================================================================================
As filed, via EDGAR, with the Securities and
Exchange Commission on May 6, 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
[ ] Pre-Effective Amendment No. __
[x] Post-Effective Amendment No. 1
----------------------------------
(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 proposes that this filing become effective immediately upon
filing pursuant to Rule 485(b) 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.
================================================================================
<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 definitive filing of its Registration Statement on Form N- 14
pursuant to Rule 497(b) on April 18, 1997, (accession #000922423-97-000393) 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>
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.(9)
(b) Opinion of Peabody & Brown as to legality of shares being issued.(9)
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
(accession Number 0000922423-97-000207) on March 14, 1997.
(8) Previously filed in Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-14 (accession number 0000922423-97-000369)
on April 10, 1997.
(9) Filed herewith.
- 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.
- vi -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has caused this Post-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 5th day of May, 1997.
THE TOCQUEVILLE TRUST
By: /s/ FRANCOIS D. SICART
------------------------------
Francois D. Sicart
Prinicpal Executive Officer
As required by the Securities Act of 1933, this Post-Effective Amendment to
the Registration Statement has been signed by the following persons in the
capacities indicated on the 5th day of May, 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
- ------------- -------
EX-99.B11(a) Opinion of Kramer, Levin, Naftalis & Frankel as to legality
of securities being issued.
EX-99.B11(b) Opinion of Peabody & Brown as to legality of shares being
issued.
EX-99.B12 Opinion of Kramer, Levin, Naftalis & Frankel as to tax
consequences of the Reorganization.
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
-------------
May 1, 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
May 1, 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
May 1, 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
May 1, 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 April 29, 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
May 1, 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
May 1, 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
-------------------
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
-------------
May 1, 1997
The Tocqueville Trust
1675 Broadway
New York, NY 10019
Ladies and Gentlemen:
We have acted as counsel to The Tocqueville Trust (the "Trust"), a
Massachusetts business trust, in connection with the planned transfer by The
Tocqueville Asia-Pacific Fund (the "Asia-Pacific Fund"), a series of the Trust,
of substantially all of its assets to The Tocqueville International Value Fund
(the "International Value Fund"), a series of the Trust, solely in exchange for
International Value Fund voting stock1 and the assumption by the International
Value Fund of the liabilities of the Asia-Pacific Fund, followed by the
distribution by the Asia-Pacific Fund of such International Value Fund stock pro
rata to its shareholders in exchange for their Asia-Pacific Fund stock in
complete liquidation of the Asia-Pacific Fund (the "Reorganization") pursuant to
the Plan of Reorganization and Liquidation approved by the Board of Trustees of
the Trust Company on March 6, 1997 (the "Plan").
The opinions expressed in this letter are based solely upon current
law, including the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury Regulations promulgated or proposed thereunder, current
positions of the Internal Revenue Service (the "IRS") contained in published
Revenue Rulings and Revenue Procedures, other
- --------
(1) Under Massachusetts law, ownership interests in the Asia-Pacific Fund and
the International Value Fund constitute shares of beneficial interest. Such
interests are considered stock for federal income tax purposes and are referred
to as "stock" in this opinion.
<PAGE>
The Tocqueville Trust
May 1, 1997
Page 2
current administrative positions of the IRS, and existing judicial decisions,
all of which are subject to change or modification at any time, and any such
changes or modifications could apply retroactively. No ruling has been (or will
be) sought from the IRS by the Trust, the Asia-Pacific Fund, or the
International Value Fund as to the federal income tax consequences of any aspect
of the Reorganization. There can be no assurance that the IRS or a court of
competent jurisdiction will not disagree with the opinions expressed herein. Any
inaccuracy in, or breach of, any of the representations or assumptions set forth
below or any change after the date hereof in applicable law could adversely
affect our opinion. We do not undertake, and hereby disclaim any obligation, to
advise you of any changes in any matters on which the opinions set forth herein
are based that occur after the date of this opinion.
For purposes of the opinions set forth below, we have reviewed and
relied upon (i) the Plan, (ii) the most recent audited financial statements of
the Asia-Pacific Fund, and (iii) such other documents, records, and instruments
as we have deemed necessary or appropriate as a basis for our opinion. In
addition, in rendering our opinion we have reviewed and relied upon
representations from the Trust (on behalf of both the Asia-Pacific Fund and the
International Value Fund), Tocqueville Asset Management L.P. (in its capacity as
investment adviser to both the Asia-Pacific Fund and the International Value
Fund), and Tocqueville Asset Management, L.P. (in its capacity as investment
adviser to both Montber S.A. and The Bank of Bermuda LTD as trustees of Special
#2 Account, each of which owns 5% or more of the shares of the Asia-Pacific
Fund), which representations we will neither investigate nor verify. Also, we
have assumed that (i) at all relevant times, the Asia-Pacific Fund and the
International Value Fund will continue to be operated as regulated investment
companies within the meaning of Subchapter M of the Code; (ii) all documents we
have reviewed are true and accurate, accurately reflect the originals, and have
been properly executed; and (iii) the activities of the Asia-Pacific Fund and
the International Value Fund in connection with the Plan and the transactions
contemplated therein have been and will be conducted in the manner provided in
such documents and as set forth herein. Furthermore, we have assumed that (i)
the Reorganization will be consummated substantially in accordance with the Plan
and (ii) there are no shareholders that will directly own, at the time of the
Reorganization, more than five percent of the shares of the Asia-Pacific Fund,
other than Montber S.A. and the Bank of Bermuda LTD as trustees of Special #2
Account. In addition, we have assumed, with your permission, that there is no
plan or intention on the part of the remaining shareholders of the Asia-Pacific
Fund to redeem, sell, exchange, or otherwise dispose of a number of shares of
International Value Fund stock received in the Reorganization that would reduce
the Asia-Pacific Fund shareholders' aggregate ownership of International Value
Fund stock to a number of shares having a value, as of the date of the
Reorganization, of less than fifty percent of the value of all of the formerly
outstanding stock of the Asia-Pacific Fund as of the same date.
<PAGE>
The Tocqueville Trust
May 1, 1997
Page 3
Based on and subject to the foregoing, we are of the opinion that:
(1) Pursuant to Code section 851(h)(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 transfer of substantially all of the assets of the Asia-Pacific
Fund to the International Value Fund in exchange for the assumption of all the
liabilities of the Asia- Pacific Fund by the International Value Fund and the
delivery to the Asia-Pacific Fund of shares of the International Value Fund,
followed by the distribution by the Asia-Pacific Fund pro rata to its
shareholders of such shares of the International Value Fund and the liquidation
of the Asia-Pacific Fund pursuant to the Plan, will constitute a reorganization
within the meaning of Code section 368(a)(1)(C) and 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) Pursuant to Code sections 357(a) and 361(a) and (c), the
Asia-Pacific Fund will not recognize any gain or loss as a result of the
Reorganization;
(4) Pursuant to Code section 1032(a), 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) Pursuant to Code section 354(a)(1), 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) Pursuant to Code section 358(a)(1), 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-Pacific Fund exchanged therefor;
(7) Pursuant to Code section 362(b), the International Value Fund's
adjusted tax bases in the assets received from the Asia-Pacific Fund in the
Reorganization will be the same as the adjusted tax bases of such assets in the
hands of the Asia-Pacific Fund immediately prior to the Reorganization;
(8) Pursuant to Code section 1223(1), 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
<PAGE>
The Tocqueville Trust
May 1, 1997
Page 4
(9) Pursuant to Code section 1223(2), 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.
No opinion is expressed as to any matter addressed in this letter other
than as set forth above.
Very truly yours,
/s/Kramer, Levin, Naftalis & Frankel
------------------------------------
Kramer, Levin, Naftalis & Frankel
