================================================================================
As filed, via EDGAR, with the Securities and
Exchange Commission on April 10, 1997
File No.: 33-8746
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[x] Pre-Effective Amendment No. 1
[ ] Post-Effective Amendment No. __
----------------------------------
(check appropriate box or boxes)
-------------------
THE TOCQUEVILLE TRUST
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
212-698-0800
-------------------------------
(Area Code and Telephone Number)
1675 Broadway, New York, New York 10019
-------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
-------------------
Francois D. Sicart, President
The Tocqueville Trust
1675 Broadway
New York, New York 10018
--------------------------------------
(Name and Address of Agent for Service)
Copies to:
Susan J. Penry-Williams, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
-----------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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.
================================================================================
<PAGE>
THE TOCQUEVILLE TRUST
THE TOCQUEVILLE INTERNATIONAL VALUE FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-14
<TABLE>
<CAPTION>
The Registrant has filed the information required in the prospectus/proxy
statement in the Registration Statement on Form N- 14 on March 14, 1997,
(accession #0000922423-97-000207) and it is hereby incorporated by reference.
The Registrant has not amended its prospectus/proxy statement.
PART A
N-14
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- - ------- ------------ -------------------
<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>
- i -
<PAGE>
<TABLE>
<CAPTION>
PART B
N-14
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- - ------- ------------ --------------------
<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
- - ------- ------------ -------------------
15. Indemnification Indemnification.
16. Exhibits Exhibits.
17. Undertakings Undertakings.
- ii -
<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 42,016,404
Other Assets & Liabilities, Net - 0.1% 86,695 (33,107) 53,588
============ ============ ============
Total Net Assets - 100.0% $23,932,334 $18,137,658 $42,069,992
============ ============ ============
* 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 40,550,915
Undistributed net investment income 242,163 0 242,163
Accumulated net realized gain (loss) 1,013,931 (413,294) 600,637
Net unrealized appreciation (depreciation) 1,714,127 (1,037,850) 676,277
------------ ------------ -------------
Net assets 23,932,334 18,137,658 42,069,992
============ ============ =============
Shares outstanding (unlimited shares of
$0.01 par value authorized) 1,903,992 1,997,849 1,442,932 3f 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) 3a 110,370
Transfer agent and shareholder services 31,110 31,110 (18,000) 3b 44,220
Professional fees 49,825 53,545 (18,000) 3c 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 ( 2,804) 3d 5,375
Other 3,660 3,660 7,320
----------- ---------------- ----------- -----------
Total expenses 422,979 340,182 (91,304) 671,857
Less: Fees waived (91,678) (68,727) 29,890 3e (130,515)
----------- ---------------- ----------- -----------
Net expenses 331,301 271,455 (61,414) 541,342
----------- ---------------- ----------- -----------
0
Net investment income (loss) 242,163 (5,695) 61,414 297,882
----------- ---------------- ----------- -----------
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) 61,414 1,649,849
=========== ================ =========== ===========
* 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) 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.
(d) 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.
(e) 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) AMORTIZATION OF ORGANIZATION COSTS - Elimination of Amortization of
Organization Costs of TAPF which will be fully amortized prior to the
Reorganization
(e) FEES WAIVED - To reflect a pro forma expense ratio of 2% of average net
assets, as provided in the Merger Agreement.
(f) SHARES OUTSTANDING - Shares of TIVF to be issued in exchange for the net
assets of TAPF.
4. CAPITAL LOSS CARRYFORWARD - Included in the pro forma combined financial
statements as of October 31, 1996 are tax basis capital losses of TAPF of
approximately $410,000 which are available to offset future capital gains of
TIVF through October 31, 2004.
<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.
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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.(9)
EX-99.B13. Inapplicable.
EX-99.B14 Consent of McGladrey & Pullen, LLP, independent accountants for the
Registrant.(8)
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 Registrant's Registration Statement on Form N-1A 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) Previously filed in the Registrant's Registration Statement on Form N-14 on
March 14, 1997.
(8) Filed herewith.
(9) 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 Pre-Effective Amendment to the 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 9th day of April, 1997.
THE TOCQUEVILLE TRUST
By: /s/ FRANCOIS D. SICART
------------------------------
Francois D. Sicart
Prinicpal Executive Officer
As required by the Securities Act of 1933, this Pre-Effective Amendment to
the Registration Statement has been signed by the following persons in the
capacities indicated on the 9th day of April, 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.B14 Consent of McGladrey & Pullen, LLP, independent accountants
for the Registrant
[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 Pre-Effective Amendment No. 1 to 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
April 10, 1997
