVIDEND-INCOME> 584,567
<INTEREST-INCOME> 250,823
<OTHER-INCOME> 0
<EXPENSES-NET> 491,864
<NET-INVESTMENT-INCOME> 343,526
<REALIZED-GAINS-CURRENT> 2,506,947
<APPREC-INCREASE-CURRENT> 2,103,502
<NET-CHANGE-FROM-OPS> 4,953,975
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 233,851
<DISTRIBUTIONS-OF-GAINS> 2,995,036
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 448,435
<NUMBER-OF-SHARES-REDEEMED> 422,865
<SHARES-REINVESTED> 230,270
<NET-CHANGE-IN-ASSETS> 255,840
<ACCUMULATED-NII-PRIOR> 209,273
<ACCUMULATED-GAINS-PRIOR> 2,748,169
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<GROSS-ADVISORY-FEES> 240,219
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 498,631
<AVERAGE-NET-ASSETS> 32,029,220
<PER-SHARE-NAV-BEGIN> 13.74
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 012
<NAME> Tocqueville Fund Class B
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> AUG-14-1995
<PERIOD-END> OCT-31-1995
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<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
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<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 200
<SHARES-COMMON-PRIOR> 14
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 191
<DIVIDEND-INCOME> 0
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<EXPENSES-NET> 0
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<DISTRIBUTIONS-OF-INCOME> 0
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<NUMBER-OF-SHARES-SOLD> 14
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 14
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<OVERDIST-NET-GAINS-PRIOR> 0
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<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 198
<PER-SHARE-NAV-BEGIN> 14.68
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<PER-SHARE-NAV-END> 14.01
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<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 031
<NAME> Tocqueville Asia-Pacific Fund Class A
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 4,750,540
<INVESTMENTS-AT-VALUE> 4,709,509
<RECEIVABLES> 14,530
<ASSETS-OTHER> 2,920
<OTHER-ITEMS-ASSETS> 8,301
<TOTAL-ASSETS> 4,735,263
<PAYABLE-FOR-SECURITIES> 0
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<OTHER-ITEMS-LIABILITIES> 48,570
<TOTAL-LIABILITIES> 48,570
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,079,132
<SHARES-COMMON-STOCK> 516,440
<SHARES-COMMON-PRIOR> 426,610
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (351,630)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (41,009)
<NET-ASSETS> 4,686,500
<DIVIDEND-INCOME> 91,582
<INTEREST-INCOME> 68,145
<OTHER-INCOME> 0
<EXPENSES-NET> 172,482
<NET-INVESTMENT-INCOME> (12,765)
<REALIZED-GAINS-CURRENT> (355,199)
<APPREC-INCREASE-CURRENT> (208,980)
<NET-CHANGE-FROM-OPS> (576,944)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 720,093
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 140,708
<NUMBER-OF-SHARES-REDEEMED> 101,157
<SHARES-REINVESTED> 50,479
<NET-CHANGE-IN-ASSETS> 90,000
<ACCUMULATED-NII-PRIOR> (38,984)
<ACCUMULATED-GAINS-PRIOR> 755,522
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 48,530
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 234,134
<AVERAGE-NET-ASSETS> 4,852,948
<PER-SHARE-NAV-BEGIN> 12.16
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> (1.39)
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 1.69
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.07
<EXPENSE-RATIO> 3.55
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 032
<NAME> Tocqueville Asia-Pacific Fund Class B
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> AUG-14-1995
<PERIOD-END> OCT-31-1995
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<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
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<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 190
<DIVIDEND-INCOME> 0
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<OTHER-INCOME> 0
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<NET-INVESTMENT-INCOME> 0
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 21
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 197
<PER-SHARE-NAV-BEGIN> 9.35
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> (0.32)
<PER-SHARE-DIVIDEND> 0.00
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<PER-SHARE-NAV-END> 9.03
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 041
<NAME> Tocqueville Europe Fund Class A
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 6,767,914
<INVESTMENTS-AT-VALUE> 7,050,021
<RECEIVABLES> 45,755
<ASSETS-OTHER> 22,375
<OTHER-ITEMS-ASSETS> 330
<TOTAL-ASSETS> 7,118,481
<PAYABLE-FOR-SECURITIES> 741,375
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 107,449
<TOTAL-LIABILITIES> 648,824
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,985,754
<SHARES-COMMON-STOCK> 579,039
<SHARES-COMMON-PRIOR> 251,226
<ACCUMULATED-NII-CURRENT> (18,830)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 20,664
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 281,968
<NET-ASSETS> 6,269,459
<DIVIDEND-INCOME> 84,650
<INTEREST-INCOME> 55,575
<OTHER-INCOME> 0
<EXPENSES-NET> 159,155
<NET-INVESTMENT-INCOME> (18,930)
<REALIZED-GAINS-CURRENT> 20,684
<APPREC-INCREASE-CURRENT> 258,755
<NET-CHANGE-FROM-OPS> 260,489
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 346,755
<NUMBER-OF-SHARES-REDEEMED> 18,942
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 327,813
<ACCUMULATED-NII-PRIOR> (10,359)
<ACCUMULATED-GAINS-PRIOR> (2,000)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 35,890
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 204,981
<AVERAGE-NET-ASSETS> 3,588,960
<PER-SHARE-NAV-BEGIN> 10.02
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 0.82
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.83
<EXPENSE-RATIO> 4.43
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 042
<NAME> Tocqueville Europe Fund Class B
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> AUG-14-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
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<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
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<PAID-IN-CAPITAL-COMMON> 200
<SHARES-COMMON-STOCK> 18
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 198
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 18
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 200
<PER-SHARE-NAV-BEGIN> 10.93
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> (0.12)
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.81
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 021
<NAME> Tocqueville Small Cap Fund Class A
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 8,692,288
<INVESTMENTS-AT-VALUE> 9,450,055
<RECEIVABLES> 10,938
<ASSETS-OTHER> 36,610
<OTHER-ITEMS-ASSETS> 6,875
<TOTAL-ASSETS> 9,504,478
<PAYABLE-FOR-SECURITIES> 76,240
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 45,737
<TOTAL-LIABILITIES> 121,977
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 8,024,603
<SHARES-COMMON-STOCK> 787,513
<SHARES-COMMON-PRIOR> 661,232
<ACCUMULATED-NII-CURRENT> (32,254)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 632,125
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 757,827
<NET-ASSETS> 9,382,309
<DIVIDEND-INCOME> 64,457
<INTEREST-INCOME> 89,149
<OTHER-INCOME> 0
<EXPENSES-NET> 195,304
<NET-INVESTMENT-INCOME> (41,698)
<REALIZED-GAINS-CURRENT> 646,730
<APPREC-INCREASE-CURRENT> 756,936
<NET-CHANGE-FROM-OPS> 1,361,968
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,462
<DISTRIBUTIONS-OF-GAINS> 142,447
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 146,814
<NUMBER-OF-SHARES-REDEEMED> 33,611
<SHARES-REINVESTED> 13,078
<NET-CHANGE-IN-ASSETS> 126,281
<ACCUMULATED-NII-PRIOR> 12,826
<ACCUMULATED-GAINS-PRIOR> 127,842
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 58,456
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 220,808
<AVERAGE-NET-ASSETS> 7,811,956
<PER-SHARE-NAV-BEGIN> 10.22
<PER-SHARE-NII> (0.05)
<PER-SHARE-GAIN-APPREC> 1.96
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 0.19
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.91
<EXPENSE-RATIO> 2.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 022
<NAME> Tocqueville Small Cap Fund Class B
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> AUG-14-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 200
<SHARES-COMMON-STOCK> 16
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 192
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 16
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 16
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 201
<PER-SHARE-NAV-BEGIN> 12.35
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> (0.48)
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.67
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 051
<NAME> Tocqueville Government Fund Class A
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> AUG-14-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 8,293,165
<INVESTMENTS-AT-VALUE> 6,320,945
<RECEIVABLES> 199,049
<ASSETS-OTHER> 26,971
<OTHER-ITEMS-ASSETS> 3,646
<TOTAL-ASSETS> 6,550,611
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 44,899
<TOTAL-LIABILITIES> 44,899
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,478,562
<SHARES-COMMON-STOCK> 647,180
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (830)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 27,780
<NET-ASSETS> 6,505,510
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 40,373
<OTHER-INCOME> 0
<EXPENSES-NET> 18,928
<NET-INVESTMENT-INCOME> 21,144
<REALIZED-GAINS-CURRENT> (830)
<APPREC-INCREASE-CURRENT> 27,780
<NET-CHANGE-FROM-OPS> 48,094
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 21,144
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<NAME> Tocqueville Government Fund Class B
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