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As filed, via EDGAR, with the Securities and
Exchange Commission on March 14, 1997
File No.: 33-8746
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __
[ ] Post-Effective Amendment No. __
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(check appropriate box or boxes)
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THE TOCQUEVILLE TRUST
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(Exact Name of Registrant as Specified in Charter)
212-698-0800
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(Area Code and Telephone Number)
1675 Broadway, New York, New York 10019
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(Address of Principal Executive Office) (Zip Code)
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Francois D. Sicart, President
The Tocqueville Trust
1675 Broadway
New York, New York 10018
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(Name and Address of Agent for Service)
Copies to:
Susan J. Penry-Williams, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
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The Registrant proposes that this filing become effective on April 13, 1997
pursuant to Rule 488(a) under the Securities Act of 1933.
The Registrant has registered an indefinite number of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940; accordingly, no fee is payable herewith. A Rule 24f-2 Notice for
Registrant's most recent fiscal year ended October 31, 1996 was filed with the
Commission on December 26, 1996.
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<PAGE>
THE TOCQUEVILLE TRUST
THE TOCQUEVILLE INTERNATIONAL VALUE FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-14
<TABLE>
<CAPTION>
PART A
N-14
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
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<S> <C> <C>
1. Beginning of Registration Statement Cross Reference Sheet;
and Outside Front Cover Page of Front Cover Page.
Prospectus
2. Beginning and Outside Back Cover
Page of Prospectus Front Cover Page.
3. Fee Table, Synopsis Synopsis; Risk
Information and Risk Factors Factors; Comparison of Fees and
Expenses.
4. Information About the Transaction Reasons for the Transaction;
Synopsis; Information about the
Transaction.
5. Information About the Registrant Synopsis; Comparison of the Funds'
Investment Objectives and Policies;
Information about the Funds;
Additional Information.
6. Information About the Company Synopsis; Comparison of
Being Acquired the Funds' Investment Objectives
and Policies; Information about the
Funds; Additional Information.
7. Voting Information Information Relating to Voting
Matters.
8. Interest of Certain Persons and Inapplicable.
Experts
9. Additional Information Required Inapplicable.
for Reoffering by Persons Deemed
to be Underwriters
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PART B
N-14
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
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<S> <C> <C>
10. Cover Page Cover Page.
11. Table of Contents Cover Page.
12. Additional Information About
the Registrant Statement of Additional Information
of The Tocqueville International
Value Fund dated February 28,
1997.
13. Additional Information About
the Company Being Acquired Inapplicable.
14. Financial Statements Statement of Additional Information
of The Tocqueville Trust which
incorporates the audited annual
financial statements of The
Tocqueville Asia-Pacific Fund and
The Tocqueville International Value
Fund as of October 31, 1996; and
the pro forma combined financial
statements of The Tocqueville Asia-
Pacific Fund and The Tocqueville
International Value Fund, as of
October 31, 1996.
</TABLE>
PART C
N-14
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
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15. Indemnification Indemnification.
16. Exhibits Exhibits.
17. Undertakings Undertakings.
- ii -
<PAGE>
[Tocqueville Trust letterhead]
April __, 1997
Dear Valued Shareholder:
At a recent Board of Trustees meeting of the Tocqueville Trust, the
Board unanimously recommended to rename the former Tocqueville Europe Fund and
merge the assets of the Tocqueville Asia-Pacific Fund into what is now called
the Tocqueville International Value Fund. The reasons for combining the two
funds are several:
First, there will be the potential to realize substantial benefits from
the economies of scale that are associated with a larger asset base. In
addition, the Trustees believe that there will be substantial benefits to the
combined 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 issues. We
have evaluated the risk profile of both funds separately, and informed the Board
of our belief that, as a general matter, long-term capital appreciation may more
likely be realized through investments in a more diversified international
investment portfolio such as that of the International Value Fund.
We realize that certain shareholders originally invested in either the
Europe Fund or Asia-Pacific Fund for regional specialization purposes. We now
believe, however, that combining these funds will enhance long-term performance
while reducing the overall risk exposure of the combined fund. Furthermore, our
goal will be to invest in more than sixty companies, while adhering to our
traditional value/contrarian philosophy, without regard to country or regional
specialization. We will continue to provide superior in-house research on a
bottom-up, company basis and seek value where others do not.
As portfolio manager to both original funds and now to the Tocqueville
International Value Fund, I remain committed to providing international
diversification for our clients and, in turn, solid investment results, based on
a clear investment strategy. Please carefully read through the enclosed proxy
statement and return the ballot at your earliest convenience. If you have any
questions or comments, I would be delighted to speak with each of you
personally.
With kind regards, I am
Sincerely
Francois Sicart
Chairman
<PAGE>
THE TOCQUEVILLE TRUST
THE TOCQUEVILLE ASIA-PACIFIC FUND
1675 BROADWAY
NEW YORK, NEW YORK 10019
(800) 697-3863
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
____________ , 1997
A Special Meeting of Shareholders (the "Meeting") of The Tocqueville
Asia-Pacific Fund (the "Asia-Pacific Fund") will be held on ________ , 1997 at
10:00 a.m. Eastern time, at the offices of The Tocqueville Trust (the "Trust"),
1675 Broadway, New York, New York 10019, for the following purposes, which are
more fully described in the accompanying Combined Prospectus/Proxy Statement
dated_______, 1997:
1. To approve a Plan of Reorganization and Liquidation providing for the
transfer of the assets of the Asia-Pacific Fund to The Tocqueville
International Value Fund, another portfolio of the Trust (the
"International Value Fund"), in exchange for shares of the
International Value Fund and the distribution of such shares to
shareholders of the Asia-Pacific Fund in liquidation of the
Asia-Pacific Fund; and
2. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
OF THE ASIA-PACIFIC FUND VOTE TO APPROVE THE PLAN OF REORGANIZATION AND
LIQUIDATION.
The Board of Trustees has fixed the close of business on _________, 1997 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Meeting or any adjournment thereof. The enclosed proxy is being
solicited on behalf of the Board of Trustees of the Trust.
Each shareholder who does not expect to attend in person is requested to
complete, date, sign and promptly return the enclosed form of proxy.
By order of the Board of
Trustees,
Francois D. Sicart
Principal Executive Officer
Dated: _______, 1997
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed proxy card, sign and
date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. In order to save any additional expense of further
solicitation, please mail your proxy promptly.
<PAGE>
THE TOCQUEVILLE TRUST
THE TOCQUEVILLE ASIA-PACIFIC FUND
THE TOCQUEVILLE INTERNATIONAL VALUE FUND
COMBINED PROSPECTUS/PROXY STATEMENT
________, 1997
This Combined Prospectus/Proxy Statement is sent to you in connection with
the solicitation of proxies by the Board of Trustees (the "Board") of The
Tocqueville Trust (the "Trust") on behalf of The Tocqueville Asia-Pacific Fund
(the "Asia-Pacific Fund") for a Special Meeting of Shareholders (the "Meeting")
to be held at the offices of the Trust, 1675 Broadway, New York, New York 10019
on ______ , 1997, at 10:00 a.m. Eastern time, at which shareholders of the
Asia-Pacific Fund will be asked to consider and approve a proposed Plan of
Reorganization and Liquidation (the "Plan").
The Plan provides for the transfer of the assets of the Asia-Pacific Fund
to The Tocqueville International Value Fund, another portfolio of the Trust (the
"International Value Fund"), in exchange for shares of the International Value
Fund. Following such transfer, shares of the International Value Fund will be
distributed to the existing shareholders of the Asia-Pacific Fund in liquidation
of the Asia-Pacific Fund. As a result of the proposed transactions, each
shareholder of the Asia-Pacific Fund will receive that number of full and
fractional shares of the International Value Fund equal in value at the close of
business on the date of the exchange to the value of that shareholder's shares
of the Asia-Pacific Fund. These transactions are referred to as the
"Reorganization." (The International Value Fund and the Asia-Pacific Fund are
sometimes referred to as a "Fund" and together as the "Funds").
The Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Trust is
organized as a Massachusetts business trust, and issues its shares of beneficial
interest in separate portfolios, each with its own investment objective and
policies. The investment objective of the International Value Fund is long-term
capital appreciation consistent with preservation of capital primarily through
investments in securities of non-U.S. issuers. The investment objective of the
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.
Tocqueville Asset Management L.P. provides each Fund with investment
advisory and certain administrative services.
This Combined Prospectus/Proxy Statement, which you should keep for future
reference, sets forth concisely the information about the International Value
Fund that a prospective investor should know before voting. THIS COMBINED
PROSPECTUS/PROXY STATEMENT IS ACCOMPANIED BY THE PROSPECTUS OF THE INTERNATIONAL
VALUE FUND DATED FEBRUARY 28, 1997, WHICH IS INCORPORATED BY REFERENCE IN ITS
ENTIRETY. A Statement of Additional Information dated ________, 1997 relating to
this Combined Prospectus/Proxy Statement (the "Related Statement of Additional
Information") has been filed with the Securities and Exchange Commission (the
"Commission") and is incorporated by reference into this Combined
Prospectus/Proxy Statement. Information about the Asia-Pacific Fund is
incorporated by reference to the Prospectus for the Asia-Pacific Fund dated
February 28, 1997, which has also been filed with the Commission. A Statement of
Additional Information dated February 28, 1997 for the International Value Fund
has been filed with the Commission and is incorporated into the Related
Statement of Additional Information. Copies of the Related Statement of
Additional Information and the current Prospectus and Statement of Additional
Information of the Asia-Pacific Fund may be obtained without charge by calling
1-800-697-3863 or writing the Trust at c/o Firstar Trust Company, P.O. Box 701,
Milwaukee, Wisconsin 53201-0701.
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<PAGE>
THE SECURITIES OF THE TOCQUEVILLE INTERNATIONAL VALUE FUND HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
COMBINED PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS COMBINED PROSPECTUS/PROXY
STATEMENT AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND,
IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE TOCQUEVILLE INTERNATIONAL VALUE FUND OR
THE TOCQUEVILLE ASIA-PACIFIC FUND.
TABLE OF CONTENTS
Synopsis.............................................................. 1
Risk Factors.......................................................... 3
Comparison of Fees and Expenses....................................... 3
Information About the Transaction..................................... 5
Reasons for the Transaction........................................... 7
Comparison of the Funds' Investment Objectives and Policies........... 8
Information About the Funds........................................... 9
Additional Information............................................... 11
Information Relating to Voting Matters............................... 11
Miscellaneous........................................................ 12
- iii -
<PAGE>
SYNOPSIS
This Synopsis provides a concise summary of the information contained in
this Combined Prospectus/Proxy Statement.
REASONS FOR THE TRANSACTION The Board of Trustees has unanimously
recommended the Reorganization and you
are being asked to vote for the Plan
because the Board believes that as
shareholders of the combined fund you
have the potential to realize
substantial benefits from the economies
of scale that are associated with a
larger asset base. In addition, the
Trustees believe that there will be
substantial benefits to the combined
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. See
"Reasons for the Transaction."
THE PLAN OF REORGANIZATION AND Under the Plan, the Asia-Pacific Fund
LIQUIDATION will transfer its assets to the
International Value Fund in exchange for
shares of the International Value Fund
and the assumption by the International
Value Fund of the liabilities of the
Asia-Pacific Fund. After the
transaction, you will receive that
number of shares of the International
Value Fund with a total value equal to
the net asset value of your shares of
the Asia-Pacific Fund, as determined at
the close of business on the date of the
exchange. You will not be charged a
sales charge for this transaction. See
"Reasons for the Transaction" and
"Information About the Transaction," and
the copy of the form of the Plan, which
is attached as Exhibit A.
TAX CONSEQUENCES Each Fund will receive an opinion of
counsel to the effect that no gain or
loss will be recognized by the
Asia-Pacific Fund, the International
Value Fund, or the shareholders of the
Asia-Pacific Fund as a result of the
Reorganization. See "Information about
the Transaction."
INVESTMENT OBJECTIVES AND POLICIES International Value Fund. The
International Value Fund seeks long-term
capital appreciation consistent with
preservation of capital primarily
through investments in securities of
non-U.S. issuers. The Fund will invest
in securities of companies that are
considered by its investment adviser to
be out of favor and undervalued in
relation to their potential growth or
earning power. The Fund will invest at
least 65% of its total assets in
securities of issuers located in at
least three different countries outside
the United States, including common
stock,
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<PAGE>
investment grade debt convertible into
common stock, depository receipts for
these securities and warrants. The Fund
does not intend to engage on an ongoing
basis in short-term trading.
Asia-Pacific Fund. The Asia-Pacific Fund
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.
Each Fund has additional investment
policies which are discussed under "Risk
Factors" and "Comparison of the Funds'
Investment Objectives and Policies."
MANAGEMENT OF THE FUNDS
Investment Adviser Tocqueville Asset Management L.P. (the
"Adviser") is the investment adviser for
each Fund. See "Information About the
Funds."
Administrator Under an Administrative Services
Agreement, the Adviser supervises the
administration of all aspects of each
Fund's operations. Firstar Trust Company
has been delegated and performs certain
administrative functions. See
"Information About the Funds."
Fees and Expenses The investment advisory and
administrative services fees are
identical for each Fund. Because the
investment advisory fees are at
breakpoints based on assets, it is
anticipated that due to a larger asset
base shareholders will be subject to
lower overall levels of investment
advisory fees and total fund expenses
for the foreseeable future as a result
of the Reorganization. See "Comparison
of Fees and Expenses."
DISTRIBUTION AND PURCHASE The procedures for purchasing and
PROCEDURES; EXCHANGE RIGHTS; redeeming shares are identical for each
REDEMPTION PROCEDURES Fund, and each Fund has identical
exchange privileges. See "Information
About the Funds."
OTHER CONSIDERATIONS In the event the shareholders of the
Asia-Pacific Fund do not approve the
Reorganization, the Board will consider
possible alternatives to the proposed
Reorganization. Shareholders have no
right of
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<PAGE>
appraisal, but may continue to redeem
their shares in accordance with normal
Fund policies.
This Synopsis is qualified by reference to the more complete information
contained elsewhere in this Combined Prospectus/Proxy Statement, including
information incorporated by reference herein from the accompanying Prospectus
for the International Value Fund dated February 28, 1997, and in the Plan of
Reorganization and Liquidation attached to this Combined Prospectus/Proxy
Statement as Exhibit A.
RISK FACTORS
As described more fully below under "Comparison of the Funds' Investment
Objectives and Policies," the principal difference in the investment objectives
and policies of the two Funds is that the International Value Fund has a broader
range of permissible foreign countries in which to invest than the Asia-Pacific
Fund.
The Adviser informed the Board that it had evaluated the risk profile of
the Asia-Pacific Fund and believed that, due to its narrower scope of
permissible investments, the Asia-Pacific Fund is akin to a "sector" fund and
has a greater risk exposure than the International Value Fund due to the
mandatory concentration of investments within certain Asian and Pacific Basin
countries. Although the International Value Fund may invest in a broader range
of foreign countries than the Asia-Pacific Fund, which may tend to decrease the
risks undertaken by a shareholder to some extent, shareholders should bear in
mind that investments in foreign securities generally involve certain risks not
ordinarily associated with investments in securities of domestic issuers. All
such risks are risks that have been undertaken by investing in the Asia-Pacific
Fund.
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 International Value Fund's foreign investments will present
less risk than a portfolio of domestic securities.
The value of the International Value 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. This risk also is present with respect to an investment in
the Asia-Pacific Fund.
In addition to the risks described above, the economies of other 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 International Value Fund and the Asia-Pacific Fund each may invest,
without limit, 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
each 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.
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<PAGE>
COMPARISON OF FEES AND EXPENSES
The following tables summarize and compare the fees and expenses of the
Funds. These tables are intended to assist shareholders in comparing the various
costs and expenses that shareholders directly and indirectly bear with respect
to an investment in the Asia-Pacific Fund and those that they can expect to bear
directly and indirectly as shareholders of the International Value Fund.
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
Maximum Sales
Maximum Sales Load Imposed Maximum
Load on on Reinvested Deferred Sales Redemption Exchange
Purchases Dividends Load Fee Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
International
Value Fund 4.00% None None * *
Asia-Pacific 4.00% None None * *
Fund
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a % of average net assets)
<TABLE>
<CAPTION>
Total
Management Rule 12b-1 Other Operating
Fee Distribution Fee (1) Expenses Expenses (2)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
International 1.00% 0.25% 0.75% 2.00%
Value Fund
Asia-Pacific 1.00% 0.25% 0.75% 2.00%
Fund
Pro Forma for 1.00% 0.25% 0.75% 2.00%
Combined Fund
</TABLE>
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(1) Under each Fund's Distribution Plan, the Adviser 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.
(2) Total Operating Expenses reflect the voluntary waiver and/or the
reimbursement of certain expenses. Absent such voluntary waiver and/or
reimbursement, Other Expenses and Total Operating Expenses for each Fund
would be: International Value Fund: 1.28% and 2.53%, respectively; and
Asia-Pacific Fund 2.04% and 3.29%, respectively. The Adviser has
voluntarily undertaken to waive and/or reimburse expenses during the
current fiscal year so that Total Fund Operating Expenses do not exceed
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<PAGE>
2.00% for either Fund. Should the Adviser decide during the current fiscal
year that such waiver and/or reimbursement cannot be maintained,
shareholders will receive 30 days notice of the change.
* The Transfer Agent charges a $12 service fee for each payment of redemption
proceeds made by wire.
** The Transfer Agent charges a $5 fee for each telephone exchange.
EXAMPLE
Using the above expenses, you would pay the following expense on a $1000
investment, assuming (1) five percent annual return and (2) full redemption at
the end of each period:
1 Year 3 Years 5 Years 110 Years
- ------------------------------------------------------------------------
International Value Fund $59 $100 $143 $263
Asia-Pacific Fund 59 100 143 263
Pro Forma for Combined Funds 59 100 143 263
The purpose of the table is to assist you in understanding the various costs and
expenses that an investor in each Fund will bear directly or indirectly. See
"Information About the Funds" for a more complete discussion of annual operating
expenses of the Funds. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.
FINANCIAL HIGHLIGHTS. Financial highlights with respect to the Funds is
incorporated by reference herein and is included in the Prospectuses and
Statements of Additional Information dated February 28, 1997 and in the annual
report to shareholders.
INFORMATION ABOUT THE TRANSACTION
PLAN OF REORGANIZATION AND LIQUIDATION. The Plan provides that on the
Closing Date (as defined below) of the Reorganization, substantially all of the
assets of the Asia-Pacific Fund will be transferred to the International Value
Fund.
In exchange for the transfer of the assets of the Asia-Pacific Fund, the
International Value Fund will assume the liabilities of the Asia-Pacific Fund
and will issue to the Asia-Pacific Fund full and fractional shares of the
International Value Fund. The Asia-Pacific Fund will distribute the shares of
the International Value Fund so received to shareholders of the Asia-Pacific
Fund, whose shares of the Asia-Pacific Fund will become void. Shareholders of
the Asia-Pacific Fund at the time of the Reorganization will become shareholders
of the International Value Fund and will receive the same dollar amount in
International Value Fund shares as the shareholder had held in shares of the
Asia-Pacific Fund.
For purposes of the Reorganization, the number of shares of the
International Value Fund to be issued to the Asia-Pacific Fund will have an
aggregate net asset value equal to the aggregate net asset value of the
Asia-Pacific Fund as of the close of business on the business day preceding the
Closing Date (the "Valuation Date"). Asset value determinations will be made in
accordance with the valuation procedures set forth in the Funds' then current
Prospectuses and Statements of Additional Information.
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<PAGE>
On, or as soon as practicable after, the Closing Date, the Asia-Pacific
Fund will liquidate and distribute pro rata the shares of the International
Value Fund received in the Reorganization to its shareholders of record.
Shareholders of record will be determined as of the close of business on the
Valuation Date. The liquidation and distribution will be accomplished by
establishing accounts on the share records of the International Value Fund in
the name of the Asia-Pacific Fund shareholders, each account reflecting
ownership of the respective number of shares of the International Value Fund due
to each shareholder of the Asia-Pacific Fund.
The consummation of the Reorganization is subject to certain conditions set
forth in the Plan. The Board of Trustees of the Trust may terminate the Plan at
any time prior to the closing of the Reorganization without liability on the
part of either Fund. Assuming satisfaction of the conditions of the Plan, the
closing date for the Reorganization will be on ________, 1997, or such other
date as is agreed to by the parties (the "Closing Date").
If the Reorganization is approved by shareholders, the Asia-Pacific Fund
reserves the right to sell portfolio securities and/or purchase other
securities, to the extent necessary so that the asset composition of the
Asia-Pacific Fund is consistent with the investment policies and restrictions of
the International Value Fund. Purchase and sale transactions would entail
transaction costs borne by the Asia-Pacific Fund. As of the date of this
Combined Prospectus/Proxy Statement, however, the Trust does not anticipate that
any significant changes will need to be made to portfolio of the Asia-Pacific
Fund for these purposes.
DESCRIPTION OF SHARES OF THE INTERNATIONAL VALUE FUND. Full and fractional
shares of the International Value Fund will be issued to the shareholders of the
Asia-Pacific Fund in accordance with the procedures under the Plan as described
above. Each share will be fully paid and nonassessable when issued and
transferrable without restriction and will have no preemptive or conversion
rights.
EXPENSES. The Reorganization will be effected for each Asia-Pacific Fund
shareholder at net asset value without the imposition of any sales charges.
Expenses otherwise incurred by the Funds in connection with the transactions
will be borne by each Fund.
SHAREHOLDER APPROVAL. Approval of the Plan requires the affirmative vote of
a "majority of the outstanding voting securities," within the meaning of the
1940 Act, of the Asia-Pacific Fund. The term "majority of the outstanding voting
securities" is defined under the 1940 Act to mean: (a) 67% or more of the
outstanding Shares present at the 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 Asia-Pacific Fund, whichever is less.
The Board may terminate the Plan at any time prior to the closing of the
transaction.
FEDERAL INCOME TAX CONSEQUENCES. At the closing of the Reorganization the
Trust will receive an opinion from counsel to the effect that, on the basis of
then current law and certain assumptions and representations, for federal income
tax purposes: (1) the Asia-Pacific Fund and the International Value Fund will
each be treated as a separate corporation for federal income tax purposes; (2)
the exchange by the Asia-Pacific Fund of substantially all of its assets in
exchange for shares of the International Value Fund and the assumption by the
International Value Fund of the liabilities of the Asia-Pacific Fund, and the
subsequent liquidation of the Asia-Pacific Fund pursuant to the Plan will
constitute a reorganization within the meaning of section 368(a)(l)(C) of the
Internal Revenue Code of 1986, as amended (the "Code"), and that the
Asia-Pacific Fund and the International Value Fund will each be "a party to a
reorganization" within the meaning of Code section 368(b); (3) the Asia-Pacific
Fund will not recognize any gain or loss as a result of the Reorganization; (4)
the International Value Fund will not recognize any gain or loss on the receipt
of the assets of the Asia-Pacific Fund in exchange for shares of the
International Value Fund; (5) the shareholders of the Asia-Pacific Fund will not
recognize any gain or loss on the exchange of their shares of the Asia-Pacific
Fund for shares of the International Value Fund; (6) the aggregate tax basis of
shares of the International Value Fund received by each shareholder of the
Asia-Pacific Fund will be the same as the aggregate tax basis of the shares of
the Asia-
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<PAGE>
Pacific Fund exchanged therefor; (7) the International Value Fund's adjusted tax
basis in the assets received from the Asia-Pacific Fund in the Reorganization
will be the same as the adjusted tax basis of such assets in the hands of the
Asia-Pacific Fund immediately prior to the Reorganization; (8) the holding
period of each former shareholder of the Asia-Pacific Fund in the shares of the
International Value Fund received in the Reorganization will include the period
during which such shareholder held his shares of the Asia-Pacific Fund as a
capital asset; and (9) the International Value Fund's holding periods in the
assets received from the Asia-Pacific Fund in the Reorganization will include
the holding periods of such assets in the hands of the Asia-Pacific Fund
immediately prior to the Reorganization.
The Asia-Pacific Fund and the International Value Fund have not sought a
tax ruling from the Internal Revenue Service ("IRS") with respect to the tax
aspects of the Reorganization, but will act in reliance upon the opinion of
counsel discussed in the preceding paragraph. Such opinion is not binding on the
IRS and does not preclude the IRS from adopting a contrary position. If for any
reason the Reorganization of the Asia-Pacific Fund did not qualify as a tax-free
reorganization for federal income tax purposes, then (i) the transfer of the
Asia-Pacific Fund's assets to the International Value Fund would be treated as a
taxable sale or exchange of those assets at fair market value, and (ii) the
exchange by the shareholders of the Asia-Pacific Fund of their Asia-Pacific Fund
shares for the International Value Fund shares would be treated as a taxable
exchange of the Asia-Pacific Fund shares, also at fair market value.
Shareholders should consult their own advisers concerning that and other
potential tax consequences of the Reorganization to them, including any
applicable state and local income tax consequences.
CAPITALIZATION. The following table shows the capitalization of the
Asia-Pacific Fund and the International Value Fund as of October 31, 1996, and
on a pro forma basis as of that date giving effect to the proposed acquisition
of assets at net asset value:
Net Assets Net Asset Shares
(As of 10/31/96) Value per Share Outstanding
--------------- --------------- -----------
Asia-Pacific Fund $18,137,658 $9.08 1,997,849
International Value Fund $23,932,331 $12.57 1,903,992
Pro Forma Combined $42,069,992 $12.57 3,346,924
REASONS FOR THE TRANSACTION
The Board considered the Reorganization at a meeting on March 6, 1997. At
the meeting, the Adviser recommended to the Trustees that they approve, and
recommend to the shareholders of the Asia-Pacific Fund for their approval, a
tax-free Reorganization of the Asia-Pacific Fund into the International Value
Fund, in accordance with the terms of the Plan.
Management of the Adviser ("Management") has been of the view that both
Funds and the Trust would benefit from a combination of the funds because of the
economies of scale that would come with a larger asset base and the simplication
of marketing the Trust's international value portfolio. In addition, Management
expects the combined fund to benefit from 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.
Management evaluated the risk profile of the Asia-Pacific Fund and informed
the Board of its belief that, as a general matter, long-term capital
appreciation may more likely be realized through investments in a more
diversified international investment portfolio such as that of the International
Value Fund because the Asia-Pacific Fund may have a greater risk exposure than
the International Value Fund due to the mandatory concentration of investments
within certain Asian and Pacific Basin countries. At the Board meeting,
- 7 -
<PAGE>
Management informed the Board of its belief that a reduction in expenses could
potentially be realized as a result of the elimination of duplicative costs
presently incurred for services that are performed for both Funds.
In making its recommendation, Management considered the fact that the
Adviser is the investment adviser to both Funds. In addition, Management
considered the similarities of the investment objectives and policies of the
Funds and the fact that the Funds share the same service providers. Further,
Management considered that the Reorganization would be effected as a tax-free
reorganization.
Given the above factors and the similarity in the investment strategies of
the Asia-Pacific Fund and the International Value Fund, the Adviser concluded
that combining the two Funds would be appropriate and would enable the
shareholders of the combined portfolio to benefit from certain economies of
scale, [including a lower expense ratio than that currently experienced by the
Asia-Pacific Fund], while also affording shareholders the continuing opportunity
to participate in a portfolio of foreign securities. The Adviser also believes
that by combining the Funds, the Adviser will be able to concentrate its
marketing resources on a single foreign stock fund to attract investors
interested in such a fund.
The Adviser indicated to the Board its belief that the most appropriate
method of combining the Asia-Pacific Fund into the International Value Fund
would be through a tax-free acquisition of the assets of the Asia-Pacific Fund
by the International Value Fund. The Adviser also stated that the Reorganization
is a better alternative than a taxable redemption of Asia-Pacific Fund shares or
an outright liquidation and dissolution of the Asia-Pacific Fund.
In considering the Adviser's proposal, the Board considered other
alternatives that are available to shareholders, including the ability to redeem
shares of the Asia-Pacific Fund prior to the Reorganization.
In reaching its decision to recommend shareholder approval of the
Reorganization, the Board made inquiries into a number of factors. The Board was
informed of the expense ratios of the Funds, and of applicable expense waivers,
as described above. In addition, the Board was advised that the Adviser could
not agree to indefinitely extend its voluntary expense waiver and reimbursement
arrangement. Without giving effect to the Adviser's voluntary
waiver/reimbursement, the total operating expenses of the Asia-Pacific Fund had
been 3.29% as of October 31, 1996. See "Information About the Funds - Expense
Ratios."
The Board also considered the following comparative investment performance
information regarding the Funds:
Total Return Information
One Year Period ended
October 31, 1996 Life of the Fund
--------------------- ----------------
International Value Fund 11.44% 8.68%
Asia-Pacific Fund -3.92% 2.97%
The factors considered by the Board included, among other things: (1)
recent and anticipated asset and expense levels of the Funds and future
prospects of each Fund; (2) the similarity of the investment advisory,
distribution and administration arrangements, the fact that the Funds have the
same custodian, transfer agent, dividend disbursing agent and independent
accountants, and the fact that the Funds expect the Reorganization to realize
savings in fixed expenses because of resulting efficiencies in administration,
portfolio management, and marketing; (3) alternative options to the
Reorganization; (4) the terms and conditions of the Reorganization; (5) the
similarity of the investment objectives, policies and restrictions of the two
Funds; and (6) the tax consequences expected to result from the Reorganization.
Based upon these factors, the Trustees unanimously determined that the
transaction would not result in dilution of the interests of, and would be in
the best interest of, the shareholders of each of the Funds and
- 8 -
<PAGE>
recommended that the shareholders of the Asia-Pacific Fund approve the
Reorganization and the Plan. The Trustees present at the March 6, 1997 Board
Meeting constituted a majority of all of the Trustees and a majority of those
Trustees who are not "interested persons" of the Adviser or the Funds, within
the meaning of the 1940 Act.
COMPARISON OF THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES
GENERAL. The investment objectives and policies of the Funds are
substantially similar. Both seek long-term capital appreciation consistent with
preservation of capital primarily through investing in a diversified portfolio
of common stocks principally traded in countries outside of North America. While
the Asia-Pacific Fund's principal investments are limited to countries in Asia
and the Pacific Basin, the International Value Fund may invest principally in a
broader range of countries.
INTERNATIONAL VALUE FUND. The investment objective of the International
Value Fund is long-term capital appreciation consistent with preservation of
capital primarily through investments in securities of non-U.S. issuers. Toward
this end the Fund invests 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 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 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 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.
Under normal conditions, at least 65% of the Fund's total assets will be
invested in at least three different countries outside the United States. 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 assets in the United States.
ASIA-PACIFIC FUND. The investment objective of the 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 Adviser 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 Adviser 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.
INFORMATION ABOUT THE FUNDS
INVESTMENT ADVISORY AGREEMENTS. The investment advisory agreement between
the International Value Fund and the Adviser (the "Investment Advisory
Agreement") contains terms that are the same as those set forth in the current
investment advisory agreement between the Asia-Pacific Fund and the Adviser
except for their execution and termination dates.
- 9 -
<PAGE>
The Adviser is registered with the Commission as an investment adviser and,
in addition to managing the Funds, is also engaged in the business of acting as
investment adviser to private accounts with combined assets of more than $600
million.
The Adviser, a limited partnership with it principal offices at 1675
Broadway, New York, New York 10019, acts as Adviser to each Fund under a
separate Investment Advisory Agreement which provides that the Adviser identify
and analyze possible investments for each Fund, and determine the amount,
timing, and form of such investments. The Adviser 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 Adviser'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 Adviser is an affiliate of Tocqueville Securities L.P., each
Fund's distributor.
ADVISORY AND DISTRIBUTION FEES. Under the current investment advisory
agreements of the International Value Fund and Asia-Pacific Fund, the Adviser
receives a fee from each Fund, calculated daily and 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, 0.75% of average daily net assets
in excess of $50 million but not exceeding $100 million, and 0.65% of the
average daily net assets in excess of $100 million. The fee is accrued daily for
the purposes of determining the offering and redemption price of each Fund's
shares.
Each Fund has adopted a distribution plan (each a "Distribution Plan")
pursuant to Rule 12b-1 of the 1940 Act. Pursuant to the Distribution Plans, a
Fund may incur distribution expenses related to the sale of its shares of up to
0.25% per annum of the Fund's average daily net assets.
The Distribution 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., the Fund's distributor, who enter into
agreements with the Fund or Tocqueville Securities L.P. The Distribution Plans
will only make payments for expenses actually incurred on a first-in, first-out
basis. The Distribution Plans may carry forward for an unlimited number of years
any unreimbursed expenses. If a Distribution Plan is terminated in accordance
with its terms, the obligations of the Fund to make payments pursuant to the
Distribution Plan will cease and the Fund will not be required to make any
payments past the date the Distribution Plan terminates.
ADMINISTRATOR. Under an Administrative Services Agreement, the Adviser
supervises the administration of all aspects of each Fund's operations,
including each Fund's receipt of services for which the Fund is obligated to
pay, provides each Fund with general office facilities and provides, at each
Fund's expense, the services of persons necessary to perform such supervisory,
administrative and clerical functions as are needed to effectively operate the
Funds. Those persons, as well as certain employees and Trustees of the Funds,
may be directors, officers or employees of (and persons providing services to
the Funds may include) the Adviser and its affiliates. For these services and
facilities, the Adviser 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
Funds. Certain administrative responsibilities have been delegated to and are
being performed by Firstar Trust Company.
EXPENSE RATIOS. As of October 31, 1996, the Asia-Pacific Fund had total net
assets of $ 18,137,658 and the International Value Fund had total net assets of
$23,932,334. As of October 31, 1996, the total expense ratio for the
Asia-Pacific Fund was 2.63% after fee waivers. Without fee waivers, the expense
ratio would have been 3.29% for the Asia-Pacific Fund. For the same period, the
total expense ratio for the International Value Fund was 1.98% after fee
waivers. Without fee waivers, the expense ratio would have been 2.53% for the
International Value Fund.
DIVIDENDS AND DISTRIBUTIONS. 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
- 10 -
<PAGE>
requirements imposed by the Internal Revenue Code of 1986. Distributions to
shareholders will be treated in the same manner for federal income tax purposes
whether received in cash or reinvested in additional shares of a Fund.
PURCHASE PROCEDURES AND EXCHANGE PRIVILEGES. The Funds have identical
purchase procedures and exchange privileges. Shares of both Funds are sold on a
continuous basis at net asset value and an initial sales charge, where
applicable.
REDEMPTION PROCEDURES. The Funds offer identical redemption features
pursuant to which proceeds of a redemption are remitted to shareholders.
GENERAL. Each Fund is a separate series of the Trust and, as such, has
identical rights under the Trust's Declaration of Trust and applicable
Massachusetts law. Each share of a Fund is entitled to one vote for all
purposes. Massachusetts law does not require registered investment companies,
such as the Trust, to hold annual meetings of shareholders and it is anticipated
that shareholder meetings will be held only when specifically required by
federal or state law. Shareholders have available certain procedures for the
removal of Trustees. The Trust indemnifies trustees and officers to the fullest
extent permitted under Massachusetts law.
ADDITIONAL INFORMATION
This Combined Prospectus/Proxy Statement and the Related Statement of
Additional Information do not contain all of the information set forth in the
registration statement and the exhibits relating thereto filed by the Trust with
the Commission under the Securities Act of 1933 and the 1940 Act, to which
reference is hereby made.
Information about the International Value Fund is included in its
Prospectus dated February 28, 1997, copies of which are included herewith and
incorporated by reference herein. Additional information about the International
Value Fund is included in the Statement of Additional Information dated February
28, 1997, which has been filed as part of the Related Statement of Additional
Information of this Combined Prospectus/Proxy Statement, dated _______, 1997 and
is included herein.
Both Funds file proxy materials, reports and other information with the
Commission. These documents and other information can be inspected and copied at
the Public Reference Facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of such material can also be
obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, Washington, D.C. 20549
at prescribed rates.
INFORMATION RELATING TO VOTING MATTERS
GENERAL INFORMATION. This Combined Prospectus/Proxy Statement is being
furnished in connection with the solicitation of proxies by the Board for the
Meeting. It is expected that the solicitation of proxies will be primarily by
mail. Representatives of the Adviser and the Trust and service contractors
retained by the Trust may contact shareholders directly to discuss voting on the
proposal set forth herein, and may also solicit proxies by telephone, telegraph
or personal interview. The International Value Fund and the Asia-Pacific Fund
will bear the cost of solicitation of proxies. It is anticipated that banks,
broker-dealers and other institutions will be requested to forward proxy
materials to beneficial owners and to obtain authorization for the execution of
proxies. The International Value Fund and the Asia-Pacific Fund may, upon
request, reimburse banks, broker-dealers and other institutions for their
expenses in forwarding proxy materials to beneficial owners.
Only shareholders of record of the Asia-Pacific Fund at the close of
business on ________, 1997 (the "Record Date"), will be entitled to vote at the
Meeting. As of the Record Date, there were __________ shares of the Asia-Pacific
Fund issued and outstanding and _________ shares of the International Value Fund
issued and outstanding.
- 11 -
<PAGE>
As of ________, 1997, Trustees and officers of the Trust owned less than 1%
of the outstanding shares of the International Value Fund. As of ______, 1997,
the Adviser was believed to possess voting power with respect to ________
(____%) of the outstanding shares of the Asia-Pacific Fund, in view of which
such shares could be deemed to be beneficially owned by Tocqueville Asset
Management, L.P. 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 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).]
As of _______, 1997, the following persons owned of record or beneficially
5% or more of the outstanding shares of either class of shares of the
Asia-Pacific Fund:
If the accompanying proxy is executed and returned in time for the Meeting,
the shares covered thereby will be voted in accordance with the instructions
thereon. In the absence of any instructions, such proxy will be voted to approve
the Reorganization. Any shareholder giving a proxy may revoke it at any time
before the Meeting by submitting to the Asia-Pacific Fund a written notice of
revocation or a subsequently executed proxy, or by attending the Meeting and
voting in person.
If a proxy represents a broker "non-vote" (that is, a proxy from a broker
or nominee indicating that such person has not received instructions from the
beneficial owner or other person entitled to vote shares on a particular matter
with respect to which the broker or nominee does have discretionary power) or
marked with an abstention (collectively, "abstentions"), the shares represented
thereby will be considered to be present at the meeting for purposes of
determining the existence of a quorum for the transaction of business.
QUORUM AND ADJOURNMENTS. The presence of a majority of the outstanding
shares of the Asia-Pacific Fund, in person or by proxy, constitutes a quorum. If
at the time any session of the 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 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 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 Meeting to be adjourned. The persons named as proxies will
vote those 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.
APPRAISAL RIGHTS. The Trust's Declaration of Trust does not grant
shareholders any rights of share appraisal. Shareholders have the right to
redeem their shares of the Asia-Pacific Fund at net asset value at any time
until the close of business on the business day prior to the Closing Date of the
Reorganization and, thereafter, shareholders may redeem from the International
Value Fund the International Value Fund shares acquired by them in the
Reorganization.
OTHER BUSINESS. The Board of Trustees knows of no other business to be
brought before the Meeting. However, if any other matters come before the
Meeting, proxies that do not contain specific restrictions to the contrary will
be voted on such matters in accordance with the judgment of the persons named as
Proxies.
FUTURE SHAREHOLDER PROPOSALS. Pursuant to rules adopted by the Commission
under the Securities Exchange Act of 1934, as amended (the "1934 Act"),
shareholders may request inclusion in the Asia-Pacific Fund's proxy statement
for an annual meeting of shareholders proposals that they intend to introduce at
such meeting. Any such proposals must be presented a reasonable time before the
proxy materials for the next meeting are sent to shareholders. The submission of
a proposal does not guarantee its inclusion in the proxy
- 12 -
<PAGE>
statement and is subject to limitations under the 1934 Act. The Asia-Pacific
Fund does not hold annual meetings of shareholders. For this reason, no
anticipated date of the next meeting, if any, can be provided.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF THE PLAN.
MISCELLANEOUS
FINANCIAL STATEMENTS. The financial statements of the Funds included in the
Related Statement of Additional Information relating to this Combined
Prospectus/Proxy Statement have been audited by McGladrey & Pullen, independent
accountants, for the periods indicated in their report thereon, which is
included in the annual report to shareholders for the year ended October 31,
1996.
- 13 -
<PAGE>
PART B
RELATED STATEMENT OF ADDITIONAL INFORMATION
THE TOCQUEVILLE TRUST
THE TOCQUEVILLE INTERNATIONAL VALUE FUND
__________, 1997
This Related Statement of Additional Information is not a prospectus,
but should be read in conjunction with the Combined Prospectus/Proxy Statement
of The Tocqueville Trust relating to The Tocqueville International Value Fund
(the "International Value Fund") dated ________, 1997, which may be obtained by
writing The Tocqueville Trust, c/o Firstar Trust Company, 615 East Michigan
Street, Milwaukee, Wisconsin 53202 or by calling 800-697-3863. Further
information about the International Value Fund is contained in the Statement of
Additional Information of the Fund dated February 28, 1997 and the audited
financial statements of the Fund for the period ended October 31, 1996, which
are both incorporated by reference herein. The audited financial statements of
The Tocqueville Asia-Pacific Fund (the "Asia-Pacific Fund") for the period ended
October 31, 1996 are also incorporated by reference herein.
The pro forma combined statement of assets and liabilities reflects the
financial position of International Value Fund at October 31, 1996 as though the
Reorganization occurred as of that date. The pro forma combined statement of
operations reflects the results of operations of the International Value Fund
and Asia-Pacific Fund for the period ended October 31, 1996 as though the
Reorganization occurred at the beginning of the period presented.
<PAGE>
<TABLE>
<CAPTION>
The Tocqueville International Value Fund
Pro Forma Portfolio of Investments
As of October 31, 1996
(Unaudited)
===================================================================================================================================
Shares Market Value
====================================================================================
International Asia- Pro Forma International Pro Forma
Value Pacific Combined Value Asia - Pacific Combined
-------------- -------- ------------ --------------------------- --------------
Common Stocks and Warrants - 77.6%
<S> <C> <C> <C> <C> <C> <C>
Australia - 1.8 %
Crown Limited* 75,000 75,000 $162,862 162,862
Normandy Mining Limited 78,500 78,500 107,006 107,006
QNI Limited 35,000 35,000 70,455 70,455
Resolute Samantha Limited 58,571 58,571 118,832 118,832
Woodside Petroleum Limited 40,000 40,000 282,137 282,137
--------- ----------- ------------
-- 741,292 741,292
--------- ----------- ------------
France -20.2%
Andre Trigano 2,000 2,000 62,600 62,600
APEM 4,000 4,000 168,630 168,630
Carbone Lorraine 4,000 4,000 594,702 594,702
Cie Europenne de Telesecurite C.E.T. 2,000 2,000 160,413 160,413
Credit National 2,000 2,000 105,638 105,638
Distriborg Distributes 8,000 8,000 522,556 522,556
Ducros Services Rapides SA rights* 10 10 6 6
Ducros Services Rapides SA* 10 10 117 117
Eaux (Cie Generale) 2,000 2,000 239,055 239,055
Emin Leydier 5,400 5,400 411,988 411,988
Europeene de Propulsion 1,800 1,800 169,725 169,725
Europeenne d'Extincteurs 12,000 12,000 706,600 706,600
Faiveley SA 9,700 9,700 573,066 573,066
Faiveley warrants 7/99* 700 700 5,560 5,560
Fraikin 8,000 8,000 424,117 424,117
GFI Industries 1,500 1,500 199,538 199,538
Infra Plus 6,210 6,210 410,615 410,615
JAJ Distribution SA 3,750 3,750 173,129 173,129
Lapeyre SA 6,500 6,500 318,146 318,146
Mediascience SA 1,900 1,900 185,845 185,845
Musee Grevin* 20,000 20,000 342,345 342,345
Societe Anonyme Francaise de Reassurances 2,600 2,600 407,410 407,410
Roberter SA 1,130 1,130 218,847 218,847
Rubis et Cie 12,500 12,500 379,270 379,270
SGS Thomson Microelectronics NV* 3,000 3,000 158,985 158,985
Sidergie SA 300 300 29,168 29,168
Societe Industrielle D'Aviations Latecoere SA 4,415 4,415 403,774 403,774
Sport Elec SA 4,220 4,220 296,369 296,369
Thompson CSF 20,000 20,000 624,046 624,046
Vilmorin et Cie 2,200 2,200 207,872 207,872
------------ ----------- ------------
8,500,132 -- 8,500,132
------------ ----------- ------------
----------- ----------- -----------
<PAGE>
<CAPTION>
Shares Market Value
====================================================================================
International Asia- Pro Forma International Pro Forma
Value Pacific Combined Value Asia - Pacific Combined
-------------- -------- ------------ --------------------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Hong Kong - 2.2%
ASM Pacific Technology 450,000 450,000 337,550 337,550
Guangdong Investments 610,000 610,000 437,844 437,844
Manhattan Card Company, Ltd. 340,000 340,000 168,193 168,193
------------ ----------- ------------
-- 943,587 943,587
------------ ----------- ------------
Indonesia - 9.2%
Astra International 500,000 500,000 1,041,085 1,041,085
Bukaka Teknik Utam 882,000 882,000 681,578 681,578
Chareon Pokhand Indonesia * 180,000 180,000 200,919 200,919
Citra Marga Nusaphala Persada 900,000 900,000 656,850 656,850
Hero Supermarket 330,000 330,000 205,426 205,426
Japfa Comfeed Indonesia 800,000 800,000 532,349 532,349
Pabrik Kertas Tjiwi Kimia 84,700 84,700 87,271 87,271
Steady Safe 455,267 455,267 444,654 444,654
------------ ------------- ------------
-- 3,850,132 3,850,132
------------ ------------- ------------
Japan - 6.8%
Bank of Tokyo - Mitsubishi 15,250 15,250 310,951 310,951
FCC Company Limited 8,000 8,000 235,542 235,542
H.I.S. Company Limited 3,300 3,300 175,180 175,180
Honda Motor Company, Ltd. 15,000 15,000 358,587 358,587
Meitec Corp. 5,000 5,000 102,830 102,830
Mitsui O.S.K. Lines* 33,000 33,000 92,231 92,231
Oiles Corp. 14,400 14,400 485,990 485,990
Paramount Bed 10,000 10,000 690,807 690,807
Rohm Company 7,000 7,000 415,275 415,275
------------ ------------- ------------
-- 2,867,393 2,867,393
------------ ------------- ------------
Malaysia - 3.8%
ACP Industries 54,000 54,000 354,799 354,799
Commerce Asset Holdings Bhd 40,000 40,000 261,231 261,231
Cycle & Carriage Ltd. 30,000 30,000 173,363 173,363
Ekran Berhad 65,000 65,000 272,709 272,709
Road Builder (m) Holding Bhd 105,000 105,000 540,273 540,273
------------ ------------- ------------
-- 1,602,375 1,602,375
------------ ------------- ------------
Netherlands - 6.3%
ABN Amro Holdings NV 5,300 5,300 299,599 299,599
Draka Holdings NV 10,000 10,000 330,091 330,091
Elsevier NV 20,000 20,000 332,449 332,449
IHC Caland NV 2,500 2,500 139,552 139,552
Kon PTT Nederland 5,000 5,000 180,961 180,961
Royal Dutch Petroleum Company 3,700 3,700 611,105 611,105
Volker Stevin 8,150 8,150 748,465 748,465
------------ ------------- ------------
2,642,222 -- 2,642,222
------------ ------------- ------------
----------- ----------- -----------
<PAGE>
<CAPTION>
Shares Market Value
====================================================================================
International Asia- Pro Forma International Pro Forma
Value Pacific Combined Value Asia - Pacific Combined
-------------- -------- ------------ --------------------------- --------------
<S> <C> <C> <C> <C> <C> <C>
New Zealand - 0.6%
Carter Holt Harvey Limited 50,000 50,000 112,495 112,495
Telecom Corporation of New Zealand Limited 25,000 25,000 130,005 130,005
------------ ------------- ------------
-- 242,500 242,500
------------ ------------- ------------
Philippines - 4.1%
DMCI Holdings, Inc.* 600,000 600,000 433,625 433,625
House of Investments Inc. 1,200,000 1,200,000 168,885 168,885
Ionics Circuit Inc.* 300,000 300,000 193,990 193,990
Universal Rightfield Properties Holding Inc.* 5,500,000 5,500,000 543,933 543,933
Universal Robina Corporation 460,000 460,000 209,966 209,966
Vitarich Corporation* 2,015,000 2,015,000 164,021 164,021
------------ ------------- ------------
-- 1,714,420 1,714,420
------------ ------------- ------------
Singapore - 6.2%
Development Bank of Singapore 33,000 33,000 395,869 395,869
Clipsal Industries, Ltd. 160,000 160,000 512,000 512,000
Crompton Greaves Ltd.* 41,500 41,500 186,542 186,542
Elec & Eltek International Company Ltd. 220,000 220,000 664,400 664,400
GPE Industries Limited 953,000 953,000 481,265 481,265
United Overseas Bank Ltd. 40,000 40,000 388,984 388,984
------------ ------------- ------------
-- 2,629,060 2,629,060
------------ ------------- ------------
South Korea - 2.5%
Samsung Disposal Devices Company 6,000 6,000 377,609 377,609
Samsung Electronic 9,420 9,420 662,393 662,393
------------ ------------- ------------
-- 1,040,002 1,040,002
------------ ------------- ------------
Spain - 4.1%
Aumar - Autopistas del Mare Nostrum SA 28,000 28,000 399,550 399,550
Centros Com Pryca 8,220 8,220 188,834 188,834
Const. Y Aux Ferr 8,400 8,400 329,299 329,299
Europistas CE SA 47,000 47,000 399,824 399,824
Gupo Anaya SA 15,000 15,000 296,958 296,958
OMSA Alimentacion 30,000 30,000 129,368 129,368
------------ ------------- ------------
1,743,833 -- 1,743,833
------------ ------------- ------------
Thailand - 2.7%
Krung Thai Bank Public Company Limited 120,000 120,000 324,770 324,770
Siam City Bank Public Company Limited 300,000 300,000 344,185 344,185
Thai Farmers Bank Public Company Limited 59,000 59,000 451,265 451,265
Thai Farmers Bank warrants 9/02* 800 800 784 784
------------ ------------- ------------
-- 1,121,004 1,121,004
------------ ------------- ------------
United Kingdom - 7.1%
British Telecom 31,000 31,000 179,254 179,254
Cairn Energy PLC * 38,000 38,000 224,984 224,984
Cairn Energy Rights* 12,666 12,666 412 412
Glaxo Wellcome 14,000 14,000 219,746 219,746
Hardy Oil & Gas PLC 80,000 80,000 345,478 345,478
Hays PLC 10,000 10,000 83,767 83,767
Jarvis PLC* 150,000 150,000 280,579 280,579
Linx Printing Tech 100,000 100,000 182,173 182,173
SEMA Group 59,090 59,090 856,363 856,363
Shanks & McEwan GP 200,000 200,000 374,106 374,106
Williams Holdings 40,000 40,000 236,174 236,174
------------ ----------- ------------
2,983,036 -- 2,983,036
----------- ----------- -----------
Total Common Stocks and Warrants (Cost $31,937,023 ) 15,869,223 16,751,765 32,620,988
----------- ----------- -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of contracts Market Value
================================== ===========================================
Asia- Pro Forma Asia- Pro Forma
International Pacific Combined International Pacific Combined
Foreign Currency Options - 0.0%
<S> <C> <C> <C> <C>
Put 250 French Franc 10 10 400 400
December 96 18.00
Put 250 German Mark 22 22 14,988 14,988
---------- --------- ------------
December 96 67.00
Total Foreign Currency Options 15,388 -- 15,388
---------- --------- ------------
</TABLE>
<TABLE>
<CAPTION>
Principal Amount Market Value
================================= ===========================================
Asia- Pro Forma Pro Forma
International Pacific Combined International Asia-Pacific Combined
Short-Term Investments - 22.3%
<S> <C> <C> <C> <C> <C>
Repurchase Agreement with State Street
Bank & Trust Company,4.0%, dated 10/31/96,
due 11/01/96, collateralized by U.S. Treasury
Notes valued at $1,454,048. Repurchase
proceeds of $1,419,158 (Cost $ 1,419,000) $1,419,00 1,419,000 1,419,000
Repurchase Agreement with State Street
Bank & Trust Company,4.0%, dated 10/31/96,
due 11/01/96, collateralized by U.S. Treasury
Notes valued at $2,084,656. Repurchase $2,042,000 2,042,000 2,042,000
proceeds of $2,042,227. (Cost $2,042,000)
U.S. Treasury Bills, 5.30%, 1/23/97 3,000,000 2,965,278 2,965,278
U.S. Treasury Bills, 5.06%, 2/20/97 3,000,000 2,953,750 2,953,750
------------ ------------ ------------
Total Short-Term Investments (Cost $9,377,603) 7,961,028 1,419,000 9,380,028
------------ ------------ ------------
Total Investments (Cost $41,340,209 ) - 99.9% 23,845,639 18,170,765 42,016,403
Other Assets & Liabilities, Net - 0.1% 86,695 (33,107) 53,588
============ ============ ============
Total Net Assets - 100.0% $23,932,334 $18,137,658 $42,069,991
============ ============ ============
* non-income producing security
See Notes to Pro Forma Financial Statements.
</TABLE>
<PAGE>
The Tocqueville International Value Fund
Pro Forma Statement of Assets and Liabilities
As of October 31, 1996
(unaudited)
<TABLE>
<CAPTION>
International Pro Forma Note Pro Forma
Value Asia - Pacific Adjustments Ref. Combined
============== ================ ================= ========= ============
Assets
<S> <C> <C> <C> <C> <C>
Investments, at value* 23,845,639 18,170,765 42,016,404
Foreign currency** 0 2,528 2,528
Cash 686 274 960
Receivable for investments sold 150,511 0 150,511
Dividends, interest & other receivable 85,592 16,741 102,333
Other assets 16,409 119 16,528
------------ ------------ -------------
24,098,837 18,190,427 42,289,264
------------ ------------ -------------
Liabilities
Payable for investments purchased 99,561 0 99,561
Accrued distribution fee 4,995 3,915 8,910
Accrued expenses and other liabilities 61,947 48,854 110,801
------------ ------------ -------------
------------
166,503 52,769 219,272
------------ ------------ -------------
Net Assets 23,932,334 18,137,658 42,069,992
============ ============ =============
Net assets consisted of:
Paid in capital 20,962,113 19,588,802 (413,294) 3e 40,137,621
Undistributed net investment income 242,163 0 242,163
Accumulated net realized gain (loss) 1,013,931 (413,294) 413,294 3e 1,013,931
Net unrealized appreciation (depreciation) 1,714,127 (1,037,850) 676,277
------------ ------------ -------------
==============
Net assets 23,932,334 18,137,658 1,442,932 3f 42,069,992
============ ============ ============== =============
Shares outstanding (unlimited shares of
$0.01 par value authorized) 1,903,992 1,997,849 3,346,924
Net asset value and redemption price per share 12.57 9.08 12.57
============ ============ ============== =============
* Cost of investments 22,131,708 19,208,501
** Cost of foreign currency 0 2,528
See Notes to Pro Forma Financial Statements.
</TABLE>
<PAGE>
The Tocqueville International Value Fund
Pro Forma Statement of Operations
Year Ended October 31, 1996
(unaudited)
<TABLE>
<CAPTION>
International Pro Forma Pro Forma
Value Asia - Pacific Adjustments Combined
============== ============== ========== =============
(Note 3)
<S> <C> <C> <C> <C>
Investment Income:
Dividends* 421,555 176,468 598,023
Interest 151,909 89,292 241,201
----------- ---------------- ----------- -----------
573,464 265,760 839,224
----------- ---------------- ----------- -----------
Expenses:
Investment adviser's fee 167,277 103,394 270,671
Custodian and fund accounting 78,690 84,180 (52,500) 110,370
Transfer agent and shareholder services 31,110 31,110 (18,000) 44,220
Professional fees 49,825 53,545 (18,000) 85,370
Distribution 41,820 25,850 67,670
Administration fee 25,092 15,509 40,601
Printing 3,660 3,660 7,320
Registration 12,810 12,810 25,620
Trustee fee 1,830 1,830 3,660
Fidelity bond 1,830 1,830 3,660
Amortization of organization costs 5,375 2,804 8,179
Other 3,660 3,660 7,320
----------- ---------------- ----------- -----------
Total expenses 422,979 340,182 (88,500) 674,661
Less: Fees waived (91,678) (68,727) (61,414) (221,819)
----------- ---------------- ----------- -----------
Net expenses 331,301 271,455 (149,914) 452,842
----------- ---------------- ----------- -----------
0
Net investment income (loss) 242,163 (5,695) 149,914 386,382
----------- ---------------- ----------- -----------
Realized and Unrealized Gain (Loss):
Net realized gain (loss):
Investments 1,116,998 (61,664) 1,055,334
Foreign currency translation (111,649) (27,035) (138,684)
Net change in unrealized appreciation
(depreciation) 1,432,158 (996,841) 435,317
----------- ---------------- ----------- -----------
Net gain(loss) 2,437,507 (1,085,540) 1,351,967
----------- ---------------- ----------- -----------
Net Increase (decrease) in Net Assets
Resulting from Operations 2,679,670 (1,091,235) 149,914 1,738,349
=========== ================ =========== ===========
* Net of Foreign Taxes Withheld 73,945 19,839
See Notes to Pro Forma Financial Statements.
</TABLE>
<PAGE>
1. BASIS OF PRESENTATION
(a) The pro forma financial statements give effect to the proposed combination
of The Tocqueville International Value Fund (TIVF) formerly The Tocqueville
Europe Fund and The Tocqueville Asia-Pacific Fund (TAPF), pursuant to a Plan of
Reorganization, under which all the assets of TAPF will be transferred to TIVF
in exchange solely for TIVF shares and the assumption of all the liabilities of
TAPF as of the "closing date".
The Reorganization will be accounted for as a tax free business combination. In
accordance with the method of accounting for such combinations of investment
companies, the historical cost basis of the investment securities acquired from
TAPF will be carried forward to TIVF, and the statements of operations, changes
in net assets and the financial highlights are not restated. The number of TIVF
shares to be issued in the combination will be determined by dividing the value
of the total net assets of TAPF on the closing date by the net asset value per
share of TIVF.
(b) The pro forma statement of operations excludes by adjustment certain
expenses which would have been eliminated upon the effectiveness of the proposed
combination; and reflects adjustment for expense waiver and/or reimbursement
provisions effective following the Reorganization. The pro forma statement of
operations does not necessarily reflect the result of operations as they would
have been had TIVF and TAPF constituted a singe entity during the 12 months
ended October 31, 1996.
(c) The pro forma portfolio of investments, the pro forma statement of
operations and the pro forma statement of assets and liabilities should be read
in conjunction with the historical financial statements of TIVF and TAPF.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) SECURITY VALUATION - Investments in securities, including foreign
securities, traded on an exchange 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 Trustees. When market quotations are not readily available, or
when restricted securities 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 interest, approximates market value.
(b) FEDERAL INCOME TAX - It is the Trust's policy to comply with the provisions
of the Internal Revenue Code ("Code") applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders. It is
also the Trust's intention 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.
<PAGE>
(c) DEFERRED ORGANIZATION EXPENSES - Expenses incurred in connection with the
organization of the TIVF are being amortized on a straight line basis over a
five-year period from the Fund's commencement of operations.
(d) FOREIGN CURRENCY TRANSLATION - Investments and other assets and liabilities
in foreign currencies are translated to U.S. dollars at the prevailing rates of
exchange. The Tocqueville Asia-Pacific Fund and The Tocqueville International
Value Fund are engaged in transactions in securities denominated in foreign
currencies and, as a result, enter into foreign exchange contracts. The
Tocqueville Asia-Pacific Fund and The Tocqueville International Value Fund are
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 the foreign
currency contracts are "marked to market" on a daily basis, which reflects the
changes 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 contracts are
closed, the Fund recognizes a realized gain or loss.
The Funds do not isolate that portion of 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.
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 or 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.
(e) USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of increases and decreases in
net assets from operations during the reporting period. Actual results could
differ from those estimates.
(f) OTHER - Investment and shareowner transactions are recorded no later than
the first business day after the trade date. Dividend income is recognized on
the ex-dividend date or at the time the Fund becomes aware. Interest 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 shareholders 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 trust's policy to take
possession of securities as collateral under repurchase agreements and to
determine on a daily basis that the value of such securities are sufficient to
cover the value of the repurchase agreements.
<PAGE>
3. DETAILS OF PROFORMA ADJUSTMENTS
(a) CUSTODIAN AND FUND ACCOUNTING - Elimination of duplicative costs.
(b) TRANSFER AGENT AND SHAREHOLDER SERVICES - Elimination of duplicative costs.
(c) PROFESSIONAL FEES - Elimination of duplicative costs.
(d) FEES WAIVED - To reflect a pro forma expense ratio of 2% of average net
assets, as provided in the Merger Agreement.
(e) ACCUMULATED NET REALIZED GAIN (LOSS) - To reclassify to capital paid in on
issuance of TIVF shares in merger.
(f) SHARES OUTSTANDING - Shares issued in merger.
<PAGE>
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.
THE TOCQUEVILLE TRUST
THE TOCQUEVILLE INTERNATIONAL VALUE FUND
PART C
Item 15. 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 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.
- iii -
<PAGE>
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.
<TABLE>
<CAPTION>
PART C. OTHER INFORMATION
ITEM 16. Exhibits
- ------- --------
<S> <C> <C>
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. Inapplicable.
EX-99.B4. Plan of Reorganization and Liquidation.(7)
EX-99.B5. Inapplicable.
EX-99.B6.(a) Investment Advisory Agreement between Registrant on behalf of The
Tocqueville Asia-Pacific Fund and Tocqueville Asset Management L.P.(5)
(b) Investment Advisory Agreement between Registrant on behalf of The
Tocqueville Europe Fund and The Tocqueville Asset Management L.P.(5)
EX-99.B7. Distribution Agreement between Registrant and Tocqueville Securities L.P.(5)
EX-99.B8. Inapplicable.
EX-99.B9.(a) Custodian Agreement between Registrant and Firstar Trust Company.(6)
(b) Global Custody Tri-Party Agreement between The Chase Manhattan Bank,
Firstar Trust and the Registrant on behalf of The Tocqueville Asia-Pacific
Fund.(6)
(c) Global Custody Tri-Party Agreement between The Chase Manhattan Bank,
Firstar Trust and the Registrant on behalf of The Tocqueville International
Value Fund.(6)
</TABLE>
- iv -
<TABLE>
<CAPTION>
<PAGE>
<S> <C> <C>
EX-99.B10. (a) Rule 12b-1 Plan for the Class A shares of The Tocqueville Asia-Pacific
Fund, as amended.(5)
(b) Rule 12b-1 Plan for the Class B shares of The Tocqueville Asia-Pacific
Fund.(5)
(c) Rule 12b-1 Plan for the Class A shares of The Tocqueville Europe Fund.(5)
(d) Rule 12b-1 Plan for the Class B shares of The Tocqueville Europe Fund.(5)
EX-99.B11. (a) Opinion of Kramer, Levin, Naftalis & Frankel as to legality of securities
being issued.(7)
(b) Opinion of Peabody & Brown as to legality of shares being issued.(7)
EX-99.B12. Opinion of Kramer, Levin, Naftalis & Frankel as to tax consequences of the
Reorganization.(8)
EX-99.B13. Inapplicable.
EX-99.B14 Consent of McGladrey & Pullen, LLP, independent accountants for the
Registrant.(7)
EX-99.B15. Inapplicable.
EX-99.B16. Inapplicable.
EX-99.B17 (a) The Registrant's declaration to
declaration to register an indefinite number
of shares pursuant to Rule 24f-2 under the
Investment Company Act of 1940.(1)
(b) Form of Proxy Card.(7)
(c) Prospectus and Statement of Additional
Information of The Tocqueville Trust
relating to The Tocqueville International
Value Fund, including audited financial
statements as of October 31, 1996.(6)
(d) Prospectus and Statement of Additional
Information of The Tocqueville Trust
relating to The Tocqueville Asia-Pacific
Fund, including audited financial statements
as of October 31, 1996.(6)
</TABLE>
- -----------------
(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) Previously filed in Post-Effective Amendment No. 14 on February 28, 1996.
(6) Previously filed in Post-Effective Amendment No. 16 on February 28, 1997.
(7) Filed herewith.
(8) To be filed by amendment.
- v -
<PAGE>
ITEM 17. Undertakings
- -------- ------------
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a
part of this Registration Statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act [17 CFR 230.145c], the reoffering prospectus will
contain the information called for by the applicable registration form
for reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the Registration Statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
(3) The undersigned Registrant undertakes to file, by post-effective
amendment, which may be filed under Rule 485(b) under the 1933 Act, an
opinion of counsel supporting the tax consequences of the proposed
reorganization within a reasonable time after receipt of such opinion.
- vi -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has caused this Registration Statement on Form N-14 to be signed on its behalf
in the City of New York, and State of New York on the 12th day of
March, 1997.
THE TOCQUEVILLE TRUST
By: /s/ FRANCOIS D. SICART
------------------------------
Francois D. Sicart
Prinicpal Executive Officer
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 12th day of March, 1997:
Signatures Title
- ---------- -----
/s/ FRANCOIS D. SICART Principal Executive Officer
- ------------------------- and Trustee
Francois D. Sicart
Trustee
- -------------------------
Bernard F. Combemale
/s/ JAMES B. FLAHERTY Trustee
- -------------------------
James B. Flaherty
/s/ INGE HECKEL Trustee
- -------------------------
Inge Heckel
/s/ ROBERT KLEINSCHMIDT President, Principal Operating
- ------------------------- Officer and Trustee
Robert Kleinschmidt
/s/ FRANCOIS LETACONNOUX Trustee
- ------------------------
Francois Letaconnoux
/s/Kieran Lyons Vice President and
- ------------------------ Principal Financial Officer
Kieran Lyons
- vii -
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit
- ------------- -------
99.B4 Plan of Reorganization and Liquidation.
99.B11(a) Opinion of Kramer, Levin, Naftalis & Frankel as to legality of
securities being issued.
99.B11(b) Opinion of Peabody & Brown as to legality of shares being
issued.
99.B14 Consent of McGladrey & Pullen, LLP, independent accountants
for the Registrant
99.B17(b) Form of Proxy Card
EXHIBIT A
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") is adopted by The
Tocqueville Trust, a Massachusetts business trust (the "Trust"), on behalf of
two of its portfolios, The Tocqueville Asia-Pacific Fund (the "Asia-Pacific
Fund") and The Tocqueville International Value Fund (the "International Value
Fund") as of ________, 1997. (The Asia-Pacific Fund and International Value Fund
are sometimes referred to as a "Fund" and together as the "Funds.")
W I T N E S S E T H :
---------------------
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, this Plan is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended, such reorganization to consist of the
transfer of all of the assets of the Asia-Pacific Fund in exchange for shares of
beneficial interest, no par value, of the International Value Fund
("International Value Fund Shares"), the assumption by the International Value
Fund of the liabilities of the Asia-Pacific Fund, and the distribution, after
the Closing (as defined in Section 5) of International Value Fund Shares to the
shareholders of the Asia-Pacific Fund in liquidation of the Asia-Pacific Fund,
all upon the terms and conditions hereinafter set forth in this Plan; and
WHEREAS, the Board of Trustees of the Trust, including a majority of the
Trustees who are not interested persons of the Trust, within the meaning of the
1940 Act, has determined with regard to each Fund that participating in the
transactions contemplated by this Plan is in the best interests of the Funds and
that the interests of shareholders of the Funds will not be diluted as a result
of such transactions.
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts and
declares the following Plan:
1. TRANSFER OF ASSETS. Subject to the terms and conditions set forth
herein, at the Closing the Trust shall transfer all of the assets of the
Asia-Pacific Fund to the International Value Fund, and in consideration
therefor, the International Value Fund shall assume all of the Liabilities (as
defined herein), and issue to the Trust, on behalf of the Asia-Pacific Fund,
International Value Fund Shares (the "New Shares") having an aggregate net asset
value equal to the value of the assets of the Asia-Pacific Fund transferred less
the Liabilities assumed. "Liabilities" shall mean the liabilities and
obligations reflected in an unaudited statement of assets and liabilities of the
Asia-Pacific Fund as of the close of business on the Valuation Date (as
hereinafter defined), determined in accordance with
<PAGE>
generally accepted accounting principles consistently applied from the
Asia-Pacific Fund's most recently completed audit period. The net asset value of
the New Shares and the value of the net assets of the Asia-Pacific Fund to be
transferred shall be determined as of the close of regular trading on the New
York Stock Exchange on the business day next preceding the Closing (the
"Valuation Date") using the valuation procedures set forth in the then current
prospectus and statement of additional information of the International Value
Fund.
The International Value Fund shall assume only the Liabilities, and no
other liabilities or obligations, whether absolute or contingent, known or
unknown, accrued or unaccrued. All Liabilities that exist at or after the
Closing shall, after the Closing, attach to the International Value Fund and may
be enforced against the International Value Fund to the same extent as if the
same had been incurred by the International Value Fund.
2. LIQUIDATION OF THE ASIA-PACIFIC FUND. Upon the consummation of the
transactions referred to in Section 1, the New Shares will be issued to the
Trust, to be credited to the accounts of shareholders of record of the
Asia-Pacific Fund at the close of business on the Valuation Date. At or as soon
as practicable after the Closing, the New Shares will be distributed to such
shareholders in exchange for and in liquidation and cancellation of the shares
of the Asia-Pacific Fund, each such shareholder to receive the number of New
Shares that is equal in dollar amount to the value of shares of beneficial
interest of the Asia-Pacific Fund held by such shareholder as of the close of
business on the Valuation Date. Such distribution will be accomplished by the
establishment of an open account on the share records of the International Value
Fund in the name of each shareholder of the Asia-Pacific Fund and representing
the respective number of New Shares due such shareholder. For these purposes,
the shareholders of record of the Asia-Pacific Fund as of the close of business
on the Valuation Date shall be certified by the transfer agent of the Trust.
The Trust shall file on behalf of the Asia-Pacific Fund such instruments of
dissolution, if any, as are necessary to effect the dissolution of the
Asia-Pacific Fund and shall take all other steps necessary to effect a complete
liquidation and dissolution of the Asia-Pacific Fund.
3. REPRESENTATIONS AND WARRANTIES.
(a) The Trust, on behalf of the Asia-Pacific Fund and International Value
Fund, hereby represents and warrants to the International Value Fund and
Asia-Pacific Fund as follows:
(i) the Trust is duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts and has full power and
authority to conduct its business as presently conducted;
(ii) the Trust has full power and authority to execute, deliver and
carry out the terms of this Plan on behalf of the Asia-Pacific Fund and
International Value Fund;
- 2 -
<PAGE>
(iii) the execution and delivery of this Plan on behalf of the
Asia-Pacific Fund and International Value Fund and the consummation of the
transactions contemplated hereby are duly authorized and no other proceedings on
the part of the Trust, the shareholders of the International Value Fund, or the
shareholders of the Asia-Pacific Fund (other than as contemplated in Section
4(f)) are necessary to authorize this Plan and the transactions contemplated
hereby;
(iv) this Plan has been duly executed by the Trust on behalf of the
Asia-Pacific Fund and the International Value Fund and constitutes its valid and
binding obligation, enforceable in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium and other rights
affecting creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Plan by the Trust on
behalf of the Asia-Pacific Fund or the International Value Fund, nor the
consummation by the Trust on behalf of the Asia-Pacific Fund or the
International Value Fund of the transactions contemplated hereby will conflict
with, result in a breach or violation of, or constitute (or with notice, lapse
of time or both constitute) a breach of or default under, the Declaration of
Trust or By-Laws of the Trust, or any statute, regulation, order, judgment or
decree, or any instrument, contract or other agreement to which the Trust is a
party or by which the Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental or other
public body or authority or any other party is necessary for the execution and
delivery of this Plan by the Trust on behalf of the Asia-Pacific Fund and the
International Value Fund or the consummation of any transactions contemplated
hereby, other than as shall be obtained at or prior to the closing.
4. CONDITIONS PRECEDENT. The obligations herein of the Trust to effectuate
the Plan shall be subject to the satisfaction of the following conditions:
(a) At or immediately prior to the Closing, the Trust shall have declared
and paid a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to the shareholders of the
Asia-Pacific Fund all of the Fund's investment company taxable income for
taxable years ending at or prior to the Closing (computed without regard to
any deduction for dividends paid) and all of its net capital gain, if any,
realized in taxable years ending at or prior to the closing (after
reduction for any capital loss carry-forward);
(b) Such authority and orders from the Securities and Exchange Commission
(the "Commission") and state securities commissions as may be necessary to
permit the Trust to carry out the transactions contemplated by this Plan
shall have been received;
(c) A registration statement of the Trust on Form N-14 under the Securities
Act of 1933, as amended (the "Securities Act"), and such amendment or
amendments thereto as are determined by the Board of Trustees of the Trust
to be necessary and
- 3 -
<PAGE>
appropriate to effect such registration of the New Shares (the
"Registration Statement"), shall have been filed with the Commission and
shall have become effective, and no stop-order suspending the effectiveness
of such Registration Statement shall have been issued, and no proceeding
for that purpose shall have been initiated or threatened by the Commission
(unless withdrawn or terminated);
(d) The New Shares shall have been duly qualified for offering to the
public in all states in which such qualification required for consummation
of the transactions contemplated hereunder.
(e) The Board of Trustees of the Trust shall have received a legal opinion
from outside counsel, in form and substance reasonably satisfactory to the
Board of Trustees of the Trust, as to tax and corporate matters related to
this Plan, including, without limitation, that the proposed reorganization
will not result in any taxable gain or loss to the Asia-Pacific Fund or its
shareholders; and
(f) This Plan and the proposed reorganization contemplated hereby shall
have been approved by shareholders of the Asia-Pacific Fund in accordance
with the 1940 Act, at a meeting of shareholders of the Asia-Pacific Fund to
be duly called for such purpose.
5. CLOSING. The Closing shall be held at the offices of the Trust and shall
occur as of the commencement of business on (a) _______, 1997, or (b) if all
regulatory or shareholder approvals shall not have been received by such date,
then on the first Monday following receipt of all necessary regulatory approvals
and the final adjourned meeting of shareholders of the Asia-Pacific Fund at
which this Plan is considered and approved, or (c) such later time as the Trust
may determine, giving consideration to the best interests of the Funds. All acts
taking place at the Closing shall deemed to take place simultaneously unless
otherwise provided.
6. EXPENSES. The expenses of the transactions contemplated by this Plan
shall be borne by the Funds in proportion to their respective net assets, valued
at the Closing, whether or not the transactions contemplated hereby are
consummated.
7. TERMINATION. This Plan and the transactions contemplated hereby may be
terminated and abandoned by resolution of the Board of Trustees of the Trust, at
any time prior to the Closing, if circumstances should develop that, in the
opinion of the Board, in its sole discretion, make proceeding with this Plan
inadvisable for either Fund. In the event of any such termination, there shall
be no liability for damages on the part of either Fund, or its agent or
officers, to the other Fund, or its agents or officers.
8. AMENDMENTS. This Plan may be amended, waived or supplemented in such
manner as may be mutually agreed upon in writing by the authorized officers of
the Trust with respect to either Fund; provided, however, that following the
meeting of the Asia-Pacific Fund shareholders called by the Trust pursuant to
Section 4(f) of this Plan, no such amendment, waiver or supplement may have the
effect of changing the provisions for
- 4 -
<PAGE>
determining the amount of International Value Fund Shares to be issued to the
Asia-Pacific Fund shareholders under this Plan, or otherwise to the detriment of
such shareholders, without their further approval.
9. GOVERNING LAW. This Plan shall be governed and construed in accordance
with the laws of Massachusetts, without giving effect to the conflicts of laws
provisions thereof.
10. FURTHER ASSURANCES. The Trust, with respect to the Asia-Pacific Fund
and the International Value Fund, shall take such further action, prior to, at,
and after the Closing, as may be necessary or desirable and proper to consummate
the transactions contemplated hereby.
IN WITNESS WHEREOF, the Board of Trustees of the Trust has caused this Plan
to be executed on behalf of each Fund as of the date first set forth above by
their duly authorized representatives.
THE TOCQUEVILLE TRUST
on behalf of The Tocqueville Asia-Pacific Fund
Attest:
By:______________________________
- ----------------
THE TOCQUEVILLE TRUST
on behalf of The Tocqueville International Value
Fund
Attest:
By:___________________________
- ------------------
- 5 -
Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
Arthur H. Aufses III Monica C. Lord Sherwin Kamin
Thomas D. Balliett Richard Marlin Arthur B. Kramer
Jay G. Baris Thomas E. Molner Maurice N. Nessen
Philip Bentley Thomas H. Moreland Founding Partners
Saul E. Burian Ellen R. Nadler Counsel
Barry Michael Cass Gary P. Naftalis _____
Thomas E. Constance Michael J. Nassau
Michael J. Dell Michael S. Nelson Martin Balsam
Kenneth H. Eckstein Jay A. Neveloff Joshua M. Berman
Charlotte M. Fischman Michael S. Oberman Jules Buchwald
David S. Frankel Paul S. Pearlman Rudolph de Winter
Marvin E. Frankel Susan J. Penry-Williams Meyer Eisenberg
Alan R. Friedman Bruce Rabb Arthur D. Emil
Carl Frischling Allan E. Reznick Maxwell M. Rabb
Mark J. Headley Scott S. Rosenblum James Schreiber
Robert M. Heller Michele D. Ross Counsel
Philip S. Kaufman Max J. Schwartz _____
Peter S. Kolevzon Mark B. Segall
Kenneth P. Kopelman Judith Singer M. Frances Buchinsky
Michael Paul Korotkin Howard A. Sobel Abbe L. Dienstag
Shari K. Krouner Jeffrey S. Trachtman Ronald S. Greenberg
Kevin B. Leblang Jonathan M. Wagner Debora K. Grobman
David P. Levin Harold P. Weinberger Christian S. Herzeca
Ezra G. Levin E. Lisk Wyckoff, Jr. Jane lee
Larry M. Loeb Pinchas Mendelson
Lynn R. Saidenberg
Special Counsel
-----
FAX
(212) 715-8000
---
WRITER'S DIRECT NUMBER
(212)715-9100
-------------
March 12, 1997
The Tocqueville Trust
1675 Broadway
New York, New York 10018
Re: Reorganization of The Tocqueville Asia-Pacific Fund into The
Tocqueville International Value Fund
------------------------------------
Gentlemen:
We have acted as counsel to The Tocqueville Trust, a Massachusetts
business trust ("Trust"), and two of its series The Tocqueville
International Value Fund ("International Value Fund") and The Tocqueville
Asia-Pacific Fund ("Asia-Pacific Fund"), in connection with an Agreement and
Plan of Reorganization (the "Plan") adopted by the Board of Trustees of the
Trust on March 6, 1997, and to be presented to Shareholders of Asia-Pacific Fund
on May 1, 1997. Pursuant to the Plan, substantially all of the then-existing
assets of Asia-Pacific Fund will be transferred to International Value Fund in
exchange for (i) the assumption of all the obligations and liabilities of
Asia-Pacific Fund by International Value Fund and (ii) the issuance and delivery
to Asia-Pacific Fund of full and fractional shares of International Value Fund's
shares of beneficial interest (the "Shares"), and such Shares shall be
distributed by Asia-Pacific Fund pro rata to its shareholders upon its
liquidation. This opinion is furnished to you pursuant to paragraph 4(e) of the
Plan. Capitalized terms used herein without definition which are defined in the
Plan have the same respective meanings herein as therein.
In rendering this opinion, (i) we have relied upon our knowledge that
the Board of Trustees of the Trust, including a majority of the trustees who are
not interested persons, has determined that the Reorganization is in the best
interests of the existing shareholders of
<PAGE>
KRAMER, LEVIN, NAFTALIS & FRANKEL
The Tocqueville Trust
March 12, 1997
Page 2
International Value Fund and Asia-Pacific Fund, and (ii) we have relied as to
factual matters on representations provided by the officers of the Trust and
have not independently established or verified the accuracy of such factual
matters.
As counsel for the Trust, we have reviewed its Declaration of Trust, as
amended, Bylaws, resolutions of the Board of Trustees, registration statements
(including the prospectuses contained therein), and the combined
prospectus/proxy statement prepared in contemplation of the Reorganization and
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933 (the "Prospectus/Proxy Statement"). We also have made such inquiries of
public officials and officers of the Trust and have examined originals,
certified copies or copies otherwise identified to our satisfaction of such
other documents, records and other instruments as we have deemed necessary or
appropriate for the purposes of our opinions. With respect to all documents we
reviewed or examined, we have assumed the genuineness of all signatures on
original documents and the conformity to the original documents of all copies.
We are members of the Bar of the State of New York and do not hold
ourselves out as experts on, or express any opinion as to, the law of any state
or jurisdiction other than the laws of the State of New York and applicable
federal laws of the United States which are in effect on the date hereof. As to
matters involving Massachusetts law, we have relied solely upon an opinion of
Peabody & Brown, special Massachusetts counsel to the Trust, a copy of which is
attached as Exhibit A, and our opinion is subject to the qualifications and
limitations set forth therein, which are incorporated herein by reference as
though fully set forth herein.
Based upon, and subject to, the foregoing, we are of the opinion that:
(1) the Trust is established as a Massachusetts business trusts
and is validly existing under the laws of the Commonwealth of
Massachusetts,
(2) the Trust is an open-end investment company of the management
type registered under the 1940 Act,
(3) the Plan and the Reorganization provided for therein have
been duly authorized and approved by all requisite trust action
of the Trust,
(4) the Plan and the Reorganization provided for therein does not
result in any violation of the Declarations of Trust or By-laws
of the Trust, and
<PAGE>
KRAMER, LEVIN, NAFTALIS & FRANKEL
The Tocqueville Trust
March 12, 1997
Page 3
(5) International Value Fund Shares to be issued in the
Reorganization will be duly authorized and upon issuance thereof
in accordance with the Plan will be validly issued, fully paid
and non-assessable Shares (recognizing that, under Massachusetts
law, shareholders of International Value Fund could, under
certain circumstances, be held personally liable for obligations
of International Value Fund).
This opinion letter is solely for your benefit and is not to be quoted
in whole or in part, summarized or otherwise referred to, nor is it to be filed
with or supplied to any governmental agency or other person without the written
consent of this firm. This opinion letter is rendered as of the date hereof. We
specifically disclaim any responsibility to update or supplement this opinion
letter to reflect any events or state of facts which may hereafter come to our
attention, or any changes in statutes or regulations or any court decisions
which may hereafter occur.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel
-------------------------------------
PEABODY & BROWN
A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110-1832
(617) 345-1000
March 12, 1997
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022-3862
Gentlemen:
We have acted as special counsel in connection with your delivery of an
opinion letter as counsel to The Tocqueville Trust, a Massachusetts business
trust (the "Trust") in connection with the Registration Statement on Form N-14
under the Securities Act of 1933, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission to register shares of
beneficial interest, $.01 par value ("Shares") of The Tocqueville International
Value Fund (the "Fund"). Such shares are to be issued in connection with an
Agreement and Plan of Reorganization (the "Plan") whereby all the assets of the
The Tocqueville Asia-Pacific Fund ("TAPF") will be transferred to the Fund in
exchange for the Shares and such Shares shall be distributed to shareholders of
the TAPF upon its liquidation.
In rendering this opinion, we have examined and are familiar with the
following:
(a) the Agreement and Declaration of Trust, as amended (the "Trust
Agreement"), certified by the Secretary of State of the Commonwealth of
Massachusetts, and the By-Laws of the Trust, certified by the Trust's
Secretary;
(b) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the legal existence and good standing of the Trust in
Massachusetts dated March 7, 1997 and
(c) the votes of the Board of Trustees of the Trust adopted on March
6, 1997, certified by the Trust's Secretary, approving the Plan and the
transactions contemplated thereby.
<PAGE>
Kramer, Levin, Naftalis & Frankel
March 12, 1997
Page 2
Our opinion in paragraph 1 below, as it relates to the valid existence and
good standing of the Trust, is based solely upon the certificate of the
Secretary of State of the Commonwealth of Massachusetts referred to in (b) above
and is limited accordingly, and as to such matters our opinion is rendered as of
the date of such certificate.
Our opinion in paragraph 2 below, as it relates to the nonassessability of
the shares of the Fund, is qualified to the extent that under Massachusetts
law, shareholders of a Massachusetts business trust may be held personally
liable for the obligations of the Trust. In this regard, however, please be
advised that the Trust Agreement disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation or instrument entered into or executed by the Trust
or the Trustees. Also, the Trust Agreement provides for indemnification out of
the Trust's property for all loss and expense of any shareholder held personally
liable for the obligations of the Trust.
Insofar as our opinions relate to factual matters, information with respect
to which is in the possession of the Trust, we have made inquiries to the extent
we believe reasonable with respect to such matters, and have relied upon
representations made to us by one or more officers of the Trust.
We express no opinion as to compliance with any state or federal securities
laws. For purposes of this opinion letter, we have not made an independent
review of the laws of any state or jurisdiction other than the Commonwealth of
Massachusetts and express no opinion with respect to the laws of any
jurisdiction other than the laws of the Commonwealth of Massachusetts.
We understand that the foregoing assumptions, limitations and
qualifications are acceptable to you.
Based on, in reliance upon, and subject to the foregoing, we are of the
opinion that:
1. The Trust is a duly organized and validly existing business trust
in good standing under the laws of the Commonwealth of Massachusetts.
2. The Shares when issued in accordance with the terms of the Plan and
the Trust's Registration Statement on Form N-14, will be validly issued,
fully paid and non-assessable by the Trust.
<PAGE>
Kramer, Levin, Naftalis & Frankel
March 12, 1997
Page 3
We understand you will be delivering an opinion to the Trust as to, among
other things, the legality of the Shares, which opinion will be filed as an
exhibit to the Registration Statement. This opinion letter is solely for your
use in connection with the delivery of your opinion to the Trust, and we consent
to the inclusion of this opinion with your opinion to the Trust, as an exhibit
to the Registration Statement.
This opinion may not be used for any other purpose or relied upon by any
you or by other person or entity without our prior written consent.
Very truly yours,
/s/ Peabody & Brown
-------------------
[McGladrey & Pullen, LLP - Letterhead]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference of our reports
dated December 13, 1996 on the financial statements of The Tocqueville Fund, The
Tocqueville Asia-Pacific Fund, The Tocqueville International Value Fund
(formerly The Tocqueville Europe Fund), The Tocqueville Small Cap Value Fund and
The Tocqueville Government Fund series of The Tocqueville Trust, referred to
therein in the Registration Statement on Form N-14 as filed with the Securities
and Exchange Commission.
We also consent to the reference to our firm in Form N-14 under the
caption "Miscellaneous."
/s/ McGladrey & Pullen, LLP
---------------------------
McGladrey & Pullen, LLP
New York, New York
March 12, 1997
THE TOCQUEVILLE TRUST
THE TOCQUEVILLE ASIA-PACIFIC FUND
SPECIAL MEETING OF SHAREHOLDERS -- ________ __, 1997
Please refer to the Combined Prospectus/Proxy Statement for a discussion of
these matters. THE UNDERSIGNED HOLDER(S) OF SHARES OF BENEFICIAL INTEREST OF THE
TOCQUEVILLE ASIA-PACIFIC FUND 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----
1. Vote on Proposal to approve a Plan of Reorganization and
Liquidation with respect to The Tocqueville Asia-Pacific
Fund.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<PAGE>
- -----Detach card at perforation and mail in postage paid envelope provided------
THE TOCQUEVILLE TRUST
THE TOCQUEVILLE ASIA-PACIFIC FUND
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________________________________________________________
x________________________________________________________
Dated:______________________________________________, 1997
