THE TOCQUEVILLE TRUST
1675 Broadway
New York, New York 10019
THE TOCQUEVILLE EUROPE FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
February 14, 1997
A special meeting of the shareholders of THE TOCQUEVILLE EUROPE FUND
(the "Fund"), a series of THE TOCQUEVILLE TRUST, will be held at 10:00 a.m.
(Eastern time) at 1675 Broadway, New York, New York on February 27, 1997, for
the following purposes:
1. To approve or disapprove a restatement of the Fund's investment
objective; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees has fixed January 23, 1997 as the record date for
determination of shareholders entitled to vote at this meeting.
By Order of the Board of Trustees
Francois D. Sicart
Principal Executive Officer
February 14, 1997
You can help avoid the necessity and expense of sending follow-up letters to
ensure a quorum by promptly returning the enclosed proxy. If you are unable to
attend the meeting, please mark, sign, date and return the enclosed proxy so
that the necessary quorum may be represented at the meeting. The enclosed
envelope requires no postage if mailed in the United States.
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THE TOCQUEVILLE TRUST
1675 Broadway
New York, New York 10019
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees of
THE TOCQUEVILLE TRUST (the "Trust") with respect to THE TOCQUEVILLE EUROPE FUND
(the "Fund"), one of a series of underlying investment portfolios of the Trust,
a registered open-end investment company having its executive offices at 1675
Broadway, New York, New York 10019. The proxy is revocable at any time before it
is voted by sending written notice of the revocation to the Trust or by
appearing personally at the February 27, 1997 special meeting of shareholders of
the Fund (the "Special Meeting"). The cost of preparing and mailing the notice
of meeting, the proxy card, this proxy statement and any additional proxy
material has been or is to be borne by Tocqueville Asset Management L.P. (the
"Adviser"), the Fund's investment adviser. Proxy solicitations will be made
primarily by mail, but may also be made by telephone, telegraph, facsimile or
personal interview conducted by certain officers or employees of the Trust, or,
if necessary, a commercial firm retained for this purpose. In the event that the
shareholder signs and returns the proxy ballot, but does not indicate a choice
as to the one item on the proxy ballot, the proxy attorneys will vote those
shares in favor of such proposal.
On January 23, 1997, the record date for determining shareholders
entitled to receive notice of and vote at the Special Meeting (the "Record
Date"), the Fund had _______ shares of beneficial interest ("Shares")
outstanding, each Share being entitled to one vote.
The presence of a majority, in person or by proxy, constitutes a
quorum. For purposes of determining the presence of a quorum and counting votes
on the matters presented, Shares represented by abstentions and "broker
non-votes" will be counted as present, but not as votes cast, at the Special
Meeting. Under the Investment Company Act of 1940, as amended (the "1940 Act"),
the affirmative vote necessary to approve a matter under consideration may be
determined with reference to a percentage of votes present at the Special
Meeting, which would have the effect of treating abstentions and non-votes as if
they were votes against the proposal.
A copy of the Trust's Annual Report for the year ended October 31, 1996
(which contains information pertaining to the Fund) may be obtained, without
charge, by calling the Fund's Transfer Agent, Firstar Trust Company, P.O. Box
701, Milwaukee, WI 53201-0701 at (800) 697-3863.
This combined notice and proxy statement and the enclosed proxy card
are first being mailed to shareholders on or about February 14, 1997.
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INTRODUCTION
The Special Meeting is being called for the following purposes: to
approve or disapprove a restatement of the Fund's investment objective (Proposal
1) and to transact such other business as may properly come before the Special
Meeting or any adjournments thereof.
Approval of Proposal 1 requires the vote of a "majority of the
outstanding voting securities" of the Fund within the meaning of the 1940 Act,
which is defined to mean: (a) 67% or more of the outstanding Shares present at
the Special Meeting, if the holders of more than 50% of the outstanding Shares
are present or represented by proxy, or (b) more than 50% of the outstanding
Shares of the Fund, whichever is less.
MATTERS TO BE ACTED ON
Introduction to Proposal 1: Reasons for Proposed Restatement of the Fund's
Investment Objective and Related Changes to the Fund's Nonfundamental Investment
Policies.
At a Meeting of the Board of Trustees of the Trust held on December 12,
1996, the Trustees, including each of the Trustees present at the meeting who is
not an "interested person" of the Trust within the meaning of the 1940 Act (the
"Disinterested Trustees"), considered and unanimously approved a restatement of
the Fund's investment objective, subject to approval by shareholders of the
Fund, and certain changes to the Fund's related nonfundamental investment
policies. If approved by Shareholders, such changes will be effective on
February 28, 1997.
In approving these changes, the Trustees considered several factors,
including the expected benefits to the Fund through a wider diversification of
its assets across a broader country base, thereby increasing investment
opportunities for the Fund with the potential of spreading investment risks
among a greater number of issuers.
In addition, since the Fund has been and will continue to be operated
as a fund which primarily invests in equity securities, the Trustees determined
that, if such changes are adopted, the risks inherent in investing in the Fund
should be somewhat similar to those inherent at the present time under the
Fund's current investment objective and policies. (See "Risk Factors" under
Proposal 1, below, for a discussion of the risks associated with investment in
the Fund.)
Except for the Fund's investment objective and any investment policies
or restrictions which are specifically identified as fundamental, the Fund's
investment policies and restrictions are deemed to be nonfundamental. The
significance of an investment policy or restriction being fundamental is that it
may be changed only with the approval of shareholders.
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PROPOSAL 1
APPROVAL OR DISAPPROVAL OF A RESTATEMENT
OF THE FUND'S INVESTMENT OBJECTIVE
The current investment objective of the Fund is "long-term capital
appreciation consistent with preservation of capital primarily through
investments in securities of issuers located in Europe."
It is proposed that this investment objective be restated so that the
Fund's stated investment objective is "long-term capital appreciation consistent
with preservation of capital primarily through investments in securities of
non-U.S. issuers." If this proposal is approved by shareholders, the Fund's name
will be changed to The Tocqueville International Value Fund.
Description of the Proposed Change: Whereas the Fund's investments have
previously been concentrated in securities of companies located in Europe, the
approval of this proposal would provide the Fund with greater flexibility in
pursuing its investment objective.
In addition, if this Proposal is approved, the Fund's nonfundamental
policies related to its investment objective will be changed. Currently, as a
nonfundamental policy, under normal conditions at least 65% of the Fund's total
assets are invested in securities of issuers located in Europe. If the proposed
restatement of the Fund's investment objective is approved by the Fund's
shareholders, the Fund will adopt the following nonfundamental policy: Under
normal conditions, at least 65% of the Fund's total assets will be invested in
issuers located in at least three different countries outside the United States,
although for temporary defensive purposes, the Fund may invest all of its assets
in issuers located in a single foreign country. The Fund will invest most of its
assets in developed countries, although it may purchase securities of companies
located in developing countries. In addition, the Fund may invest up to 20% of
its total assets in issuers located in the United States (see the discussion of
investing for temporary defensive purposes, below).
The Fund will invest in a diversified portfolio consisting of common
stocks of companies that are considered by the Adviser to be out of favor and
undervalued in relation to their potential growth or earning power. Generally,
stocks which have underperformed market indices 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
Adviser to be out of favor. The Adviser will search 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 Adviser either on the basis
of past growth and profitability, as reflected in their financial statements, or
on the Adviser's conclusion that the company has achieved better results than
similar companies in a depressed industry which the Adviser believes will
improve within the next two years. There is no assurance that the Adviser'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
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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.
For temporary defensive purposes, when deemed necessary by the Adviser,
the Fund may invest up to 100% of its assets in U.S. Government obligations or
"high-quality" debt obligations of companies incorporated and having principal
business activities in the United States. When the Fund's assets are so
invested, they are not invested so as to meet the Fund's investment objective.
"High-quality" short-term obligations are those obligations which, at the time
of purchase, (1) possess a rating in one of the two highest ratings categories
from at least one nationally recognized statistical ratings organization
("NRSRO") (for example, commercial paper rated "A-1" or "A-2" by Standard &
Poor's Corporation or "P-1" or "P-2" by Moody's Investors Service, Inc.) or (2)
are unrated by an NRSRO but are determined by the Adviser to present minimal
credit risks and to be of comparable quality to rated instruments eligible for
purchase by the Fund under guidelines adopted by the Board of Trustees.
RISK FACTORS
Risks Associated with Foreign Investments
As the Fund is investing 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 the
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 the 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 the Fund, political or social instability or revolution, or
diplomatic developments which could affect investments in those countries.
The value of the Fund's investments denominated in foreign currencies
may depend in part on the relative strength of the U.S. dollar, and the 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 the
Fund invests in foreign securities they will usually be denominated in foreign
currency, and the Fund may temporarily hold funds in foreign currencies. Thus,
the 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
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investment income and gains, if any, to be distributed to shareholders by the
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.
Risks Associated with Investments in Companies Located in Emerging Markets
The Fund may invest in companies located 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 Fund invests 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.
Risks Associated with Options Transactions
The Fund may purchase put and call options on securities and on stock
indices to attempt to hedge its portfolio and to increase its total return. The
Fund may purchase call options when, in the opinion of the Adviser, the market
price of the underlying security or index will increase above the exercise
price. The Fund may purchase put options when the Adviser expects the market
price of the underlying security or index to decrease below the exercise price.
When the 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 the 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.
The 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 the Fund's
position, it would lose the premium it paid and transactions costs.
Risks Associated with Futures and Options on Futures Transactions
The Fund may enter into contracts for the future delivery of securities
or foreign currencies and futures contracts based on a specific security, class
of securities, foreign currency
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or an index, purchase or sell options on any such futures contracts and engage
in related closing transactions. A futures contract on a securities index is an
agreement obligating either party to pay, and entitling the other party to
receive, while the contract is outstanding, cash payments based on the level of
a specified securities index.
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 to hedge effectively 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 currencies,
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
involve the risk that if the 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.
For the reasons indicated above, the Trust's Board of Trustees
recommends that shareholders vote for the approval of the Fund's restated
investment objective.
VOTING INFORMATION AND DISCRETION
OF ATTORNEYS NAMED IN THE PROXY
While the Special Meeting is called to act upon any other business that
may properly come before it, at the date of this proxy statement the only
business which the management intends to present or knows that others will
present is the business mentioned in the Notice of Meeting. If any other matters
lawfully come before the Special Meeting, and in all procedural matters at the
Special Meeting, it is the intention that the enclosed proxy shall be voted in
accordance with the best judgment of the attorneys named therein, or their
substitutes, present and acting at the Special Meeting.
If at the time any session of the Special Meeting is called to order a
quorum is not present, in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those
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proxies which they are entitled to vote in favor of the proposal, in favor of
such an adjournment, and will vote those proxies required to be voted against
the proposal, against any such adjournment. A vote may be taken on one or more
of the proposals in this proxy statement prior to any such adjournment if
sufficient votes for its approval have been received and it is otherwise
appropriate.
As of January 23, 1997, the Trust believed that _________________ was
the shareholder of record of ______% of the outstanding Shares of the Fund. As
of such date, ____________ was believed to possess voting power with respect to
_____% of the outstanding Shares, in view of which such Shares could be deemed
to be beneficially owned by ________________ as of such date. However, the
Adviser and its affiliates have advised the Trust that they intend to vote any
Shares over which they have voting power at the Special Meeting (i) in the
manner instructed by the customers for which such shares are held, or (ii) in
the event that such instructions are not received, in the same proportion as the
votes cast by other shareholders (including advisory customers who furnish
voting instructions).
SUBMISSION OF PROPOSALS FOR THE
NEXT MEETING OF SHAREHOLDERS
Under the Trust's Declaration of Trust and By-Laws, annual meetings of
shareholders are not required to be held unless necessary under the 1940 Act
(for example, when fewer than a majority of the Trustees have been elected by
shareholders). Therefore, the Fund does not hold shareholder meetings on an
annual basis. A shareholder proposal intended to be presented at any meeting
hereafter called should be sent to the Trust at 1675 Broadway, New York, New
York 10019, and must be received by the Trust within a reasonable time before
the solicitation relating thereto is made in order to be included in the notice
or proxy statement related to such meeting. The submission by a shareholder of a
proposal for inclusion in a proxy statement does not guarantee that it will be
included. Shareholder proposals are subject to certain regulations under federal
securities law.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. IF YOU DO NOT EXPECT TO
ATTEND THE SPECIAL MEETING, PLEASE SIGN YOUR PROXY CARD PROMPTLY AND RETURN IT
IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS
NECESSARY.
February 14, 1997
BY ORDER OF THE BOARD OF TRUSTEES OF
THE TOCQUEVILLE TRUST
Francois D. Sicart, Principal Executive Officer
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THE TOCQUEVILLE TRUST
THE TOCQUEVILLE EUROPE FUND
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 27, 1997
Please refer to the Proxy Statement for a discussion of these matters.
THE UNDERSIGNED HOLDER(S) OF SHARES OF BENEFICIAL INTEREST OF THE TOCQUEVILLE
EUROPE FUND SERIES OF THE TOCQUEVILLE TRUST HEREBY CONSTITUTES AND APPOINTS
KIERAN LYONS AND ROBERT KLEINSCHMIDT, OR EITHER OF THEM, THE ATTORNEYS AND
PROXIES OF THE UNDERSIGNED, WITH FULL POWER OF SUBSTITUTION, TO VOTE THE SHARES
LISTED BELOW AS DIRECTED, AND HEREBY REVOKES ANY PRIOR PROXIES. To vote, mark an
X in blue or black ink on the proxy card below. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF TRUSTEES OF THE TOCQUEVILLE TRUST.
- ----------------------------Detach card at perforation and mail in postage paid
envelope provided-------------------------------------------------------------
I. Vote on Proposal to approve a restatement of the
Tocqueville Europe Fund's investment objective.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.
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- ----------------------------Detach card at perforation and mail in postage paid
envelope provided-------------------------------------------------------------
The Tocqueville Trust
PROXY
This proxy, when properly executed and returned, will be voted in the manner
directed herein by the undersigned. If no direction is made, this proxy will be
voted FOR approval of each proposal.
Please sign exactly as name appears on this card. When account is joint tenants,
all should sign. When signing as administrator, trustee or guardian, please give
title. If a corporation or partnership, sign in entity's name and by authorized
person.
x___________________
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x___________________
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Dated:_______________
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___________, 1997
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Schedule 14A Information required in proxy statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or Section 240.14a-12
The Tocqueville Trust
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(Name of Registrant as Specified in its Charter)
Joanne Doldo
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check appropriate box:
[ ] $125 per Exchange Act Rule 20a-1(c)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j) (3) [ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4)
and 0-11
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
- --------------------------------------------------------------------------------
4. Proposed maximum value of transaction
Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
<PAGE>
Rule 0- 11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid.
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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