TOCQUEVILLE TRUST, 497, 2000-03-29

TOCQUEVILLE TRUST
497, 2000-03-29

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Rule 497(c)
File No. 33-8746

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Tocqueville
-----------

THE TOCQUEVILLE TRUST

The Tocqueville Fund
The Tocqueville Small Cap Value Fund
The Tocqueville International Value Fund
The Tocqueville Gold Fund

PROSPECTUS

March 24, 2000

This Prospectus covers four different Funds of the Tocqueville Trust. You will
find specific information in this Prospectus about each of the Funds plus
general information on the Funds. You may find additional information in the
Funds' Statement of Additional Information, which is incorporated by reference
into this Prospectus. Please read carefully before you invest or send money.

The Securities and Exchange Commission has not approved any of the above listed
Funds. The Securities and Exchange Commission also has not determined whether
this Prospectus is accurate or complete. Any person who tells you otherwise is
committing a crime.

<PAGE>

Investment Adviser
Tocqueville Asset Management L.P.
1675 Broadway
New York, NY 10019
(212) 698-0800
www.tocqueville.com

Distributor
Tocqueville Securities L.P.
1675 Broadway
New York, NY 10019
(212) 698-0800

Shareholders' Servicing,
Custodian and Transfer Agent
Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
(800) 697-3863

Board of Trustees
Francois Sicart--Chairman
Lucille G. Bono
James B. Flaherty
Inge Heckel
Robert W. Kleinschmidt
Francois Letaconnoux
Guy A. Main
Larry M. Senderhauf

<PAGE>

Table of Contents

<TABLE>
<S> <C>
The Tocqueville Fund--Risk/Return Summary................................... 1
The Tocqueville Small Cap Value Fund--Risk/Return Summary................... 3
The Tocqueville International Value Fund--Risk/Return Summary............... 5
The Tocqueville Gold Fund--Risk/Return Summary.............................. 7
Fee Table................................................................... 10
Investment Objectives, Investment Strategies and Related Risks.............. 12
Risks of Investing in the Funds............................................. 14
Management of the Funds..................................................... 16
How the Funds Value Shares.................................................. 17
Shareholder Information..................................................... 17
Dividends, Distributions and Tax Matters.................................... 22
Financial Highlights........................................................ 23
</TABLE>
<PAGE>

THE TOCQUEVILLE FUND
RISK/RETURN SUMMARY

Investment Objective
The Tocqueville Fund's investment objective is long-term capital appreciation.

Principal Investment Strategies
The Tocqueville Fund seeks to achieve its investment objective by investing
primarily in common stocks of United States companies.

The Tocqueville Fund follows a value approach to investing, meaning that it
seeks to invest in companies that the portfolio managers have identified as out
of favor or undervalued. The portfolio managers will identify companies that
are undervalued based on their judgment of relative value and growth potential.
This judgment will be primarily based on:

. the company's past growth and profitability; or
. the portfolio managers' belief that the company has achieved better
results than similar companies in a depressed industry which the
portfolio managers believe will improve within the next two years.

The portfolio managers will generally consider the following stocks to be out
of favor:

The portfolio managers will purchase stocks for the Fund's portfolio when they
meet the above criteria and have a limited risk of further decline. The
Portfolio Managers will sell stocks when they are no longer considered to be
good values.

Principal Risks
You may lose money by investing in the Tocqueville Fund. The Fund is subject to
the following risks:

. the stock markets may go down; and
. a stock or stocks selected for the Fund's portfolio may fail to
perform as expected.

1
<PAGE>

Bar Chart and Performance Table

The following chart demonstrates the risks of investing in the Tocqueville Fund
and the volatility of the Fund's returns over time by showing changes in the
Fund's performance from December 31, 1989 through December 31, 1999. Sales
loads are not included in the total returns shown in the chart. If they had
been included, the total returns would be less than those shown.

[BAR CHART]

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----
1.47% 12.41% 16.95% 22.52% -0.76% 28.17% 23.62% 25.84% -0.09% 12.5%

During this period, the best performance for a quarter was 17.73% (for the
quarter ended 6/30/99). The worst performance was (16.49)% (for the quarter
ended 9/30/98).

The following table also demonstrates these risks by showing how the Fund's
average annual returns compare with those of the Standard & Poor's 500 Index.
Sales loads are included in the annual returns shown in the table. Past
performance is not an indication of future performance.

<TABLE>
<S> <C> <C> <C>
Average Annual Returns as of
12/31/99 1 Year 5 years 10 years
- ------------------------------------------------------------------------------
The Tocqueville Fund 8.00% 16.57% 13.32%
- ------------------------------------------------------------------------------
Standard & Poor's 500 Index 21.04% 28.56% 18.21%
</TABLE>

2
<PAGE>

THE TOCQUEVILLE SMALL CAP VALUE FUND
RISK/RETURN SUMMARY

Investment Objective
The Tocqueville Small Cap Value Fund's investment objective is long-term
capital appreciation.

Principal Investment Strategies

The Small Cap Value Fund seeks to achieve its investment objective by investing
at least 65% of its total assets in common stocks of companies located in the
United States that have market values of less than $1 billion ("Small Cap
Companies").

The Small Cap Value Fund follows a value approach to investing, meaning that
they seek to invest in companies that the portfolio manager has identified as
out of favor or undervalued. The portfolio manager will identify companies that
are undervalued based on his judgment of relative value and growth potential.
This judgment will be primarily based on:

. the company's past growth and profitability; or
. the portfolio manager's belief that the company has achieved better
results than similar companies in a depressed industry which the
portfolio manager believes will improve within the next two years.

The portfolio manager will generally consider the following stocks to be out of
favor:

The portfolio manager will purchase stocks for the Fund's portfolio when they
meet the above criteria and have a limited risk of further decline. The
portfolio manager will sell stocks when they are no longer considered to be
good values.

Principal Risks
You may lose money by investing in the Small Cap Value Fund. The Fund is
subject to the following risks:

. the stock markets may go down; and
. a stock or stocks selected for the Fund's portfolio may fail to
perform as expected.

In addition, there are unique risks associated with investing in small cap
stocks, including:

. small companies rely on limited product lines, financial resources
and business activities that may make them more susceptible than
larger companies to setbacks or downturns; and
. small cap stocks are less liquid and more thinly traded which make
them more volatile than stocks of larger companies.

3
<PAGE>

Bar Chart and Performance Table
The following chart demonstrates the risks of investing in the Small Cap Value
Fund and the volatility of the Fund's returns over time by showing changes in
the Fund's performance from December 31, 1995 through December 31, 1999. Sales
loads are not included in the total returns shown in the chart. If they had
been included, the total returns would be less than those shown.

[BAR CHART]

1995 1996 1997 1998 1999
------ ------ ------ ------ ------
23.21% 25.03% 23.37% -5.59% 38.66%

During this period, the best performance for a quarter was 28.75% (for the
quarter ended 6/3/99). The worst performance was (22.58)% (for the quarter
ended 9/30/99).

The following table also demonstrates these risks by showing how the Fund's
average annual returns compare with those of the Russell 2000 Index. Sales
loads are included in the annual returns shown in the table. Past performance
is not an indication of future performance.

<TABLE>
<S> <C> <C> <C>
Average Annual Returns as of Since Inception
12/31/99 1 Year 5 Years 8/1/94
- ----------------------------------------------------------------------------------------
Tocqueville Small Cap Value
Fund 33.14% 19.02% 17.99%
- ----------------------------------------------------------------------------------------
Russell 2000 Index 21.26% 16.99% 15.99%
</TABLE>

4
<PAGE>

THE TOCQUEVILLE INTERNATIONAL VALUE FUND
RISK/RETURN SUMMARY

Investment Objective
The Tocqueville International Value Fund's investment objective is long-term
capital appreciation consistent with preservation of capital.

Principal Investment Strategies
The International Value Fund seeks to achieve its investment objective by
investing primarily in non-U.S. companies. Under normal market conditions, the
Fund will invest at least 65% of its total assets in stocks of companies
located in at least three different countries, which may include developed and
emerging market countries. The Fund will invest primarily in medium to large
size companies traded on the principal international markets.

The International Value Fund follows a value approach to investing, meaning
that it seeks to invest in companies that the portfolio manager has identified
as out of favor or undervalued. The portfolio manager will identify companies
that are undervalued based on his judgment of relative value and growth
potential. This judgment will be primarily based on:

The Portfolio Manager will generally consider the following stocks to be out of
favor:

Principal Risks
You may lose money by investing in the International Value Fund. The Fund is
subject to the following risks:

. the stock markets may go down; and
. a stock or stocks selected for the Fund's portfolio may fail to perform
as expected.

In addition, there are special risks associated with investing in foreign
securities, including:

. the value of foreign currencies may decline relative to the U.S. dollar;
. a foreign government may expropriate the Fund's assets; and
. political, social or economic instability in a foreign country in which
the Fund invests may cause the value of the Fund's investments to
decline.

5
<PAGE>

Bar Chart and Performance Table
The following chart demonstrates the risks of investing in the International
Value Fund and the volatility of the Fund's returns over time by showing
changes in the Fund's performance from December 31, 1995 through December 31,
1999. Sales loads are not included in the total returns shown in the chart. If
they had been included, the total returns would be less than those shown.

[BAR GRAPH]

1995 1996 1997 1998 1999
------ ------ ------ ------ ------
6.45% 24.48% -30.86% 6.12% 31.04%

During this period, the best performance for a quarter was 33.63% (for the
quarter ended 6/30/98). The worst performance was (28.47)% (for the quarter
ended 12/31/98).

The following table also demonstrates these risks by showing how the Fund's
average annual returns compare with those of the Morgan Stanley EAFE Index.
Sales loads are included in the annual returns shown in the table. Past
performance is not an indication of future performance.

<TABLE>
<S> <C>
Average Annual Returns as of
12/31/99

1 Year 5 Years Since Inception 8/1/94

- ----------------------------------------------------------------------------

The Tocqueville International 25.74% 4.11% 3.64%
Value Fund

Morgan Stanley EAFE Index 26.96% 12.83% 11.39%
- --------------------------------------------------------------------------------
</TABLE>

6
<PAGE>

THE TOCQUEVILLE GOLD FUND
RISK/RETURN SUMMARY

Investment Objective

The Tocqueville Gold Fund's investment objective is long-term capital
appreciation.

Principal Investment Strategies

The Gold Fund seeks to achieve its investment objective by investing at least
65% of its total assets in gold and securities of companies located throughout
the world that are engaged in mining or processing gold ("Gold Related
Securities"). The Fund may also invest in other precious metals ("Other
Precious Metals"). However no more than 10% of the Fund's total assets may be
invested directly in gold bullion and other precious metals.

The Gold Fund follows a value approach to investing, meaning that it seeks to
invest in companies that the portfolio manager has identified as out of favor
or undervalued. The portfolio manager will identify companies that are
undervalued based on his judgment of relative value and growth potential. This
judgment will be primarily based on:

The portfolio manager will generally consider the following stocks to be out of
favor:

Principal Risks
You may lose money by investing in the Gold Fund. The Fund is subject to the
following risks:

. the stock markets may go down; and
. a stock or stocks selected for the Fund's portfolio may fail to perform
as expected.

The Gold Fund is subject to the special risks associated with investing in gold
and other precious metals, including:

. the price of gold or other precious metals may be subject to wide
fluctuation;
. the market for gold or other precious metals is relatively limited;
. the sources of gold or other precious metals are concentrated in
countries that have the potential for instability; and
. the market for gold and other precious metals is unregulated.

7
<PAGE>

In addition, there are special risks associated with investing in foreign
securities, including:

. the value of foreign currencies may decline relative to the US dollar;
. a foreign government may expropriate the Fund's assets; and
. political, social or economic instability in a foreign country in which
the Fund invests may cause the value of the Fund's investments to
decline.

The Gold Fund is also subject to the risk that it could fail to qualify as a
regulated investment company under the Internal Revenue Code if it derives 10%
or more of its gross income from investment in gold bullion or other precious
metals. Failure to qualify as a regulated investment company would result in
adverse tax consequences to the Fund and its shareholders. In order to ensure
that it qualifies as a regulated investment company, the Fund may be required
to make investment decisions that are less than optimal or forego the
opportunity to realize gains.

8
<PAGE>

Bar Chart and Performance Table
The following chart demonstrates the risks of investing in the Gold Fund and
the volatility of the Fund's returns over time by showing changes in the Fund's
performance from December 31, 1998 through December 31, 1999. Sales loads are
not included in the total returns shown in the chart. If they had been
included, the total returns would be less than those shown.

[BAR GRAPH]

21.72%
-----
1999

During this period, the best performance for a quarter was 21.88% (for the
quarter ended 9/30/99). The worst performance was (7.11)% (for the quarter
ended 12/31/99).

The following table also demonstrates these risks by showing how the Fund's
average annual returns compare with those of the Philadelphia Stock Exchange
Gold/Silver Index. Sales loads are included in the annual returns shown in the
table. Past performance is not an indication of future performance.

<TABLE>
<S> <C> <C>
Average Annual Returns as of
12/31/99 1 Year Since Inception 6/29/98
- -------------------------------------------------------------------------------------------
The Tocqueville Gold Fund 6.83% 14.51%
- -------------------------------------------------------------------------------------------
Philadelphia Stock Exchange Gold/Silver Index 4.62% (3.50)%
</TABLE>

9
<PAGE>

FEE TABLE

Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds:

<TABLE>
<CAPTION>
Small Cap
Tocqueville Value International Gold
Fund Fund Value Fund Fund
----------- --------- ------------- ----
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment):
Maximum Sales Charge (Load)
Imposed on Purchases (as % of
offering price)................. None None None None
Maximum Deferred Sales Charge
(Load).......................... None None None None
Maximum Sales Charge (Load)
Imposed on Reinvested
Dividends/Distributions.......... None None None None
Redemption Fee................... 1.50%* 1.50%* 1.50%* 1.50%*
Exchange Fee..................... ** ** ** **
Annual Fund Operating Expenses
(expenses that are deducted from
Fund assets):
(as a % of average net assets)
Advisory Fee..................... 0.75% 0.75% 1.00% 1.00%
Rule 12b-1 Fee(1) ............... 0.25% 0.25% 0.25% 0.25%
Other Expenses................... 0.36% 0.52% 0.54% 1.09%(2)
---- ---- ---- ----
Total Annual Fund Operating
Expenses........................ 1.36% 1.52% 1.79% 2.34%(2)
</TABLE>
- --------
(1) The Rule 12b-1 fee may represent the equivalent of an annual asset-based
sales charge to an investor. As a result of the 12b-1 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) With respect to the Gold Fund, Other Expenses and Total Annual Fund
Operating Expenses are 0.73% and 1.98%, respectively, after voluntary
waiver and/or reimbursement of expenses by the Investment Advisor. If the
Investment Advisor decides during the current fiscal year that it cannot
continue to waive or reimburse expenses, shareholders will receive 30 days
notice of the change.
* A redemption fees is imposed on redemptions of shares held less than 90
days. 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:
This example is to help you compare the cost of investing in the Tocqueville
Funds with the cost of investing in other mutual funds.

The Example assumes that:
. you invest $10,000 in the Fund for the time periods indicated;
. your investment has a 5% return each year; and
. the Fund's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions,
your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Tocqueville Fund................................ $138 $431 $ 745 $1,635
Tocqueville Small Cap Value Fund ............... $155 $480 $ 829 $1,813
Tocqueville International Value Fund ........... $182 $563 $ 970 $2,105
Tocqueville Gold Fund # ........................ $237 $730 $1,250 $2,676
</TABLE>

# With respect to the Gold Fund, your costs of investing in the Fund reflect
the amount you would pay if we did not reimburse the Fund for some or all of
the Other Expenses. If we continue to reimburse the Fund's expenses as we are
currently doing, your actual costs for those periods would be lower than the
amounts shown. These examples should not be considered a representation of
past or future expenses and actual expenses may be greater or less than those
shown.

10
<PAGE>

Who may want to invest in the Funds?

. investors who want a diversified portfolio
. long-term investors with a particular goal, such as saving for
retirement
. investors who want potential growth over time
. investors who can tolerate short-term fluctuations in net asset
value (NAV) per share

Who may want to invest in:

The Tocqueville Fund? Investors who are willing to assume market risk of United
States securities in the short-term for potentially higher gains in the
long-term.

The Small Cap Value Fund? Investors who are comfortable with assuming the added
risks associated with small cap stocks in return for the possibility of
long-term rewards.

The International Value Fund? Investors who want to diversify their portfolio
by investing in different countries and investors who are willing to accept
the additional risks associated with investment in foreign securities.

The Gold Fund? Investors who want to diversify their portfolio or investors who
want an investment that may provide protection against inflation or currency
devaluation and are willing to accept the additional risks associated with
investment in gold and gold related securities.

The Funds may not be appropriate for investors who:

. are not willing to take any risk that they may lose money on their
investment
. primarily want stability of their investment principal
. primarily want to invest in a particular sector or in particular
industries, countries or regions
. require current income

Keep in mind that mutual fund shares:

. are not deposits of any bank
. are not insured by the Federal Deposit Insurance Corporation (FDIC)
or any other government agency
. are subject to investment risks, including the possibility that you
could lose money.

11
<PAGE>

INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES AND RELATED RISKS

Investment Objectives

Long-term capital appreciation is the investment objective of the Tocqueville
Fund, the Small Cap Value Fund and the Gold Fund. The investment objective of
the International Value Fund is long-term capital appreciation consistent with
preservation of capital.

Investment Strategies

The Tocqueville Fund, the Small Cap Value Fund, the International Value Fund
and the Gold Fund follow a value approach to investing, meaning that they seek
to invest in companies that the portfolio manager has identified as out of
favor or undervalued. The portfolio manager will identify companies that are
undervalued based on his judgment of relative value and growth potential. This
judgment will be primarily based on:

The portfolio manager will generally consider the following stocks to be out of
favor:

. stocks which have underperformed market indices for at least one
year; and
. companies which have a historically low stock price in relation to
the company's sales, potential earnings or underlying assets.
The Tocqueville Fund will seek to achieve its investment objective by investing
primarily in common stocks of United States companies.

While the Tocqueville Fund will primarily invest in common stocks of United
States companies, the Fund may also invest:

. up to 25% of its total assets in common stocks of foreign companies
traded in the U.S. or American Depository Receipts (ADRs);
. up to 10% of its total assets in gold bullion from U.S.
institutions;
. up to 5% of its net assets in repurchase agreements, which are fully
collateralized by obligations of the U.S. Government or U.S.
Government Agencies; and
. up to 5% of its total assets in debt instruments convertible into
common stock
The Small Cap Value Fund will seek to achieve its investment objective by
investing at least 65% of its total assets in common stocks of companies
located in the United States that have market values of less than U.S. $1
billion ("small cap companies").

The Small Cap Value Fund looks for companies that are strong proprietary
businesses, either out of favor or less well known in the financial
community, or undervalued in relation to their potential long-term growth
or earning power. Strong proprietary businesses generally have some but
not necessarily all of the following characteristics: capable management;
good finances; strong manufacturing; broad distribution; and products
which are somewhat differentiated from products offered by their
competitors.

12
<PAGE>

The Small Cap Value Fund may also invest:

. up to 25% of its total assets in common stock of small cap companies
located in developed countries in Europe and Asia;
. up to 25% of its total assets in common stock of foreign companies
that are traded in the United States or American Depository Receipts
(ADRs);
. up to 5% of its net assets in repurchase agreements which are fully
collateralized by obligations of the U.S. Government or U.S.
Government Agencies or short-term money market securities; and
. up to 10% of its total assets in investment grade debt securities
convertible into common stock.

The International Value Fund invests primarily in common stocks of non-U.S.
companies. Under normal market conditions, the Fund will invest at least 65% of
its total assets in common stocks of companies located in at least three
different countries outside the United States, which may include developed and
emerging market countries. The Fund may also invest up to 20% of its assets in
common stocks of companies located in the United States. The Fund will
generally invest in medium to large size companies traded on the principal
international markets, but may also invest in smaller companies traded on
smaller regional markets.

The Investment Advisor will allocate the International Value Fund's
investments among individual countries based on the following criteria:

. the relative economic growth potential of the economy;
. the performance of securities markets in the region;
. expected levels of inflation;
. government policies influencing business conditions; and
. the outlook for currency relationships.

The International Value Fund may invest without limit in companies located
in emerging market countries, which may involve additional risks such as
political instability and currency devaluation. An emerging market is any
country that the World Bank has determined to have a low or middle income
economy and may include any 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.

The International Value Fund will invest primarily in common stock,
investment grade debt convertible into common stock, depository receipts,
and warrants. However, the Fund may also invest in preferred stock and
investment grade debt securities if the Investment Advisor believes that
they will provide greater potential for capital appreciation than
investment in the above-listed securities.

The Gold Fund will invest at least 65% of its total assets in gold and
securities of companies located throughout the world that are engaged in mining
or processing gold ("gold related securities"). The Fund may also invest in
other precious metals and securities of companies that are engaged in mining or
processing other precious metals ("other precious metal securities"). However,
no more than 10% of the Fund's total assets may be invested directly in gold
bullion and other precious metals. The Fund's investments may include foreign
securities and small capitalization issuers.

The Gold Fund will invest primarily in common stock, investment grade debt
convertible into common stock, depository receipts and warrants. However,
the Fund may also invest in preferred stock and investment grade debt
securities if the Investment Advisor believes that they will provide
greater potential for capital appreciation than investment in the above-
listed securities.

13
<PAGE>

Borrowing
Each Fund may borrow up to 10% of the value of its total assets from banks at
prevailing interest rates for extraordinary or emergency purposes. A Fund may
not purchase additional securities when borrowings exceed 5%.

Temporary Investments
When current market, economic, political or other conditions are unsuitable for
a Fund's investment objective, each Fund may temporarily invest up to 100% of
its assets in cash, cash equivalents or high quality short-term money market
instruments.

Additional Investment Techniques
In addition to the techniques described above, each Fund may employ investment
techniques that are not principal investment strategies of the Fund. Each Fund
may enter into repurchase agreements and invest in illiquid and restricted
securities. The Small Cap Value Fund, the International Value Fund and the Gold
Fund may invest in other investment companies. The Tocqueville Fund, the Small
Cap Value Fund and the Gold Fund may sell securities short. The International
Value Fund and the Gold Fund may invest in futures and options on securities,
indices and currencies. Each of these investment techniques involves additional
risks which are described in more detail in the Statement of Additional
Information.

Risks of Investing in the Funds

As with all mutual funds, investing in our Funds involves certain risks. We
cannot guarantee that a Fund will meet its investment objective or that a Fund
will perform as it has in the past. You may lose money if you invest in one of
our Funds.

Some of the investment techniques we use involve greater amounts of risk. We
discuss these investment techniques in detail in the Statement of Additional
Information. To reduce risk, the Funds are subject to certain limitations and
restrictions, which we also describe in the Statement of Additional
Information.

You should consider the risks described below before you decide to invest in
any of our Funds.

Risks of Investing in Mutual Funds

The following risks are common to all mutual funds:

Market Risk is the risk that the market value of a security a Fund holds will
fluctuate, sometimes rapidly and unpredictably. These fluctuations may cause
a security to be worth less than it was at the time of purchase. Market risk
may affect an individual security, a particular sector or the entire market.
Manager Risk is the risk that a Fund's portfolio manager may use an investment
strategy that does not achieve the Fund's objective or may fail to execute a
Fund's investment strategy effectively.
Portfolio Turnover Risk. Frequent trading by a Fund will result in higher Fund
expenses and higher capital gains distributions, which would increase your
tax liability. We anticipate that the portfolio turnover rate for each Fund
should not exceed 150% in any one year.

Risks of Investing in Foreign Securities

Each Fund may invest a portion of its assets in foreign securities. The
following risks are common to mutual funds that invest in foreign securities:

14
<PAGE>

Legal and Regulatory Risk is the risk that the laws and regulations of foreign
countries may provide investors with less protection or may be less favorable
to investors than the U.S. legal system. For example, there may be less
publicly available information about a foreign company than there would be
about a U.S. company. The auditing and reporting requirements that apply to
foreign companies may be less stringent than U.S. requirements. Additionally,
government oversight of foreign stock exchanges and brokerage industries may
be less stringent than in the U.S.
Currency Risk is the risk that the Net Asset Value of a Fund will be adversely
affected by the devaluation of foreign currencies or by a change in the
exchange rate between the U.S. dollar and the currencies in which a Fund's
stocks are denominated. The Funds may also incur transaction costs associated
with exchanging foreign currencies into U.S. dollars.
Liquidity Risk. Foreign stock exchanges generally have less volume than U.S.
stock exchanges. Therefore, it may be more difficult to buy or sell shares of
foreign securities, which increases the volatility of share prices on such
markets. Additionally, trading on foreign stock markets may involve longer
settlement periods and higher transaction costs.
Expropriation Risk. Foreign governments may expropriate a Fund's investments
either directly by restricting the Fund's ability to sell a security or
imposing exchange controls that restrict the sale of a currency, or indirectly
by taxing the Fund's investments at such high levels as to constitute
confiscation of the security. There may be limitations on the ability of a
Fund to pursue and collect a legal judgment against a foreign government.
Political Risk. Political or social instability or revolution in certain
countries in which a Fund invests, in particular emerging market countries,
may result in the loss of some or all of the Fund's investment in these
countries.

Risks of Investing in Debt Securities

Each Fund may invest a portion of its assets in debt securities. The following
risks are common to mutual funds that invest in debt securities:

Interest Rate Risk is the risk that an increase in interest rates will cause
the value of a debt security to decline. In general, debt securities with
longer maturities are more sensitive to changes in interest rates.
Credit (or default) Risk is the risk that the issuer of a debt security may be
unable to make timely payments of principal or interest, or may default on the
debt.
Inflation Risk is the risk that inflation will erode the purchasing power of
the cash flows generated by debt securities held by a Fund. Fixed-rate debt
securities are more susceptible to this risk than floating rate debt
securities.
Reinvestment Risk is the risk that when interest income is reinvested, interest
rates will have declined so that income must be reinvested at a lower interest
rate. Generally, interest rate risk and reinvestment risk have offsetting
effects.

15
<PAGE>

Management of the Funds

Investment Advisor

Tocqueville Asset Management L.P., 1675 Broadway, New York, New York 10019,
acts as Investment Advisor to each Fund under separate investment advisory
agreements which provide that the Investment Advisor identify and analyze
possible investments for each Fund, and determine the amount, timing, and form
of those investments. The Investment Advisor has the responsibility of
monitoring and reviewing each Fund's portfolio, on a regular basis, and
recommending when to sell the investments. All purchases and sales by the
Investment Advisor of securities in each Fund's portfolio are subject at all
times to the policies set forth by the Board of Trustees. The Investment
Advisor has been in the asset management business since 1990 and currently has
over $900 million in assets under management.

The Investment Advisor receives a fee from: (1) both the Tocqueville Fund and
the Small Cap Value Fund, calculated daily and payable monthly, at an annual
rate of .75% on the first $500 million of the average daily net assets of each
Fund, and .65% of average daily net assets in excess of $500 million; (2) both
the International Value Fund and the Gold Fund, calculated daily and payable
monthly, at an annual rate of 1.00% on the first $500 million of the average
daily net assets of the Fund, .75% of average daily net assets in excess of
$500 million but not exceeding $1 billion, and .65% of the average daily net
assets in excess of $1 billion.

Portfolio Management

Francois Sicart is the portfolio manager of the International Value Fund. Mr.
Sicart, the Chairman of Tocqueville Management Corporation, the general partner
of the Investment Advisor, has been a principal manager of the Tocqueville Fund
since its inception in 1987. Prior to forming the Investment Advisor, and for
the 18 year period from 1969 to 1986, he held various senior positions within
Tucker Anthony, Incorporated, where he managed private accounts. Mr. Sicart is
a graduate of the Ecole des Hautes Estudes Commerciales, France, with a MBA.

Robert W. Kleinschmidt is the portfolio manager of the Tocqueville Fund. Mr.
Kleinschmidt is the President of Tocqueville Management Corporation. He
previously held executive positions at the investment management firm David J.
Greene & Co. He has been portfolio manager of the Tocqueville Fund since
joining Tocqueville in 1991. Mr. Kleinschmidt has a BBA from the University of
Wisconsin and a MBA from the University of Massachusetts.

Jean-Pierre Conreur is the portfolio manager of the Small Cap Value Fund. Mr.
Conreur, a graduate of Lycee Chanzy in 1954, was employed at Tucker Anthony,
Incorporated from April 1976 to December 1983. From December 1983 to March of
1990, he held the position of Vice President--Foreign Department at Tucker
Anthony. Mr. Conreur is a trustee of the Investment Advisor's retirement plan.

John Hathaway is the portfolio manager of the Gold Fund. Mr. Hathaway was a
portfolio manager with Hudson Capital Advisors from 1986 through 1989, and the
President, Chief Investment Officer and portfolio manager with Oak Hill
Advisors from 1989 through 1996. Mr. Hathaway has been a portfolio manager with
Tocqueville since 1997. He received his MBA from the University of Virginia and
his BA from Harvard University.

16
<PAGE>

HOW THE FUNDS VALUE SHARES

The NAV, multiplied by the number of fund shares you own, gives you the value
of your investment.

Each Fund's share price, called its NAV, is calculated as of the close of the
New York Stock Exchange (normally at 4:00 p.m. Eastern Time) on each day that
the Exchange is open for business. It is expected that the Exchange will be
closed on Saturdays and Sundays and on New Year's Day, Martin Luther King Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The NAV per share is determined by dividing
the market value of a Fund's investments plus any cash or other assets less all
liabilities by the number of Fund shares outstanding. The Fund will process any
shares that you purchase, redeem or exchange at the next share price calculated
after it receives your investment instructions. Purchase orders received prior
to 4:00 p.m. Eastern time are priced according to the NAV per share next
determined on that day. Purchase orders received after 4:00 p.m. are priced
according to the NAV per share next determined on the following day.

Fund securities that are listed primarily on foreign exchanges may trade on
weekends or on other days on which the Funds do not price their shares. In this
case, the NAV of the Fund's shares may change on days when you are not able to
purchase or redeem your shares.

Fund securities that are traded on the New York Stock Exchange or the American
Stock Exchange will be valued at the last sale price, or if no sale, at the
mean between the latest bid and asked price. Securities traded in any other
U.S. or foreign market will be valued in a manner as similar as possible to the
above, or at the latest available price. Investments in gold bullion will be
valued at fair market value determined on the basis of the mean between the
latest bid and asked prices based on dealer or exchange quotations. If there
are no readily available quotations for securities, they will be valued at fair
value as determined by the Board of Trustees acting in good faith.

You can obtain the NAV of the Funds by calling 1-800-697-3863

SHAREHOLDER INFORMATION

Investment Minimums

Minimum Initial Investment

Regular (non-retirement) $1,000*
Retirement Account $ 250

*The $1,000 minimum investment may be allocated among the Funds provided that
you invest at least $250 in each Fund you wish to invest in.

Minimum Subsequent Investment

$ 100

We may reduce or waive the minimum investment requirements in some cases.

17
<PAGE>

Distribution Plans

Each Fund has adopted a distribution and service plan (each a "Plan") pursuant
to Rule 12b-1 of the Investment Company Act of 1940, as amended. Pursuant to
the Plans, each Fund will pay Rule 12b-1 distribution and service fees of .25%
per annum of its average daily net assets. Distribution fees are paid for
distribution activities and service fees are paid for providing shareholders
with personal services and maintaining shareholder accounts.

How to Purchase Shares of the Funds
You may purchase shares of the Funds through:

. The Funds' distributor, Tocqueville Securities, L.P.
. Authorized securities dealers
. The Funds' transfer agent, Firstar Mutual Fund Services, LLC

Methods of Payment

By Check: To purchase by check, you should:
. Complete and sign the account application
. To open a regular account, write a check payable to The Tocqueville
Trust [name of fund]
. To open a retirement account, write a check payable to the custodian
or trustee
. Send your account application and check or exchange request to one of
the following addresses:

Regular Mail:
. The Tocqueville Trust--[name of Fund]
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701

Overnight Mail or Express:
. The Tocqueville Trust--[name of Fund]
c/o Firstar Mutual Fund Services, LLC
615 East Michigan Street
Mutual Fund Services, 3rd Floor
Milwaukee, WI 53202

By Wire: To purchase by wire, call the Transfer Agent at 1-800-697-3863
between 9:00 a.m. and 6:00 p.m. Eastern Time on any day the New York Stock
Exchange is open for business to get an account number and detailed
instructions. For all accounts opened by wire transfer, you must then provide
the Transfer Agent with a signed purchase application marked "Follow Up".
Wired funds must be received prior to 4:00 p.m. Eastern Time to be eligible
for same day pricing. Instruct your bank to wire funds to:

Firstar Bank Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, WI 53202
ABA #075000022

18
<PAGE>

Credit: Firstar Mutual Fund Services, LLC
Account #: 112952137

Further credit: The Tocqueville Trust--[name of fund]
Name of shareholder and account number (if known)

By Automatic Investment Plan: With a pre-authorized investment plan, your
personal bank account is automatically debited at regular intervals to purchase
shares of a Fund. The minimum is $100 per transaction and there must be a
minimum of seven days between automatic purchases. To establish an Automatic
Investment Account complete and sign Section F of the Purchase Application and
send it to the Transfer Agent.

How to Redeem Shares. You may redeem shares by mail or telephone. Payment for
shares redeemed by written request will be made within three business days of
receipt of the request provided the request is in "good order." A redemption
request is in "good order" if it complies with the following:

. if you have not elected to permit telephone redemptions, your
request must be in writing and sent to the Transfer Agent as
described below;
. if share certificates have been issued, you must endorse the
certificates and include them with the redemption request;
. all signatures on the redemption request and endorsed certificates
must be guaranteed by a commercial bank which is a member of the
FDIC, a trust company, or a member firm of a national securities
exchange; and
. your request must include any additional legal documents concerning
authority and related matters in the case of estates, trusts,
guardianships, custodianships, partnerships and corporations.

If you purchased your shares by check, the payment of your redemption proceeds
may be delayed for up to 15 calendar days or until the check clears, whichever
occurs first. You may receive the proceeds of redemption by wire or through a
systematic withdrawal plan as described below. A 1.50% redemption fee will be
charged on redemptions of shares held less than 90 days.

By Mail: To redeem by mail, please:
. Provide your name and account number;
. Specify the number of shares or dollar amount and the Fund name;
. Sign the redemption request (the signature must be the same as the
one on your account application).
. Make sure all parties that are required by the account registration
sign the request; and
. Send your request to the appropriate address above under purchasing
by mail.

If the proceeds from a redemption are to be sent to an address other than the
address of record, a signature guarantee of all signers is also required.

By Telephone: You may redeem your shares of a Fund by telephone if you
authorized telephone redemption on your account application. To redeem by
telephone, call the Transfer Agent at 1-800-697-3863 and provide your name and
account number, amount of redemption and name of the Fund. For your protection
against fraudulent telephone transactions, we will use reasonable procedures to
verify your identity including requiring

19
<PAGE>

you to provide your account number and recording telephone redemption
transactions. As long as we follow these procedures, we will not be liable for
any loss or cost to you if we act on instructions to redeem your account that
we reasonably believe to be authorized by you. You will be notified if we
refuse a telephone redemption or exchange. Telephone exchanges or redemptions
may be difficult during periods of extreme market or economic conditions. If
this is the case, please send your exchange or redemption request my mail or
overnight courier.

Additional Shareholder Services

Systematic Withdrawal Plan: You may establish a systematic withdrawal plan if
you own shares of any Fund worth at least $10,000. Under the Systematic
Withdrawal Plan, a fixed sum (minimum $500) will be distributed to you at
regular intervals. For additional information or to request an application for
this Plan, please call Firstar Mutual Fund Services, LLC at 1-800-697-3863.

Exchange Privilege. Subject to certain conditions, you may exchange shares of a
Fund for shares of another Fund of The Tocqueville Trust at that Fund's then
current net asset value. An exchange may be made only in states where shares of
the Funds are qualified for sale. No initial sales charge is imposed on the
shares being acquired through an exchange. The dollar amount of the exchange
must be at least equal to the minimum investment applicable to the shares of
the Fund acquired through the exchange. An exchange may create a gain or loss
to be recognized for federal income tax purposes. Exchanges must be made
between accounts having identical registrations and addresses. Exchanges may be
authorized by telephone.

You may also exchange shares of any or all of an investment in the Funds for
shares of the Firstar Money Market Fund, the Firstar Tax-Exempt Money Market
Fund, the Firstar Intermediate Bond Market Fund, or the Firstar U.S. Government
Fund (collectively the "Firstar Funds"). This Exchange Privilege is a
convenient way for you to buy shares in a Money Market or Bond Fund in order to
respond to changes in your goals or market conditions. Before exchanging into
the Money Market or Bond Funds, you should read the Funds' Prospectus. To
obtain a Firstar Funds Prospectus and the necessary exchange authorization
forms, call the Transfer Agent at 1-800-697-3863. The Firstar Funds are managed
by Firstar Investment Research and Management Company, an affiliate of Firstar
Trust Company. The Firstar Funds are unrelated to The Tocqueville Trust.

Because excessive trading can hurt the Funds' performance and shareholders, the
Funds reserve the right to temporarily or permanently limit the number of
exchanges you may make or to otherwise prohibit or restrict you from using the
Exchange Privilege at any time, without notice. Excessive use of the Exchange
Privilege is defined as more than five exchanges per calendar year. The
restriction or termination of the Exchange Privilege does not affect the rights
of shareholders to redeem shares. The Transfer Agent charges a $5 fee for each
telephone exchange.

Check Redemption. You may request on the Purchase Application or by later
written request to establish check redemption privileges for any of the Money
Market Funds. The redemption checks ("Checks") will be drawn on the Money
Market Fund in which you have made an investment. Checks will be sent only to
the registered owner(s) and only to the address of record. Checks may be made
payable to the order of any person in the amount of $250 or more. Dividends are
earned until the Check clears the Transfer Agent.

20
<PAGE>

Additional Exchange and Redemption Information

Small Accounts. The Fund has the right to redeem an account that has dropped
below $500 in value for a period of three months or more due to redemptions.
You will be given at least 60 days prior written notice of any proposed
redemption and you will be given the option to purchase additional shares to
avoid the redemption.
Check Clearance. The proceeds from a redemption request may be delayed up to 15
calendar days from the date of the receipt of a purchase check until the
check clears. If the check does not clear, you will be responsible for the
loss. This delay can be avoided by purchasing shares by wire or certified
bank checks.
Exchange Limit. In order to limit expenses, we reserve the right to limit the
total number of exchanges you can make in any year to five.
Suspension of Redemptions. We may temporarily suspend the right of redemption
or postpone payments under certain emergency circumstances or when the
Securities and Exchange Commission orders a suspension.
Verification of Identity. If you redeem or exchange shares by telephone, we
will use reasonable procedures to verify your identity. As long as we follow
these procedures, we will not be liable for any loss or cost to you if we act
on instructions that we reasonably believe to be authorized by you.

21
<PAGE>

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

Dividends and Capital Gains Distributions. All Funds distribute all or most of
their net investment income and net capital gains to shareholders. Dividends of
net investment income for all the Funds are normally declared and paid at least
annually. Net capital gains (if any) for all the Funds are also normally
declared and paid at least annually.

Any dividends and/or capital gains distributions will be automatically
reinvested at the next determined NAV unless you elect otherwise. These
reinvestments will not be subject to a sales charge. You may choose to have
dividends and capital gains distributions paid to you in cash. You may also
choose to reinvest dividends and capital gains distributions in shares of
another Tocqueville Fund. You may authorize either of these options by calling
the Transfer Agent at 1-800-697-3863 and requesting an optional shareholder
services form. You must complete the form and return it to the Transfer Agent
before the record date in order for the change to be effective for that
dividend or capital gains distribution.

Buying Before a Dividend. If you own shares of a Fund on the record date, you
will receive a dividend or capital gains distribution. The distribution will
lower the NAV per share on that date and may represent, in substance, a return
of basis (your cost); however you will be subject to Federal income taxes on
this distribution.

Tax Issues. The following tax information is based on tax laws and regulations
in effect on the date of this prospectus. These laws and regulations are
subject to change. You should consult a tax professional concerning the tax
consequences of investing in our Funds as well as for information on state and
local taxes which may apply. A statement that provides the Federal income tax
status of the Funds' distributions will be sent to shareholders promptly at the
end of each year.

Distributions to Shareholders. Distributions to shareholders fall into two tax
categories. The first category is ordinary income distributions. Ordinary
income distributions are distributions from the Funds, which include
dividends, foreign currency gains and short-term capital gains. Long-term
capital losses and foreign currency losses are used to offset ordinary
income. The second category is capital gains distributions. Capital gains
distributions are distributions of a Fund's long-term capital gain it
receives from selling stocks within its portfolio. Short-term capital losses
are used to offset long-term capital gain. You have to pay taxes on both
distributions even if you have them automatically reinvested. On some
occasions a distribution made in January will have to be treated for tax
purposes as having been distributed on December 31 of the prior year.

Gain or Loss on Sale of Shares of a Fund. You will recognize either a gain or
loss when you sell shares of your Fund. The gain or loss is the difference
between the proceeds of the sale (the NAV of the Fund on the date of sale
times the number of shares sold) and your adjusted basis. Any loss realized
on a taxable sale of shares within six months from the date of their
purchase will be treated as a long-term capital loss to the extent of any
net capital gain distributions received with respect to the shares. If you
sell shares of a Fund at a loss and repurchase shares of the same Fund
within 30 days before or after the sale, a deduction for the loss is
generally disallowed (a wash sale).

Foreign Source Income and Withholding Taxes. Some of the Funds' investment
income may be subject to foreign income taxes that are withheld at the
source. If the Funds meet certain legal requirements, they may pass-through
these foreign taxes to shareholders. Shareholders may then claim a foreign
tax credit or a foreign tax deduction for their share of foreign taxes paid.

22
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund's
financial performance for the last five years (or since the Fund's inception if
it has been in existence less than five years). Certain information reflects
financial results for a single Fund share. The total returns in the tables
represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLC
for the fiscal year ended October 31, 1999, and by other auditors for the
preceding fiscal years. PricewaterhouseCoopers LLP's report along with further
detail on the Fund's financial statements are included in the annual report,
which is available upon your request by calling 1-800-697-3863.

THE TOCQUEVILLE FUND

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended
October 31,
-----------------------------------------------
1999 1998 1997 1996 1995
------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share operating
performance
(For a share outstanding
throughout the year)
Net asset value, beginning of
year........................ $ 17.00 $ 20.21 $ 15.85 $ 14.07 $ 13.74
------- ------- -------- -------- --------
Income from investment
operations:
Net investment income........ 0.01 0.06 0.06 0.07 0.15
Net realized and unrealized
gain (loss)................. 1.94 (0.93) 5.15 2.92 1.70
------- ------- -------- -------- --------
Total from investment
operations.................. 1.95 (0.87) 5.21 2.99 1.85
------- ------- -------- -------- --------
Less distributions:
Dividends from net investment
income...................... (0.07) (0.06) (0.06) (0.15) (0.11)
Distributions from net
realized gains.............. (1.34) (2.28) (0.79) (1.06) (1.41)
------- ------- -------- -------- --------
Total distributions.......... (1.41) (2.34) (0.85) (1.21) (1.52)
------- ------- -------- -------- --------
Change in net asset value for
the year.................... 0.54 (3.21) 4.36 1.78 0.33
------- ------- -------- -------- --------
Net asset value, end of
year........................ $ 17.54 $ 17.00 $ 20.21 $ 15.85 $ 14.07
------- ------- -------- -------- --------
Total Return (b)............. 12.6% (4.6)% 34.5% 22.7% 16.0%
Ratios/supplemental data.....
Net assets, end of year
(000)....................... $57,801 $61,566 $ 64,998 $ 42,414 $ 33,438
Ratio to average net
assets:.....................
Expenses (a)................ 1.36% 1.39% 1.40% 1.49% 1.54%
Net investment income (a)... 0.04% 0.35% 0.34% 0.44% 1.07%
Portfolio turnover rate...... 26% 35% 48% 48% 47%
</TABLE>
- --------
(a) Net of fees waived amounting to 0.25%, 0.16% and 0.02% of average net
assets for the years ended October 31, 1997, October 31, 1996 and October
31, 1995, respectively.
(b) Does not include maximum sales charge of 4%.

23
<PAGE>

THE TOCQUEVILLE SMALL CAP VALUE FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended
October 31,
-----------------------------------------------
1999 1998 1997 1996 1995
-------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
Per share operating
performance
(For a share outstanding
throughout the year)
Net asset value, beginning
of year.................... $ 12.59 $ 16.30 $ 13.37 $ 11.91 $10.22
-------- ------- ------- ------- ------
Income from investment
operations:
Net investment income
(loss)..................... (0.13) (0.15) (0.05) (0.10) (0.05)
Net realized and unrealized
gain (loss)................ 3.28 (1.83) 4.44 2.33 1.96
-------- ------- ------- ------- ------
Total from investment
operations................. 3.15 (1.98) 4.39 2.23 1.91
-------- ------- ------- ------- ------
Less distributions
Dividends from net
investment income.......... -- -- -- -- (0.03)
Distributions from net
realized gains............. -- (1.73) (1.46) (0.77) (0.19)
-------- ------- ------- ------- ------
Total distributions......... -- (1.73) (1.46) (0.77) (0.22)
-------- ------- ------- ------- ------
Change in net asset value
for the year............... 3.15 (3.71) 2.93 1.46 1.69
-------- ------- ------- ------- ------
Net asset value, end of
year....................... $ 15.74 $ 12.59 $ 16.30 $ 13.37 $11.91
-------- ------- ------- ------- ------
Total Return (b)............ 25.0 % (13.4)% 36.0 % 19.7 % 19.2 %
Ratios/supplemental data
Net assets, end of year
(000)...................... $ 26,188 $21,610 $20,587 $11,545 $9,383
Ratio to average net assets:
Expenses (a)............... 1.52 % 1.67 % 1.75 % 2.36 % 2.50 %
Net investment income
(loss) (a)................ (0.87)% (1.12)% (0.81)% (1.18)% (0.53)%
Portfolio turnover rate..... 72 % 62 % 95 % 107 % 88 %
</TABLE>
- --------
(a) Net of fees waived amounting to 0.35%, 0.33% and 0.33% of average net
assets for the years ended October 31, 1997, October 31, 1996 and October
31, 1995, respectively.
(b) Does not include maximum sales charge of 4%.

24
<PAGE>

THE TOCQUEVILLE INTERNATIONAL VALUE FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended
October 31,
--------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Per share operating performance
(For a share outstanding
throughout the year)
Net asset value, beginning of
year.......................... $ 8.11 $ 10.19 $ 12.57 $ 10.83 $10.02
------- ------- ------- ------- ------
Income from investment
operations:
Net investment income (loss)... 0.05 0.10 (0.03) 0.16 (0.01)
Net realized and unrealized
gain (loss)................... 3.21 (2.07) (1.67) 1.58 0.82
------- ------- ------- ------- ------
Total from investment
operations.................... 3.26 (1.97) (1.70) 1.74 0.81
------- ------- ------- ------- ------
Less distributions
Dividends from net investment
income........................ -- (0.11) (0.06) -- --
Distributions from net realized
gains......................... -- -- (0.62) -- --
------- ------- ------- ------- ------
Total distributions............ -- (0.11) (0.68) -- --
------- ------- ------- ------- ------
Change in net asset value for
the year...................... 3.26 (2.08) (2.38) 1.74 0.81
------- ------- ------- ------- ------
Net asset value, end of year... $ 11.37 $ 8.11 $ 10.19 $ 12.57 $10.83
------- ------- ------- ------- ------
Total Return (b)............... 40.2% (19.4)% (14.3)% 16.1% 8.1 %
Ratios/supplemental data
Net assets, end of year (000).. $97,676 $68,415 $60,963 $23,932 $6,270
Ratio to average net assets:
Expenses (a)................... 1.67% 2.00 % 1.99 % 1.98% 4.43 %
Net investment income (loss)
(a)........................... 0.52% 0.64 % 0.16 % 1.45% (0.53)%
Portfolio turnover rate........ 78% 77 % 70 % 135% 109 %
</TABLE>
- --------
(a) Net of fees waived amounting to 0.11%, 0.55% and 1.28% of average net as-
sets for the years ended October 31, 1997, October 31, 1996 and October 31,
1995, respectively.
(b) Does not include maximum sales charge of 4%.

25
<PAGE>

THE TOCQUEVILLE GOLD FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Period from
Year Ended June 29, 1998 to
October 31, 1999 October 31, 1998
---------------- ----------------
<S> <C> <C>
Per share operating performance
(For a share outstanding throughout the pe-
riod)
Net asset value, beginning of period........ $ 10.76 $10.00
------- ------
Income from investment operations:
Net investment income (loss)................ (0.03) 0.00
Net realized and unrealized gain............ 2.24 0.76
------- ------
Total from investment operations............ 2.21 0.76
------- ------
Less distributions
Dividends from net investment income........ -- --
Distributions from net realized gains....... -- --
------- ------
Total distributions......................... -- --
------- ------
Change in net asset value for the period.... 2.21 0.76
------- ------
Net asset value, end of period.............. $ 12.97 $10.76
------- ------
Total Return (b)............................ 20.6% 7.6%(d)
Ratios/supplemental data
Net assets, end of period (000)............. $19,194 $8,229
Ratio to average net assets:
Expenses (a)............................... 1.98% 1.98%(c)
Net investment income (loss) (a)........... (0.33)% 0.06%(c)
Portfolio turnover rate..................... 44% 1%
</TABLE>
- --------
(a) Net of fees waived amounting to 0.36% and 2.25% of average net assets for
the periods ended October 31, 1999 and October 31, 1998 respectively.
(b) Does not include maximum sales charge of 4%.
(c) Annualized.
(d) Not annualized.

26
<PAGE>

-----------
Tocqueville
-----------

Statement of Additional Information. The Statement of Additional Information
provides a more complete discussion about the Funds and is incorporated by
reference into this prospectus, which means that it is considered a part of
this prospectus.

Annual and Semi-Annual Reports. The annual and semi-annual reports to
shareholders contain additional information about each Fund's investments,
including a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.

To Review or Obtain this Information: The Statement of Additional Information
and annual and semi-annual reports are available without charge upon your
request by calling us at (800) 697-3863 or by calling or writing a broker-
dealer or other financial intermediary that sells our Funds. This information
may be reviewed and copied at the Public Reference Room of the Securities and
Exchange Commission or by visiting the SEC's World Wide Website at
http://www.sec.gov. Information on the operation of the Public Reference Room
may be obtained by calling the Commission at 1-202-942-8090. In addition, this
information may be obtained for a fee by writing or calling the Public
Reference Room of the Securities and Exchange Commission, Washington, D.C.
20549-0102 or by electronic request at [email protected]. You can obtain
information about the operation of the SEC's Public Reference Room by calling
(800) SEC-0330.

You are invited to visit our website at www.tocqueville.com

Investment Company Act file no. 811-4840.

Rule 497(c)
File No. 33-8746

STATEMENT OF ADDITIONAL INFORMATION -March 24, 2000

THE TOCQUEVILLE TRUST

THE TOCQUEVILLE FUND
THE TOCQUEVILLE SMALL CAP VALUE FUND
THE TOCQUEVILLE INTERNATIONAL VALUE FUND
THE TOCQUEVILLE GOLD FUND

This Statement of Additional Information is not a prospectus. This
Statement of Additional Information is incorporated by reference in its entirety
into the Prospectus and should be read in conjunction with the Trust's current
Prospectus, copies of which may be obtained by writing The Tocqueville Trust,
c/o Firstar Mutual Fund Services, LLC, 615 East Michigan Street, Milwaukee,
Wisconsin 53202 or calling (800) 697-3863.

This Statement of Additional Information relates to the Trust's
Prospectus which is dated March 24, 2000.

TABLE OF CONTENTS

Fund History..................................................................2
Investment Policies and Risks.................................................2
Investment Restrictions......................................................10
Management...................................................................11
Control Persons and Principal Holders of Securities..........................14
Investment Advisory and Other Services.......................................15
Portfolio Transactions and Brokerage Allocation..............................18
Allocation of Investments....................................................19
Computation of Net Asset Value...............................................19
Purchase and Redemption of Shares............................................20
Tax Matters .................................................................20
Performance Calculation......................................................27
General Information..........................................................29
Reports ....................................................................30
Financial Statements.........................................................30
Counsel and Independent Accountants..........................................30
Shareholder Inquiries........................................................30

928255.2

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FUND HISTORY

The Tocqueville Trust (the "Trust") is a Massachusetts business trust
organized on September 17, 1986 currently consisting of four separate funds (the
"Fund" or the "Funds"). Each Fund is an open-end, diversified management
investment company with a different investment objective. The Tocqueville Fund's
investment objective is long-term capital appreciation which it seeks to achieve
by investing primarily in securities of United States issuers. The Tocqueville
Small Cap Value Fund's (the "Small Cap Fund") investment objective is long-term
capital appreciation which it seeks to achieve by investing primarily in
securities of small-capitalization issuers located in the United States. The
Tocqueville International Value Fund's (the "International Fund") investment
objective is long-term capital appreciation consistent with preservation of
capital which it seeks to achieve by investing primarily in securities of
non-U.S. issuers. The Tocqueville Gold Fund's (the "Gold Fund") investment
objective is long-term capital appreciation which it seeks to achieve by
investing in gold, securities of companies located throughout the world that are
engaged in mining or processing gold ("gold related securities"), other precious
metals and securities of companies located throughout the world that are engaged
in mining or processing such other precious metals ("other precious metal
securities"). In each Fund, there is minimal emphasis on current income. Much of
the information contained in this Statement of Additional Information expands on
subjects discussed in the Prospectus. Capitalized terms not defined herein are
used as defined in the Prospectus. No investment in shares of the Funds should
be made without first reading the Funds' Prospectus.

INVESTMENT POLICIES AND RISKS

The following descriptions supplement the investment policies of each Fund set
forth in the Prospectus. Each Fund's investments in the following securities and
other financial instruments are subject to the investment policies and
limitations described in the Prospectus and this Statement of Additional
Information.

Writing Covered Call Options on Securities and Stock Indices

The International Fund and the Gold Fund may write covered
call options on optionable securities or stock indices of the types in which
they are permitted to invest from time to time as their Investment Advisor
determines is appropriate in seeking to attain their objective. A call option
written by a Fund gives the holder the right to buy the underlying securities or
index from the Fund at a stated exercise price. Options on stock indices are
settled in cash.

Each Fund may write only covered call options, which means
that, so long as a Fund is obligated as the writer of a call option, it will own
the underlying securities subject to the option (or comparable securities or
cash satisfying the cover requirements of securities exchanges).

Each Fund will receive a premium for writing a covered call
option, which increases the return of a Fund in the event the option expires
unexercised or is closed out at a profit. The amount of the premium will
reflect, among other things, the relationship of the market price of the
underlying security or index to the exercise price of the option, the term of
the option and the volatility

928255.2
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<PAGE>

of the market price of the underlying security or index. By writing a covered
call option, a Fund limits its opportunity to profit from any increase in the
market value of the underlying security or index above the exercise price of the
option.

Each Fund may terminate an option it has written prior to the
option's expiration by entering into a closing purchase transaction in which an
option is purchased having the same terms as the option written. A Fund will
realize a profit or loss from such transaction if the cost of such transaction
is less or more than the premium received from the writing of the option.
Because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security or index, any loss
resulting from the repurchase of a call option is likely to be offset in whole
or in part by unrealized appreciation of the underlying security (or securities)
owned by a Fund.

Purchasing Put and Call Options on Securities and Stock Indices

The International Fund and the Gold Fund may purchase put
options on securities and stock indices to protect its portfolio holdings in an
underlying stock index or security against a decline in market value. Such hedge
protection is provided during the life of the put option since the Fund, as
holder of the put option, is able to sell the underlying security or index at
the put exercise price regardless of any decline in the underlying market price
of the security or index. In order for a put option to be profitable, the market
price of the underlying security or index must decline sufficiently below the
exercise price to cover the premium and transaction costs. By using put options
in this manner, a Fund will reduce any profit it might otherwise have realized
in its underlying security or index by the premium paid for the put option and
by transaction costs, but it will retain the ability to benefit from future
increases in market value.

The International Fund and the Gold Fund each also may
purchase call options to hedge against an increase in prices of stock indices or
securities that it ultimately wants to buy. Such hedge protection is provided
during the life of the call option since the Fund, as holder of the call option,
is able to buy the underlying security or index at the exercise price regardless
of any increase in the underlying market price of the security or index. In
order for a call option to be profitable, the market price of the underlying
security or index must rise sufficiently above the exercise price to cover the
premium and transaction costs. By using call options in this manner, a Fund will
reduce any profit it might have realized had it bought the underlying security
or index at the time it purchased the call option by the premium paid for the
call option and by transaction costs, but it limits the loss it will suffer if
the security or index declines in value to such premium and transaction costs.

The Gold Fund also may purchase puts and calls on gold and
other precious metals that are traded on a securities or commodities exchange or
quoted by major recognized dealers in such options for the purpose of protecting
against declines in the dollar value of gold and other precious metals and
against increases in the dollar cost of gold and other precious metals to be
acquired.

Borrowing

Each Fund, from time to time, may borrow up to 10% of the
value of its total assets from banks at prevailing interest rates as a temporary
measure for extraordinary or emergency

928255.2
3

<PAGE>

purposes. A Fund may not purchase securities while borrowings exceed 5% of the
value of its total assets.

Repurchase Agreements

Each Fund may enter into repurchase agreements subject to
resale to a bank or dealer at an agreed upon price which reflects a net interest
gain for the Fund. The Funds will receive interest from the institution until
the time when the repurchase is to occur.

Each Fund always will receive as collateral U.S. Government or
short-term money market securities whose market value is equal to at least 100%
of the amount invested by the Fund, and each Fund will make payment for such
securities only upon the physical delivery or evidence by book entry transfer to
the account of its custodian. If the seller institution defaults, a Fund might
incur a loss or delay in the realization of proceeds if the value of the
collateral securing the repurchase agreement declines and it might incur
disposition costs in liquidating the collateral. The Funds attempt to minimize
such risks by entering into such transactions only with well-capitalized
financial institutions and specifying the required value of the underlying
collateral.

Futures Contracts

The Gold Fund and the International Fund may enter into
futures contracts, options on futures contracts and stock index futures
contracts and options thereon for the purposes of remaining fully invested and
reducing transaction costs. Futures contracts provide for the future sale by one
party and purchase by another party of a specified amount of a specific
security, class of securities, currency or an index at a specified future time
and at a specified price. A stock index futures contract is a bilateral
agreement pursuant to which two parties agree to take or make delivery of an
amount of cash equal to a specified dollar amount times the difference between
the stock index value at the close of trading of the contracts and the price at
which the futures contract is originally struck. Futures contracts which are
standardized as to maturity date and underlying financial instrument are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission (the
"CFTC"), a U.S. Government agency.

Although futures contracts by their terms call for actual
delivery and acceptance of the underlying securities, in most cases the
contracts are closed out before the settlement date without the making or taking
of delivery. Closing out an open futures position is done by taking an opposite
position (buying a contract which has previously been "sold," or "selling" a
contract previously purchased) in an identical contract to terminate the
position. A futures contract on a securities index is an agreement obligating
either party to pay, and entitling the other party to receive, while the
contract is outstanding, cash payments based on the level of a specified
securities index. The acquisition of put and call options on futures contracts
will, respectively, give the Fund the right (but not the obligation), for a
specified price, to sell or to purchase the underlying futures contract, upon
exercise of the option, at any time during the option period. Brokerage
commissions are incurred when a futures contract is bought or sold.

928255.2
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<PAGE>

Futures traders are required to make a good faith margin
deposit in cash or government securities with a broker or custodian to initiate
and maintain open positions in futures contracts. A margin deposit is intended
to assure completion of the contract (delivery or acceptance of the underlying
security) if it is not terminated prior to the specified delivery date. Minimal
initial margin requirements are established by the futures exchange and may be
changed. Brokers may establish deposit requirements which are higher than the
exchange minimums. Initial margin deposits on futures contracts are customarily
set at levels much lower than the prices at which the underlying securities are
purchased and sold, typically ranging upward from less than 5% of the value of
the contract being traded.

After a futures contract position is opened, the value of the
contract is marked-to-market daily. If the futures contract price changes to the
extent that the margin on deposit does not satisfy margin requirements, payment
of additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. Each Fund
expects to earn interest income on its margin deposits.

In addition to the margin restrictions discussed above,
transactions in futures contracts may involve the segregation of funds pursuant
to requirements imposed by the CFTC. Under those requirements, where a Fund has
a long position in a futures contract, it may be required to establish a
segregated account (not with a futures commission merchant or broker, except as
may be permitted under CFTC rules) containing cash or certain liquid assets
equal to the purchase price of the contract (less any margin on deposit). For a
short position in futures or forward contracts held by a Fund, those
requirements may mandate the establishment of a segregated account (not with a
futures commission merchant or broker, except as may be permitted under CFTC
rules) with cash or certain liquid assets that, when added to the amounts
deposited as margin, equal the market value of the instruments underlying the
futures contracts (but are not less than the price at which the short positions
were established). However, segregation of assets is not required if a Fund
"covers" a long position. For example, instead of segregating assets, a Fund,
when holding a long position in a futures contract, could purchase a put option
on the same futures contract with a strike price as high or higher than the
price of the contract held by the Fund. In addition, where a Fund takes short
positions, or engages in sales of call options, it need not segregate assets if
it "covers" these positions. For example, where the Fund holds a short position
in a futures contract, it may cover by owning the instruments underlying the
contract. A Fund may also cover such a position by holding a call option
permitting it to purchase the same futures contract at a price no higher than
the price at which the short position was established. Where the Fund sells a
call option on a futures contract, it may cover either by entering into a long
position in the same contract at a price no higher than the strike price of the
call option or by owning the instruments underlying the futures contract. A Fund
could also cover this position by holding a separate call option permitting it
to purchase the same futures contract at a price no higher than the strike price
of the call option sold by the Fund.

When interest rates are expected to rise or market values of
portfolio securities are expected to fall, a Fund can seek through the sale of
futures contracts to offset a decline in the value of its portfolio securities.
When interest rates are expected to fall or market values are expected to rise,
a

928255.2
5

<PAGE>

Fund, through the purchase of such contracts, can attempt to secure better rates
or prices for the Fund than might later be available in the market when it
effects anticipated purchases.

A Fund will only sell futures contracts to protect securities
and currencies it owns against price declines or purchase contracts to protect
against an increase in the price of securities it intends to purchase.

A Fund's ability to effectively utilize futures trading
depends on several factors. First, it is possible that there will not be a
perfect price correlation between the futures contracts and their underlying
stock index. Second, it is possible that a lack of liquidity for futures
contracts could exist in the secondary market, resulting in an inability to
close a futures position prior to its maturity date. Third, the purchase of a
futures contract involves the risk that the Fund could lose more than the
original margin deposit required to initiate a futures transaction.

Restricted Securities

Each Fund may invest in securities that are subject to
restrictions on resale because they have not been registered under the
Securities Act of 1933 (the "1933 Act"). These securities are sometimes referred
to as private placements. Although securities which may be resold only to
"qualified institutional buyers" in accordance with the provisions of Rule 144A
under the 1933 Act are technically considered "restricted securities," the Funds
may each purchase Rule 144A securities without regard to the limitation on
investments in illiquid securities described above in the "Illiquid Securities"
section, provided that a determination is made that such securities have a
readily available trading market. The Investment Advisor will determine the
liquidity of Rule 144A securities under the supervision of the Board of
Trustees. The liquidity of Rule 144A securities will be monitored by the
Investment Advisor, and if as a result of changed conditions, it is determined
that a Rule 144A security is no longer liquid, a Fund's holdings of illiquid
securities will be reviewed to determine what, if any, action is required to
assure that the Fund does not exceed its applicable percentage limitation for
investments in illiquid securities.

Temporary Investments

The Funds do not intend to engage in short-term trading on an
ongoing basis. Current income is not an objective of the Funds, and any current
income derived from a Fund's portfolio will be incidental. For temporary
defensive purposes, when deemed necessary by the Investment Advisor, each Fund
may invest up to 100% of its assets in U.S. Government obligations or
"high-quality" debt obligations of companies incorporated and having principal
business activities in the United States. When a Fund's assets are so invested,
they are not invested so as to meet the Fund's investment objective.
"High-quality" short-term obligations are those obligations which, at the time
of purchase, (1) possess a rating in one of the two highest ratings categories
from at least one nationally recognized statistical ratings organization
("NRSRO") (for example, commercial paper rated "A-1" or "A-2" by Standard &
Poor's Corporation ("S&P") or "P-1" or "P-2" by Moody's Investors Service, Inc.
("Moody's")) or (2) are unrated by an NRSRO but are determined by the Investment
Advisor to present minimal credit risks and to be of comparable quality to rated
instruments eligible for purchase by the Fund under guidelines adopted by the
Board of Trustees (the "Trustees").

928255.2
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<PAGE>

Portfolio Turnover

It is anticipated that the annual turnover rate for each Fund
should not exceed 150%. A higher rate of portfolio turnover will result in
higher transaction costs, including brokerage commissions. Also, to the extent
that higher portfolio turnover results in a higher rate of net realized gains to
a Fund, a Fund's distributions of taxable income or capital gains may increase.

Investments In Debt Securities

With respect to investment by the Small Cap Fund, the
International Fund and the Gold Fund in debt securities, there is no requirement
that all such securities be rated by a recognized rating agency. However, it is
the policy of each Fund that investments in debt securities, whether rated or
unrated, will be made only if they are, in the opinion of the Investment
Advisor, of equivalent quality to "investment grade" securities. "Investment
grade" securities are those rated within the four highest quality grades as
determined by Moody's or S&P. Securities rated Aaa by Moody's and AAA by S&P are
judged to be of the best quality and carry the smallest degree of risk.
Securities rated Baa by Moody's and BBB by S&P lack high quality investment
characteristics and, in fact, have speculative characteristics as well. Debt
securities are interest-rate sensitive; therefore their value will tend to
decrease when interest rates rise and increase when interest rates fall. Such
increase or decrease in value of longer-term debt instruments as a result of
interest rate movement will be larger than the increase or decrease in value of
shorter-term debt instruments.

Investments In Other Investment Companies

The Small Cap Fund, the International Fund and the Gold Fund
may invest in other investment companies. As a shareholder in an investment
company, a Fund would bear its ratable share of that investment company's
expenses, including its advisory and administration fees. The Investment Advisor
has agreed to waive its management fees with respect to the portion of a Fund's
assets invested in shares of other investment companies.

Short Sales

The Tocqueville Fund, the Small Cap Fund and the Gold Fund
will not make short sales of securities or maintain a short position unless, at
all times when a short position is open, the Fund owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short. This is a technique known as selling short
"against the box." Any gain realized by a Fund on such sales will be recognized
at the time the Fund enters into the short sales.

Risks Associated With Foreign Investments

Consistent with their respective investment objectives and
policies, the Tocqueville Fund, the Small Cap Fund and the Gold Fund may invest
indirectly in foreign assets through ADRs, which are certificates issued by U.S.
banks representing the right to receive securities of a foreign issuer deposited
with that bank or a correspondent bank, and may directly or indirectly invest in
securities of foreign issuers. Direct and indirect investments in securities of
foreign issuers may

928255.2
7

<PAGE>

involve risks that are not present with domestic investments and there can be no
assurance that a Fund's foreign investments will present less risk than a
portfolio of domestic securities. Compared to United States issuers, there is
generally less publicly available information about foreign issuers and there
may be less governmental regulation and supervision of foreign stock exchanges,
brokers and listed companies. Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. Securities of
some foreign issuers are less liquid and their prices are more volatile than
securities of comparable domestic issuers. Settlement of transactions in some
foreign markets may be delayed or less frequent than in the United States, which
could affect the liquidity of each Fund's portfolio. Fixed brokerage commissions
on foreign securities exchanges are generally higher than in the United States.
Income from foreign securities may be reduced by a withholding tax at the source
or other foreign taxes. In some countries, there may also be the possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other assets of a Fund, political or social instability or revolution, or
diplomatic developments which could affect investments in those countries.

The value of each Fund's investments denominated in foreign
currencies may depend in part on the relative strength of the U.S. dollar, and a
Fund may be affected favorably or unfavorably by exchange control regulations or
changes in the exchange rate between foreign currencies and the U.S. dollar.
When a Fund invests in foreign securities they will usually be denominated in
foreign currency, and the Fund may temporarily hold funds in foreign currencies.
Thus, each Fund's net asset value per share will be affected by changes in
currency exchange rates. Changes in foreign currency exchange rates also may
affect the value of dividends and interest earned, gains and losses realized on
the sale of securities and net investment income and gains, if any, to be
distributed to shareholders by each Fund. The rate of exchange between the U.S.
dollar and other currencies is determined by the forces of supply and demand in
the foreign exchange markets.

Special Risks Associated With The Tocqueville International Value 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 Fund 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 the Funds invest or in the leadership or
policies of any other government which exercises a significant influence over
those countries, may halt the expansion of or reverse certain beneficial

928255.2
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<PAGE>

economic policies of such countries and thereby eliminate any investment
opportunities which may currently exist.

Risk Factors in Futures Transactions

Positions in futures contracts may be closed out only on an
exchange which provides a secondary market for such futures. However, there can
be no assurance that a liquid secondary market will exist for any particular
futures contract at any specific time. Thus, it may not be possible to close a
futures position. In the event of adverse price movements, a Fund would continue
to be required to make daily cash payments to maintain the required margin. In
such situations, if a Fund has insufficient cash, it may have to sell portfolio
securities to meet daily margin requirements at a time when it may be
disadvantageous to do so. In addition, the Fund may be required to make delivery
of the instruments underlying futures contracts it holds. The inability to close
options and futures positions also could have an adverse impact on the ability
to effectively hedge them. The Fund will minimize the risk that it will be
unable to close out a futures contract by only entering into futures contracts
which are traded on national futures exchanges and for which there appears to be
a liquid secondary market.

The risk of loss in trading futures contracts in some
strategies can be substantial, due both to the low margin deposits required, and
the extremely high degree of leverage involved in futures pricing. Because the
deposit requirements in the futures markets are less onerous than margin
requirements in the securities market, there may be increased participation by
speculators in the futures market which also may cause temporary price
distortions. A relatively small price movement in a futures contract may result
in immediate and substantial loss (as well as gain) to the investor. For
example, if at the time of purchase, 10% of the value of the futures contract is
deposited as margin, a subsequent 10% decrease in the value of the futures
contract would result in a total loss of the margin deposit, before any
deduction for the transaction costs, if the account were then closed out. A 15%
decrease would result in a loss equal to 150% of the original margin deposit if
the contract were closed out. Thus, a purchase or sale of a futures contract may
result in losses in excess of the amount invested in the contract. However,
because the futures strategies engaged in by the Funds are only for hedging
purposes, the Investment Advisor does not believe that the Funds are subject to
the risks of loss frequently associated with futures transactions. A Fund would
presumably have sustained comparable losses if, instead of the futures contract,
it had invested in the underlying financial instrument and sold it after the
decline.

Utilization of futures transactions by the Funds does involve
the risk of imperfect or no correlation where the securities underlying the
futures contract have different maturities than the portfolio securities being
hedged. It is also possible that a Fund could both lose money on futures
contracts and also experience a decline in value of its portfolio securities.
There is also the risk of loss by a Fund of margin deposits in the event of
bankruptcy of a broker with whom the Fund has an open position in a futures
contract or related option.

928255.2
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<PAGE>

Conclusion

Unlike the fundamental investment objective of each Fund set
forth above and the investment restrictions set forth below which may not be
changed without shareholder approval, the Funds have the right to modify the
investment policies described above without shareholder approval.

INVESTMENT RESTRICTIONS

The following fundamental policies and investment restrictions
have been adopted by the Funds and except as noted, such policies and
restrictions cannot be changed without approval by the vote of a majority of the
outstanding voting shares of a Fund which, as defined by the Investment Company
Act of 1940, as amended (the "1940 Act"), means the affirmative vote of the
lesser of (a) 67% or more of the shares of the Fund present at a meeting at
which the holders of more than 50% of the outstanding shares of the Fund are
represented in person or by proxy, or (b) more than 50% of the outstanding
shares of the Fund.

The Funds may not:

(1) issue senior securities;

(2) concentrate their investments in particular
industries. Less than 25% of the value of a Fund's assets will be invested in
any one industry;

(3) with respect to 75% of the value of a Fund's
assets, purchase any securities (other than obligations issued or guaranteed by
the U.S. Government or its agencies or instrumentalities) if, immediately after
such purchase, more than 5% of the value of the Fund's total assets would be
invested in securities of any one issuer, or more than 10% of the outstanding
voting securities of any one issuer would be owned by the Fund;

(4) make loans of money or securities other than (a)
through the purchase of publicly distributed bonds, debentures or other
corporate or governmental obligations, (b) by investing in repurchase
agreements, and (c) by lending its portfolio securities, provided the value of
such loaned securities does not exceed 33-1/3% of its total assets;

(5) borrow money except from banks and not in excess
of 10% of the value of a Fund's total assets. A Fund may not purchase securities
while borrowings exceed 5% of the value of its total assets;

(6) buy or sell real estate, commodities, or
commodity contracts, except a Fund may purchase or sell futures or options on
futures;

(7) underwrite securities;

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<PAGE>

(8) invest in precious metals other than in
accordance with a Fund's investment objective and policy, if as a result the
Fund would then have more than 10% of its total assets (taken at current value)
invested in such precious metals; and

(9) participate in a joint investment account.

The following restrictions are non-fundamental and may be
changed by the Trust's Board of Trustees. Pursuant to such restrictions, the
Funds will not:

(1) make short sales of securities, other than short
sales "against the box," or purchase securities on margin except for short-term
credits necessary for clearance of portfolio transactions, provided that this
restriction will not be applied to limit the use of options, futures contracts
and related options, in the manner otherwise permitted by the investment
restrictions, policies and investment program of a Fund;

(2) purchase the securities of any other investment
company, if a purchasing Fund, immediately after such purchase or acquisition,
owns in the aggregate, (i) more than 3% of the total outstanding voting stock of
such investment company, (ii) securities issued by such investment company
having an aggregate value in excess of 5% of the value of the total assets of
the Fund, or (iii) securities issued by such investment company and all other
investment companies having an aggregate value in excess of 10% of the value of
the total assets of the Fund;

(3) invest more than 10% of its total net assets in
illiquid securities. Illiquid securities are securities that are not readily
marketable or cannot be disposed of promptly within seven days and in the usual
course of business without taking a materially reduced price. Such securities
include, but are not limited to, time deposits and repurchase agreements with
maturities longer than seven days. Securities that may be resold under Rule 144A
or securities offered pursuant to Section 4(2) of the Securities Act of 1933, as
amended, shall not be deemed illiquid solely by reason of being unregistered.
The Investment Advisor shall determine whether a particular security is deemed
to be liquid based on the trading markets for the specific security and other
factors; and

(4) except for The Tocqueville International Value
Fund, invest in securities of foreign issuers other than in accordance with the
respective Fund's investment objective and policy, if as a result a Fund would
then have more than 25% of its total assets (taken at current value) invested in
such foreign securities.

MANAGEMENT

The overall management of the business and affairs of each
Fund is vested with the Board of Trustees. The Board of Trustees approves all
significant agreements between the Trust or each Fund and persons or companies
furnishing services to the Funds, including a Fund's agreement with an
investment advisor, custodian and transfer agent. The day-to-day operations of
the Funds are delegated to each Fund's officers subject always to the investment
objectives and policies of each Fund and to general supervision by the Trust's
Board of Trustees.

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<PAGE>

The Trustees and officers and their principal occupations are
noted below. Unless otherwise indicated the address of each Trustee and
executive officer is 1675 Broadway, New York, New York 10019.

Francois Daniel Sicart,* Chairman, Principal Executive Officer and Trustee.
Chairman and Director, Tocqueville Management Corporation, the General Partner
of Tocqueville Asset Management L.P. and Tocqueville Securities L.P. ("TMC")
from January, 1990 to present; Chairman and Chief Executive Officer, Tocqueville
Asset Management Corp. from December, 1985 to January, 1990; Vice Chairman of
Tucker Anthony Management Corporation, from 1981 to October 1986; Vice President
(formerly general partner) and other positions with Tucker Anthony, Inc. from
1969 to January, 1990.

James B. Flaherty, Trustee. President and Partner, Troutbeck Conference Center
and Country Inn from October, 1979 to present; Vice President, Leedsville Realty
and Construction Corp. from 1980 to present; Associate Creative Director, Young
and Rubicam Advertising, and Dentsu, Young and Rubicam from March, 1983 to
February, 1985; Creative Director and Senior Vice President, Tinker Campbell
Ewald from October, 1977 to November, 1980; Partner/owner of Freshfields
Restaurant, W. Cornell, CT; President/Creative Director of JBF Ltd., an
advertising company.

Inge Heckel, Trustee. Management Consultant, 1988 to present; President, New
York School of Interior Design, 1994 to present; Executive Director, Princess
Grace Foundation U.S.A. from June, 1986 to September, 1988; Vice President and
Assistant Secretary, The Asia Society from September, 1984 to June, 1986;
Executive Director, Metropolitan Boston Zoos from September, 1982 to July, 1984;
President, Bradford College, Bradford, Massachusetts from September, 1979 to
June, 1982; Trustee of Bradford College; Former Director and Chairman, Public
Relations Committee, International Counsel of Museums (UNESCO); Former Director,
BayBank/Merrimack Valley; Member, Art Advisory Board, Mount Holyoke College Art
Museum.

Robert Kleinschmidt,* President, Principal Operating Officer, Principal
Financial Officer, Treasurer and Trustee. President, TAM from January, 1994 to
present and Managing Director from July, 1991 to January, 1994. Partner, David
J. Greene & Co., May, 1978 to July, 1991. Assistant Vice President, Irving Trust
Co., July, 1976 to May, 1978.

Francois Letaconnoux, Trustee. President, Lepercq de Neuflize & Co. from July,
1993 to present; Director, Lepercq 99 First Management Inc. from 1988 to
present; Director, Lepercq de Neuflize & Co., Inc. (investment bank) from 1988
to present; Managing Director, Lepercq Capital Partners (real estate investment
firm), from 1974 to present.

Lucille G. Bono, Trustee. Financial services consultant, 1997 to present;
Operations and administrative manager, Tocqueville Asset Management L.P. and
Tocqueville Securities L.P. from January 1990 to November 1997; similar
responsibilities, Tocqueville Asset Management Corp.,

- --------
* Interested person of the Funds as defined in the 1940 Act.

928255.2
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<PAGE>

December 1985 to January 1990; operations and administration staff, Tucker
Anthony Inc. (and predecessors), April 1954 to January 1990.

Larry M. Senderhauf, Trustee. President, LMS 33 Corp., 1983 to present; Vice
President, NCCI Corp. 1985 to present; President, Cash Unlimited, 1980-1986;
President, Financial Exchange Corp., 1981-1986; President, LMS Development
Corp., 1986-1995; Vice President, Pacific Ring Enterprises, 1982-1995.

Guy A. Main, Trustee. Chairman, Condor Insurance Company, September 1986 to
present; Chairman and President, Condor Insurance Company, September 1986 to
April 1999; Chairman, President and Chief Executive Officer, Condor Services
Inc., March 1989 to March 1996; Executive Vice President and Director, Amwest
Insurance Group, Inc., March 1996 to April 1999.

Under the terms of the Massachusetts General Corporation Law,
the Funds may indemnify any person who was or is a Trustee, officer or employee
of each Fund to the maximum extent permitted by the Massachusetts General
Corporation Law; provided, however, that any such indemnification (unless
ordered by a court) shall be made by the Funds only as authorized in the
specific case upon a determination that indemnification of such persons is
proper in the circumstances. Such determination shall be made (i) by the Board
of Trustees, by a majority vote of a quorum which consists of Trustees who are
neither "interested persons" of the Trust, as defined in Section 2(a)(19) of the
1940 Act, nor parties to the proceeding, or (ii) if the required quorum is not
obtained or if a quorum of such Trustees so directs, by independent legal
counsel in a written opinion. No indemnification will be provided by a Fund to
any Trustee or officer of the Fund for any liability to a Fund or it
shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of duty.

The Funds do not pay direct remuneration to any officer of a
Fund. As of January 31, 2000, the Trustees and officers as a group owned
beneficially 0.8% of the Tocqueville Fund's outstanding shares, 4.3% of the
International Fund's outstanding shares, 2.0% of the Small Cap Fund's
outstanding shares, and 1.2% of the Gold Fund's outstanding shares, all of which
were acquired for investment purposes. For the fiscal year ended October 31,
1999, the Trust paid the "disinterested" Trustees an aggregate of $32,500; each
disinterested Trustee received $1,250 per Board meeting and $250 per Audit
Committee meeting. Each Fund contributes one quarter of the Trustees'
compensation. "Interested" Trustees do not receive Trustees' fees. The Trust did
not reimburse Trustee expenses.

928255.2
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<PAGE>

The table below illustrates the compensation paid to each
Trustee for the Trust's most recently completed fiscal year:

Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued Estimated Annual from Fund and
Name of Person, Compensation as Part of Fund Benefits Upon Fund Complex
Position from Fund Expenses Retirement Paid to Trustees
- ------------------- ------------ -------------- --------------- ----------------
<S> <C> <C> <C> <C>
Francois Sicart $ 0 $0 $0 $ 0
Lucille G. Bono $5,500 $0 $0 $5,500
Bernard F.
Combemale* $5,500 $0 $0 $5,500
James B. Flaherty $5,500 $0 $0 $5,500
Inge Heckel $5,500 $0 $0 $5,500
Robert Kleinschmidt $ 0 $0 $0 $ 0
Francois Letaconnoux $5,000 $0 $0 $5,000
Larry M. Senderhauf $5,500 $0 $0 $5,500
</TABLE>

* Mr. Combemale resigned as Trustee, effective December 14, 1999.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of January 31, 2000, the following shareholders owned 5% or
more of a Fund's shares:

The Tocqueville Fund:
--------------------

Tocqueville Asset Management L.P. held discretion over 1,630,298
shares (48.2%).

The Tocqueville Small Cap Value Fund:
------------------------------------

Tocqueville Asset Management L.P. held discretion over 1,234,010
shares (58.6%).

The Tocqueville International Value Fund:
----------------------------------------

Tocqueville Asset Management L.P. held discretion over 8,771,541
shares (91.7%).

The Tocqueville Gold Fund:
-------------------------

Tocqueville Asset Management L.P. held discretion over 1,398,999
shares (85.5%).

The address of Tocqueville Asset Management L.P. is 1675 Broadway, New York, New
York 10019.

928255.2
14

<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisory Agreement

Tocqueville Asset Management L.P. (the "Investment Advisor"),
1675 Broadway, New York, New York 10019, acts as the Investment Advisor to each
Fund under a separate investment advisory agreement (the "Agreement" or
"Agreements"). Each Agreement provides that the Investment Advisor identify and
analyze possible investments for each Fund, determine the amount and timing of
such investments, and the form of investment. The Investment Advisor has the
responsibility of monitoring and reviewing each Fund's portfolio, and, on a
regular basis, to recommend the ultimate disposition of such investments. It is
the Investment Advisor's responsibility to cause the purchase and sale of
securities in each Fund's portfolio, subject at all times to the policies set
forth by the Trust's Board of Trustees. In addition, the Investment Advisor also
provides certain administrative and managerial services to the Funds. The
Investment Advisor is an affiliate of Tocqueville Securities, L.P., the Funds'
distributor.

The Investment Advisor receives a fee from: (1) both the
Tocqueville Fund and the Tocqueville Small Cap Value Fund, calculated daily and
payable monthly, for the performance of its services at an annual rate of .75%
on the first $500 million of the average daily net assets of each Fund, and .65%
of average daily net assets in excess of $500 million; (2) both the Tocqueville
International Value Fund and the Tocqueville Gold Fund, calculated daily and
payable monthly, for the performance of its services at an annual rate of 1.00%
on the first $500 million of the average daily net assets, .75% of average daily
net assets in excess of $500 million but not exceeding $1 billion and 0.65% on
balances in excess of $1 billion. Each fee is accrued daily for the purposes of
determining the offering and redemption price of such Fund's shares. The
advisory fees are higher than that paid by most investment companies but the
Board of Trustees believes them to be reasonable in light of the services each
Fund receives thereunder. For the years ended October 31, 1997, 1998 and 1999,
with respect to the Tocqueville Fund, the Investment Advisor earned advisory
fees of $265,262, $498,857 and $454,758 respectively, after waivers of $133,423,
$0 and $0, respectively. For the fiscal years ended October 31, 1997, 1998 and
1999, with respect to the Small Cap Fund, the Investment Advisor earned advisory
fees of $62,294, $171,076 and $182,745, respectively, after waivers of $54,172,
$0 and $0, respectively. For the fiscal years ended October 31, 1997, 1998 and
1999, with respect to the International Fund, the Investment Advisor earned
advisory fees of $382,042, $605,315 and $787,330, respectively, after waivers of
$51,247, $0 and $0, respectively. Finally, for the period June 29, 1998
(commencement of operations) to October 31, 1998 and the fiscal year ended
October 31, 1999 with respect to the Gold Fund, the Investment Advisor earned
advisory fees of $0 and $74,050, respectively, after waivers of $18,773 and
$42,689, respectively.

Under the terms of the Agreements, each Fund pays all of its
expenses (other than those expenses specifically assumed by the Investment
Advisor and each Fund's distributor) including the costs incurred in connection
with the maintenance of its registration under the Securities Act of 1933, as
amended, and the 1940 Act, printing of prospectuses distributed to shareholders,
taxes or governmental fees, brokerage commissions, custodial, transfer and
shareholder servicing agents, expenses of outside counsel and independent
accountants, preparation of shareholder reports, and expenses of Trustee and
shareholder meetings.

928255.2
15

<PAGE>

Each Agreement may be terminated without penalty on 60 days'
written notice by a vote of the majority of the Trust's Board of Trustees or by
the Investment Advisor, or by holders of a majority of each Fund's outstanding
shares. Each Fund's Agreement will continue for two years from its effective
date and from year-to-year thereafter provided it is approved, at least
annually, in the manner stipulated in the 1940 Act. This requires that each
Agreement and any renewal thereof be approved by a vote of the majority of the
Fund's Trustees who are not parties thereto or interested persons of any such
party, cast in person at a meeting specifically called for the purpose of voting
on such approval.

Distribution Agreement

Tocqueville Securities L.P., 1675 Broadway, New York, New York
10019, serves as the Fund's distributor and principal underwriter (the
"Distributor") pursuant to a Distribution Agreement dated March 1, 1991. The
Distributor is an affiliate of the Investment Advisor. The Fund appoints the
Distributor to act as its underwriter to promote and arrange for the sale of
shares of beneficial interest of the Fund to the public through its sales
representatives and to investment dealers as long as it has unissued and/or
treasury shares available for sale. The Distributor shall bear the expenses of
printing and distributing prospectuses and statements of additional information
(other than those prospectuses and statements of additional information required
by applicable laws and regulations to be distributed to the shareholders by the
Fund and pursuant to any Rule 12b-1 distribution plan), and any other
promotional or sales literature which are used by the Distributor or furnished
by the Distributor to purchasers or dealers in connection with the Distributor's
activities. While the Distributor is not obligated to sell any specific amount
of the Trust's shares, the Distributor has agreed to devote reasonable time and
effort to enlist investment dealers and otherwise promote the sale and
distribution of Fund shares as well as act as Distributor for the sale and
distribution of the shares of the Fund as such arrangements may profitably be
made.

The Distribution Agreement was most recently approved by the
Board of Trustees, including a majority of the Trustees who are not "interested
persons" (as the term is defined in the 1940 Act) of the Trust or the
Distributor nor have any direct or indirect financial interest in the operation
of the distribution plan or in any related agreement (the "Independent
Trustees") at a meeting held on September 9, 1999.

The Distribution Agreement is subject to approval by (1)
either the Board of Trustees or by vote of a majority of the Fund's outstanding
voting securities (as defined in Section 2(a)(42) of the Investment Company
Act); and (2) by vote of a majority of the Fund's Trustees who are not
interested persons (as defined in Section 2(a)(19) of the Investment Company
Act) of the Distributor by votes cast in person at a meeting called for such
purpose. The Distribution Agreement will automatically terminate in the event of
its assignment.

As further described under "Investment Advisory and other
Services - Distribution and Service Plans," the Distributor may receive payments
pursuant to the Funds' Rule 12b-1 Plans.

928255.2
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<PAGE>

Distribution and Service Plans

Each Fund has adopted a distribution and service plan pursuant
to Rule 12b-1 of the 1940 Act (each a "Plan"). The Plans provide that a Fund may
pay Rule 12b-1 distribution and service fees of .25% per annum of such Fund's
average daily net assets.

Each plan provides that a Fund may finance activities which
are primarily intended to result in the sale of each Fund's shares, including,
but not limited to, advertising, printing of prospectuses and reports for other
than existing shareholders, preparation and distribution of advertising material
and sales literature and payments to dealers and shareholder servicing agents
including Tocqueville Securities L.P. ("Tocqueville Securities") who enter into
agreements with each Fund or its distributor. The Tocqueville Fund accrued after
waiver $80,011, $97,578, $132,895, $166,286 and $151,586, respectively, in
distribution expenses for the fiscal years ended October 31, 1995, 1996, 1997,
1998 and 1999, respectively. The Small Cap Fund accrued after waiver $0,
$14,595, $38,822, $57,026 and $60,915, respectively, in distribution expenses
for the fiscal years ended October 31, 1995, 1996, 1997, 1998 and 1999,
respectively. The International Value Fund accrued after waiver $0, $27,121,
$111,467, $160,106 and $221,151, respectively, in distribution expenses for the
fiscal years ended October 31, 1995, 1996, 1997, 1998 and 1999, respectively.
The Gold Fund accrued after waiver $4,693 and $29,185, respectively, in
distribution expenses for the period June 29, 1998 to October 31, 1998 and the
fiscal year ended October 31, 1999, respectively.

As of October 31, 1999, the Tocqueville Fund, Small Cap Value
Fund, International Fund and Gold Fund had $156,388, $66,194, $0, and $12,208,
respectively, 0.27%, 0.25%, 0%, and 0.06%, respectively, as a percentage of each
Fund's net assets) of unreimbursed distribution expenses.

In approving the Plans in accordance with the requirements of
Rule 12b-1 under the 1940 Act, the Trustees (including the "disinterested"
Trustees, as defined in the 1940 Act) considered various factors and determined
that there is a reasonable likelihood that each Plan will benefit its Fund and
its shareholders. Each Plan will continue in effect from year to year if
specifically approved annually (a) by the majority of such Fund's outstanding
voting shares or by the Board of Trustees and (b) by the vote of a majority of
the disinterested Trustees. While the Plans remain in effect, each Fund's
Principal Financial Officer shall prepare and furnish to the Board of Trustees a
written report setting forth the amounts spent by each Fund under the Plan and
the purposes for which such expenditures were made. The Plans may not be amended
to increase materially the amount to be spent for distribution without
shareholder approval and all material amendments to each of the Plans must be
approved by the Board of Trustees and by the disinterested Trustees cast in
person at a meeting called specifically for that purpose. While the Plans are in
effect, the selection and nomination of the disinterested Trustees shall be made
by those disinterested Trustees then in office.

Administrative Services Agreement

Tocqueville Asset Management L.P., supervises administration
of the Funds pursuant to an Administrative Services Agreement with each Fund.
Under the Administrative Services Agreement, Tocqueville Asset Management L.P.
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 the Funds with general office facilities and provides, at each
Fund's expense, the services of

928255.2
17

<PAGE>

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)
Tocqueville Asset Management L.P. and its affiliates. For these services and
facilities, Tocqueville Asset Management L.P. receives with respect to each Fund
a fee computed and paid monthly at an annual rate of 0.15% of the average daily
net assets of each Fund.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

Subject to the supervision of the Board of Trustees, decisions
to buy and sell securities for each Fund are made by the Investment Advisor. The
Investment Advisor is authorized to allocate the orders placed by it on behalf
of a Fund to such unaffiliated brokers who also provide research or statistical
material, or other services to the Fund or the Investment Advisor for the Fund's
use. Such allocation shall be in such amounts and proportions as the Investment
Advisor shall determine and the Investment Advisor will report on said
allocations regularly to the Board of Trustees indicating the unaffiliated
brokers to whom such allocations have been made and the basis therefor. In
addition, the Investment Advisor may consider sales of shares of each Fund and
of any other funds advised or managed by the Investment Advisor as a factor in
the selection of unaffiliated brokers to execute portfolio transactions for each
Fund, subject to the requirements of best execution. The Trustees have
authorized the allocation of brokerage to affiliated broker-dealers on an agency
basis to effect portfolio transactions. The Trustees have adopted procedures
incorporating the standards of Rule 17e-1 of the 1940 Act, which require that
the commission paid to affiliated broker-dealers must be "reasonable and fair
compared to the commission, fee or other remuneration received, or to be
received, by other brokers in connection with comparable transactions involving
similar securities during a comparable period of time." At times, a Fund may
also purchase portfolio securities directly from dealers acting as principals,
underwriters or market makers. As these transactions are usually conducted on a
net basis, no brokerage commissions are paid by the Fund.

In selecting a broker to execute each particular transaction,
the Investment Advisor will take the following into consideration: the best net
price available; the reliability, integrity and financial condition of the
broker; the size and difficulty in executing the order; and, the value of the
expected contribution of the broker to the investment performance of the Funds
on a continuing basis. Accordingly, the cost of the brokerage commissions to a
Fund in any transaction may be greater than that available from other brokers if
the difference is reasonably justified by other aspects of the portfolio
execution services offered. Subject to such policies and procedures as the Board
of Trustees may determine, the Investment Advisor shall not be deemed to have
acted unlawfully or to have breached any duty solely by reason of its having
caused a Fund to pay an unaffiliated broker that provides research services to
the Investment Advisor for each Fund's use an amount of commission for effecting
a portfolio investment transaction in excess of the amount of commission another
broker would have charged for effecting the transaction, if the Investment
Advisor determines in good faith that such amount of commission was reasonable
in relation to the value of the research service provided by such broker viewed
in terms of either that particular transaction or the Investment Advisor's
ongoing responsibilities with respect to the Funds. For the fiscal year ended
October 31, 1997, the Tocqueville Fund, Small Cap Fund and International Fund
paid total brokerage commissions on portfolio transactions in the amount of
$101,313, $132,304 and $421,839, respectively. For the

928255.2
18

<PAGE>

fiscal year ended October 31, 1998, the Tocqueville Fund, Small Cap Fund,
International Fund and Gold Fund paid total brokerage commission on portfolio
transactions in the amount of $103,729, $175,638, $622,309 and $44,719,
respectively. For the fiscal year ended October 31, 1999, the Tocqueville Fund,
Small Cap Fund, International Fund and Gold Fund paid total brokerage commission
on portfolio transactions in the amount of $73,818, $136,686, $621,292 and
$121,763, respectively. Commissions earned by Tocqueville Securities L.P., the
Funds' distributor for services rendered as a registered broker-dealer in
securities transactions for the fiscal years ended October 31, 1997, 1998 and
1999, respectively, were: the Tocqueville Fund: $62,053, $30,907 and $37,788,
respectively; the Small Cap Fund: $67,534, $108,144 and $62,055, respectively;
the International Fund: $4,177, $37,427 and $8,800, respectively. For the Gold
Fund, commissions earned by Tocqueville Securities L.P. for the period June 29,
1998 to October 31, 1998 and the fiscal year ended October 31, 1999 were $6,990
and $32,320, respectively. For the fiscal year ended October 31, 1999, the
percentage of each Fund's brokerage commissions paid, and the aggregate dollar
amount of transactions involving the payment of such commissions, to Tocqueville
Securities L.P. were: the Tocqueville Fund: 51% and $24,698,876, respectively;
the Small Cap Fund: 45% and $21,204,257, respectively; the International Fund:
1% and $9,431,603, respectively; and the Gold Fund: 27% and $5,221,312,
respectively.

ALLOCATION OF INVESTMENTS

The Investment Advisor has other advisory clients which
include individuals, trusts, pension and profit sharing funds, some of which
have similar investment objectives to the Funds. As such, there will be times
when the Investment Advisor may recommend purchases and/or sales of the same
portfolio securities for each Fund and its other clients. In such circumstances,
it will be the policy of the Investment Advisor to allocate purchases and sales
among the Funds and its other clients in a manner which the Investment Advisor
deems equitable, taking into consideration such factors as size of account,
concentration of holdings, investment objectives, tax status, cash availability,
purchase cost, holding period and other pertinent factors relative to each
account. Simultaneous transactions may have an adverse effect upon the price or
volume of a security purchased by each Fund.

COMPUTATION OF NET ASSET VALUE

Each Fund will determine the net asset value of its shares
once daily as of the close of trading on the New York Stock Exchange (the
"Exchange") on each day that the Exchange is open for business. Each Fund may
make or cause to be made a more frequent determination of the net asset value
and offering price, which determination shall reasonably reflect any material
changes in the value of securities and other assets held by a Fund from the
immediately preceding determination of net asset value. The net asset value is
determined by dividing the market value of a Fund's investments as of the close
of trading plus any cash or other assets (including dividends receivable and
accrued interest) less all liabilities (including accrued expenses) by the
number of the Fund's shares outstanding. Securities traded on the New York Stock
Exchange or the American Stock Exchange will be valued at the last sale price,
or if no sale, at the mean between the latest bid and asked price. Securities
traded in any other U.S. or foreign market shall be valued in a manner as
similar as possible to the above, or if not so traded, on the basis of the
latest available price. Securities sold short "against the box" will be valued
at market as determined above; however, in instances where a Fund has sold
securities short

928255.2
19

<PAGE>

against a long position in the issuer's convertible securities, for the purpose
of valuation, the securities in the short position will be valued at the "asked"
price rather than the mean of the last "bid" and "asked" prices. Investments in
gold bullion will be valued at their respective fair market values determined on
the basis of the mean between the last current bid and asked prices based on
dealer or exchanges quotations. Where there are no readily available quotations
for securities they will be valued at a fair value as determined by the Board of
Trustees acting in good faith.

PURCHASE AND REDEMPTION OF SHARES

A complete description of the manner by which a Fund's shares
may be purchased and redeemed appears in the Prospectus under the headings
"Purchase of Shares" and "Redemption of Shares" respectively.

TAX MATTERS

The following is only a summary of certain additional federal
income tax considerations generally affecting each Fund and its shareholders
that are not described in the Prospectus. No attempt is made to present a
detailed explanation of the tax treatment of each Fund or its shareholders, and
the discussions here and in the Prospectus are not intended as substitutes for
careful tax planning.

Qualification as a Regulated Investment Company
- -----------------------------------------------

Each Fund has elected and intends to continue to qualify to be
taxed as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986 (the "Code"). As a regulated investment company, a Fund is
not subject to federal income tax on the portion of its net investment income
(i.e., taxable interest, dividends and other taxable ordinary income, net of
expenses) and net capital gain (i.e., the excess of long term capital gains over
long term capital losses) that it distributes to shareholders, provided that it
distributes at least 90% of its investment company taxable income (i.e., net
investment income and the excess of net short-term capital gain over net long-
term capital loss) for the taxable year, and satisfies certain other
requirements of the Code that are described below. Distributions by a Fund made
during the taxable year or, under specified circumstances, within twelve months
after the close of the taxable year, will be considered distributions of income
and gains of the taxable year for this purpose.

In addition to satisfying the requirements described above,
each Fund must satisfy an asset diversification test in order to qualify as a
regulated investment company. Under this test, at the close of each quarter of a
Fund's taxable year, at least 50% of the value of the Fund's total assets must
consist of cash and cash items, U.S. Government securities, securities of other
regulated investment companies, and securities of other issuers (as to which the
Fund has not invested more than 5% of the value of the Fund's total assets in
securities of any one issuer and does not hold more than 10% of the outstanding
voting securities of any one issuer), and no more than 25% of the value of its
total assets may be invested in the securities (other than U.S. Government
securities and securities of other regulated investment companies) of any one
issuer or in two or more issuers which the Fund controls

928255.2
20

<PAGE>

and which are engaged in the same or similar trades or businesses. Generally, an
option (call or put) with respect to a security is treated as issued by the
issuer of the security not the issuer of the option.

If for any taxable year a Fund does not qualify as a regulated
investment company, all of its taxable income (including its net capital gain)
will be subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions will be taxable to the
shareholders as ordinary dividends to the extent of the Fund's current and
accumulated earnings and profits. Such distributions generally will be eligible
for the dividends-received deduction in the case of corporate shareholders.

In addition, a regulated investment company must derive at
least 90% of its gross income from dividends, interest, certain payments with
respect to securities loans, gains from the sale or other disposition of stock
or securities or foreign currencies and other income (including, but not limited
to, gains from options, futures or forward contracts) derived with respect to
its business of investing in such stock, securities or currencies.

In general, gain or loss recognized by a Fund on the
disposition of an asset or as a result of certain constructive sales will be a
capital gain or loss. However, there are numerous exceptions to the rule,
pursuant to which gain on the disposition of an asset is treated as ordinary
income. For example, gain recognized on the disposition of a debt obligation
purchased by a Fund at a market discount will be treated as ordinary income to
the extent of the portion of the market discount which accrued during the period
of time the Fund held the debt obligation. In addition, gain or loss recognized
on the disposition of a debt obligation denominated in a foreign currency or an
option with respect thereto attributable to changes in foreign currency exchange
rates, and gain or loss recognized on the disposition of a foreign currency
forward contract, futures contract, option or similar financial instrument, or
of foreign currency itself, will generally be treated as ordinary income or
loss.

Further, the Code also treats as ordinary income a portion of
the capital gain attributable to certain transactions where substantially all of
the return realized is attributable to the time value of a Fund's net investment
in the transaction.

In general, for purposes of determining whether capital gain
or loss recognized by a Fund on the disposition of an asset is long-term or
short-term, the holding period of the asset may be affected if (1) the asset is
used to close a "short sale" (which includes for certain purposes the
acquisition of a put option) or is substantially identical to another asset so
used, (2) the asset is otherwise held by the Fund as part of a "straddle" (which
term generally excludes a situation where the asset is stock and the Fund grants
a qualified covered call option (which, among other things, must not be
deep-in-the-money) with respect thereto) or (3) the asset is stock and the Fund
grants an in-the-money qualified covered call option with respect thereto. In
addition, a Fund may be required to defer the recognition of a loss on the
disposition of an asset held as part of a straddle to the extent of any
unrecognized gain on the offsetting position.

Any gain recognized by a Fund on the lapse of, or any gain or
loss recognized by a Fund from a closing transaction with respect to, an option
written by the Fund will be treated as a short-term capital gain or loss.

928255.2
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<PAGE>

Certain transactions that may be engaged in by the Funds (such
as regulated futures contracts, certain foreign currency contracts, and options
on stock indexes and futures contracts) will be subject to special tax treatment
as "Section 1256 contracts." Section 1256 contracts are treated as if they are
sold for their fair market value on the last business day of the taxable year,
even though a taxpayer's obligations (or rights) under such contracts have not
terminated (by delivery, exercise, entering into a closing transaction or
otherwise) as of such date. Any gain or loss recognized as a consequence of the
year-end deemed disposition of Section 1256 contracts is taken into account for
the taxable year together with any other gain or loss that was previously
recognized upon the termination of Section 1256 contracts during that taxable
year. Any capital gain or loss for the taxable year with respect to Section 1256
contracts (including any capital gain or loss arising as a consequence of the
year-end deemed sale of such contracts) is generally treated as 60% long-term
capital gain or loss and 40% short-term capital gain or loss. A Fund, however,
may elect not to have this special tax treatment apply to Section 1256 contracts
that are part of a "mixed straddle" with other investments of the Fund that are
not Section 1256 contracts.

A Fund may purchase securities of certain foreign investment
funds or trusts which constitute passive foreign investment companies ("PFICs")
for federal income tax purposes. If a Fund invests in a PFIC, it has three
separate options. First, it may elect to treat the PFIC as a qualifying electing
fund (a "QEF"), in which case it will each year have ordinary income equal to
its pro rata share of the PFIC's ordinary earnings for the year and long-term
capital gain equal to its pro rata share of the PFIC's net capital gain for the
year, regardless of whether the Fund receives distributions of any such ordinary
earnings or capital gains from the PFIC. Second, for tax years beginning after
December 31, 1997, the Fund may make a mark-to-market election with respect to
its PFIC stock. Pursuant to such an election, the Fund will include as ordinary
income any excess of the fair market value of such stock at the close of any
taxable year over its adjusted tax basis in the stock. If the adjusted tax basis
of the PFIC stock exceeds the fair market value of such stock at the end of a
given taxable year, such excess will be deductible as ordinary loss in the
amount equal to the lesser of the amount of such excess or the net
mark-to-market gains on the stock that the Fund included in income in previous
years. The Fund's holding period with respect to its PFIC stock subject to the
election will commence on the first day of the following taxable year. If the
Fund makes the mark-to-market election in the first taxable year it holds PFIC
stock, it will not incur the tax described below under the third option.

Finally, if the Fund does not elect to treat the PFIC as a QEF
and does not make a mark-to-market election, then, in general, (1) any gain
recognized by the Fund upon a sale or other disposition of its interest in the
PFIC or any "excess distribution" (as defined) received by the Fund from the
PFIC will be allocated ratably over the Fund's holding period in the PFIC stock,
(2) the portion of such gain or excess distribution so allocated to the year in
which the gain is recognized or the excess distribution is received shall be
included in the Fund's gross income for such year as ordinary income (and the
distribution of such portion by the Fund to shareholders will be taxable as an
ordinary income dividend, but such portion will not be subject to tax at the
Fund level), (3) the Fund shall be liable for tax on the portions of such gain
or excess distribution so allocated to prior years in an amount equal to, for
each such prior year, (i) the amount of gain or excess distribution allocated to
such prior year multiplied by the highest tax rate (individual or corporate, as
the case may be) in effect for such prior year, plus (ii) interest on the amount
determined under clause (i) for the period from the due date for filing a return
for such prior year until the date for filing a return for the year in which the

928255.2
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<PAGE>

gain is recognized or the excess distribution is received, at the rates and
methods applicable to underpayments of tax for such period, and (4) the
distribution by the Fund to shareholders of the portions of such gain or excess
distribution so allocated to prior years (net of the tax payable by the Fund
thereon) will again be taxable to the shareholders as an ordinary income
dividend.

Treasury Regulations permit a regulated investment company, in
determining its investment company taxable income and net capital gain (i.e.,
the excess of net long-term capital gain over net short-term capital loss) for
any taxable year, to elect (unless it has made a taxable year election for
excise tax purposes as discussed below) to treat all or any part of any net
capital loss, any net long-term capital loss or any net foreign currency loss
(including, to the extent provided in Treasury Regulations, losses recognized
pursuant to the PFIC mark-to-market election) incurred after October 31 as if it
had been incurred in the succeeding year.

Excise Tax on Regulated Investment Companies
- --------------------------------------------

A 4% non-deductible excise tax is imposed on a regulated
investment company that fails to distribute in each calendar year an amount
equal to 98% of its ordinary income for such calendar year and 98% of capital
gain net income for the one-year period ended on October 31 of such calendar
year (or, at the election of a regulated investment company having a taxable
year ending November 30 or December 31, for its taxable year). The balance of
such income must be distributed during the next calendar year. For the foregoing
purposes, a regulated investment company is treated as having distributed any
amount on which it is subject to income tax for any taxable year ending in such
calendar year.

Each Fund intends to make sufficient distributions or deemed
distributions of its ordinary taxable income and capital gain net income prior
to the end of each calendar year to avoid liability for the excise tax. However,
investors should note that a Fund may in certain circumstances be required to
liquidate portfolio investments to make sufficient distributions to avoid excise
tax liability.

Fund Distributions
- ------------------

Each Fund anticipates distributing substantially all of its
investment company taxable income for each taxable year. Such distributions will
be taxable to shareholders as ordinary income and treated as dividends for
federal income tax purposes.

A Fund may either retain or distribute to shareholders its net
capital gain for each taxable year. Each Fund currently intends to distribute
any such amounts. Net capital gain that is distributed and designated as a
capital gain dividend will be taxable to shareholders as long-term capital gain,
regardless of the length of time the shareholder has held his or her shares or
whether such gain was recognized by the Fund prior to the date on which the
shareholder acquired his shares. The Code provides, however, that under certain
conditions only 50% (58% for alternative minimum tax purposes) of the capital
gain recognized upon a Fund's disposition of domestic "small business" stock
will be subject to tax.

928255.2
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<PAGE>

Conversely, if a Fund decides to retain its net capital gain,
the Fund will be taxed thereon (except to the extent of any available capital
loss carryovers) at the 35% corporate tax rate although in such a case it is
expected that the Fund also will elect to have shareholders of record on the
last day of its taxable year treated as if each received a distribution of his
or her pro rata share of such gain, with the result that each shareholder will
be required to report his or her pro rata share of such gain on his tax return
as long-term capital gain, will receive a refundable tax credit for his pro rata
share of tax paid by the Fund on the gain, and will increase the tax basis for
his shares by an amount equal to the deemed distribution less the tax credit.

Dividends paid by the International Fund generally should not
qualify for the 70% dividends-received deduction for corporate shareholders.
Ordinary income dividends paid by the Tocqueville Fund and the Small Cap Fund
with respect to a taxable year will qualify for the 70% dividends-received
deduction generally available to corporations (other than corporations, such as
S corporations, which are not eligible for the deduction because of their
special characteristics and other than for purposes of special taxes such as the
accumulated earnings tax and the personal holding company tax) to the extent of
the amount of qualifying dividends received by the Fund from domestic
corporations for the taxable year. Generally, a dividend received by the Fund
will not be treated as a qualifying dividend (1) if it has been received with
respect to any share of stock that the Fund has held for less than 46 days (91
days in the case of certain preferred stock), excluding for this purpose under
the rules of Code section 246(c)(3) and (4) any period during which the Fund has
an option to sell, is under a contractual obligation to sell, has made and not
closed a short sale of, is the grantor of a deep-in-the-money or otherwise
nonqualified option to buy, or has otherwise diminished its risk of loss by
holding other positions with respect to, such (or substantially identical)
stock; (2) to the extent that the Fund is under an obligation (pursuant to a
short sale or otherwise) to make related payments with respect to positions in
substantially similar or related property; or (3) to the extent that the stock
on which the dividend is paid is treated as debt-financed under the rules of
Code Section 246A. The 46-day holding period must be satisfied during the
90-day period beginning 45 days prior to each applicable ex-dividend date; the
91-day holding period must be satisfied during the 180-day period beginning 90
days before each applicable ex-dividend date. Moreover, the dividends-received
deduction for a corporate shareholder may be disallowed or reduced (1) if the
corporate shareholder fails to satisfy the foregoing requirements with respect
to its shares of the Fund or (2) by application of Code section 246(b) which in
general limits the dividends-received deduction to 70% of the shareholder's
taxable income (determined without regard to the dividends-received deduction
and certain other items).

A corporate shareholder will generally be required to take the
full amount of any dividend received from the Fund into account (without a
dividends-received deduction) in determining its adjusted current earnings,
which are used in computing an additional corporate preference item (i.e., 75%
of the excess of a corporate taxpayer's adjusted current earnings over its AMTI
(determined without regard to this item and the AMT net operating loss
deduction)) includable in alternative minimum taxable income.

Investment income that may be received by a Fund from sources
within foreign countries may be subject to foreign taxes withheld at the source.
The United States has entered into tax treaties with many foreign countries
which entitle a Fund to a reduced rate of, or exemption from, taxes on such
income. It is impossible to determine the effective rate of foreign tax in
advance since

928255.2
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<PAGE>

the amount of a Fund's assets to be invested in various countries is not known.
If more than 50% of the value of a Fund's total assets at the close of its
taxable year consist of the stock or securities of foreign corporations, the
Fund may elect to "pass through" to the Fund's shareholders the amount of
foreign taxes paid by the Fund. If a Fund so elects, each shareholder would be
required to include in gross income, even though not actually received, his pro
rata share of the foreign taxes paid by the Fund, but would be treated as having
paid his pro rata share of such foreign taxes and would therefore be allowed to
either deduct such amount in computing taxable income or use such amount
(subject to various Code limitations) as a foreign tax credit against federal
income tax (but not both). For purposes of the foreign tax credit limitation
rules of the Code, each shareholder would treat as foreign source income his pro
rata share of such foreign taxes plus the portion of dividends received from the
Fund representing income derived from foreign sources. No deduction for foreign
taxes could be claimed by an individual shareholder who does not itemize
deductions. Each shareholder should consult his own tax adviser regarding the
potential application of foreign tax credits.

Distributions by a Fund that do not constitute ordinary income
dividends or capital gain dividends will be treated as a return of capital to
the extent of (and in reduction of) the shareholder's tax basis in his shares;
any excess will be treated as gain from the sale of his shares, as discussed
below.

Distributions by a Fund will be treated in the manner
described above regardless of whether such distributions are paid in cash or
reinvested in additional shares of the Fund (or of another fund). Shareholders
receiving a distribution in the form of additional shares will be treated as
receiving a distribution in an amount equal to the fair market value of the
shares received, determined as of the reinvestment date. In addition, if the net
asset value at the time a shareholder purchases shares of a Fund reflects
undistributed net investment income or recognized capital gain net income, or
unrealized appreciation in the value of the assets of the Fund, distributions of
such amounts will be taxable to the shareholder in the manner described above,
although such distributions economically constitute a return of capital to the
shareholder.

Ordinarily, shareholders are required to take distributions by
a Fund into account in the year in which the distributions are made. However,
dividends declared in October, November or December of any year and payable to
shareholders of record on a specified date in such a month will be deemed to
have been received by the shareholders (and made by the Fund) on December 31 of
such calendar year if such dividends are actually paid in January of the
following year. Shareholders will be advised annually as to the U.S. federal
income tax consequences of distributions made (or deemed made) during the year.

Each Fund will be required in certain cases to withhold and
remit to the U.S. Treasury 31% of ordinary income dividends and capital gain
dividends, and the proceeds of redemption of shares, paid to any shareholder (1)
who has failed to provide a correct taxpayer identification number, (2) who is
subject to backup withholding for failure to properly report the receipt of
interest or dividend income, or (3) who has failed to certify to the Fund that
it is not subject to backup withholding or that it is a corporation or other
"exempt recipient."

928255.2
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<PAGE>

Sale or Redemption of Shares
- ----------------------------

A shareholder will recognize gain or loss on the sale or
redemption of shares of a Fund in an amount equal to the difference between the
proceeds of the sale or redemption and the shareholder's adjusted tax basis in
the shares. All or a portion of any loss so recognized may be disallowed if the
shareholder purchases other shares of a Fund within 30 days before or after the
sale or redemption. In general, any gain or loss arising from (or treated as
arising from) the sale or redemption of shares of a Fund will be considered
capital gain or loss and will be long-term capital gain or loss if the shares
were held for longer than one year. Long-term capital gain recognized by an
individual shareholder will be taxed at a maximum rate of 20% (10% if an
individual shareholder is, and would be after accounting for such gain, eligible
for the 15% tax bracket for ordinary income) if the holder has held such shares
for more than 12 months at the time of the sale. However, any capital loss
arising from the sale or redemption of shares held for six months or less will
be treated as a long-term capital loss to the extent of the amount of capital
gain dividends received on such shares. For this purpose, the special holding
period rules of Code Section 246(c)(3) and (4) (discussed above in connection
with the dividends-received deduction for corporations) generally will apply in
determining the holding period of shares. Capital losses in any year are
deductible only to the extent of capital gains plus, in the case of a
noncorporate taxpayer, $3,000 of ordinary income.

If a shareholder (1) incurs a sales load in acquiring shares
of a Fund, (2) disposes of such shares less than 91 days after they are acquired
and (3) subsequently acquires shares of the Fund or another fund at a reduced
sales load pursuant to a right to reinvest at such reduced sales load acquired
in connection with the acquisition of the shares disposed of, then the sales
load on the shares disposed of (to the extent of the reduction in the sales load
on the shares subsequently acquired) shall not be taken into account in
determining gain or loss on the shares disposed of but shall be treated as
incurred on the acquisition of the shares subsequently acquired.

Foreign Shareholders
- --------------------

Taxation of a shareholder who, as to the United States, is a
nonresident alien individual, foreign trust or estate, foreign corporation, or
foreign partnership ("foreign shareholder"), depends on whether the income from
a Fund is "effectively connected" with a U.S. trade or business carried on by
such shareholder.

If the income from a Fund is not effectively connected with a
U.S. trade or business carried on by a foreign shareholder, ordinary income
dividends paid to a foreign shareholder will be subject to U.S. withholding tax
at the rate of 30% (or lower applicable treaty rate) upon the gross amount of
the dividend. Furthermore, such foreign shareholder may be subject to U.S.
withholding tax at the rate of 30% (or lower applicable treaty rate) on the
gross income resulting from a Fund's election to treat any foreign taxes paid by
it as paid by its shareholders, but may not be allowed a deduction against this
gross income or a credit against this U.S. withholding tax for the foreign
shareholder's pro rata share of such foreign taxes which it is treated as having
paid. Such a foreign shareholder would generally be exempt from U.S. federal
income tax on gains realized on the sale of shares of a Fund, capital gain
dividends and amounts retained by the Fund that are designated as undistributed
capital gains.

928255.2
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<PAGE>

If the income from a Fund is effectively connected with a U.S.
trade or business carried on by a foreign shareholder, then ordinary income
dividends, capital gain dividends, and any gains realized upon the sale of
shares of the Fund will be subject to U.S. federal income tax at the rates
applicable to U.S. citizens or domestic corporations.

In the case of a foreign shareholder other than a corporation,
a Fund may be required to withhold U.S. federal income tax at a rate of 31% on
distributions that are otherwise exempt from withholding tax (or taxable at a
reduced treaty rate) unless such shareholder furnishes the Fund with proper
notification of his foreign status.

The tax consequences to a foreign shareholder entitled to
claim the benefits of an applicable tax treaty may be different from those
described herein. Foreign shareholders are urged to consult their own tax
advisers with respect to the particular tax consequences to them of an
investment in a Fund, including the applicability of foreign taxes.

Effect of Future Legislation; State and Local Tax Considerations
- ----------------------------------------------------------------

The foregoing general discussion of U.S. federal income tax
consequences is based on the Code and the Treasury Regulations issued thereunder
as in effect on the date of this Statement of Additional Information. Future
legislative or administrative changes or court decisions may significantly
change the conclusions expressed herein, and any such changes or decisions may
have a retroactive effect.

Rules of state and local taxation of ordinary income dividends
and capital gain dividends from regulated investment companies often differ from
the rules for U.S. federal income taxation described above. Shareholders are
urged to consult their tax advisers as to the consequences of these and other
state and local tax rules affecting investment in a Fund.

PERFORMANCE CALCULATION

For purposes of quoting and comparing the performance of each
Fund to that of other mutual funds and to other relevant market indices in
advertisements or in reports to shareholders, performance may be stated in terms
of total return. Under rules promulgated by the Securities and Exchange
Commission ("SEC"), a fund's advertising performance must include total return
quotations calculated according to the following formula:

P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5 or 10)
ERV = ending redeemable value of a hypothetical
1,000 payment, made at the beginning of the 1,5 or 10 year period, at the end
of such period (or fractional portion thereof.)

928255.2
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<PAGE>

Under the foregoing formula, the time periods used in
advertising will be based on rolling calendar quarters, updated to the last day
of the most recent quarter prior to submission of the advertising for
publication, and will cover 1, 5 and 10 year periods of a Fund's existence or
such shorter period dating from the effectiveness of the Fund's Registration
Statement. In calculating the ending redeemable value, all dividends and
distributions by a Fund are assumed to have been reinvested at net asset value
as described in the Prospectus on the reinvestment dates during the period.
Total return, or "T" in the formula above, is computed by finding the average
annual compounded rates of return over the 1, 5 and 10 year periods (or
fractional portion thereof) that would equate the initial amount invested to the
ending redeemable value. Any recurring account charges that might in the future
be imposed by a Fund would be included at that time.

In addition to the total return quotations discussed above, a
Fund may advertise its yield based on a 30-day (or one month) period ended on
the date of the most recent balance sheet included in the Fund's Post-Effective
Amendment to its Registration Statement, computed by dividing the net investment
income per share earned during the period by the maximum offering price per
share on the last day of the period, according to the following formula:

a-b
YIELD = 2[( ----- +1)6-1]
cd

Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends.
d = the maximum offering price per share on the last day of
the period.

Under this formula, interest earned on debt obligations for
purposes of "a" above, is calculated by (1) computing the yield to maturity of
each obligation held by the Fund based on the market value of the obligation
(including actual accrued interest) at the close of business on the last day of
each month, or, with respect to obligations purchased during the month, the
purchase price (plus actual accrued interest), (2) dividing that figure by 360
and multiplying the quotient by the market value of the obligation (including
actual accrued interest as referred to above) to determine the interest income
on the obligation for each day of the subsequent month that the obligation is in
the Fund's portfolio (assuming a month of 30 days) and (3) computing the total
of the interest earned on all debt obligations and all dividends accrued on all
equity securities during the 30-day or one month period. In computing dividends
accrued, dividend income is recognized by accruing 1/360 of the stated dividend
rate of a security each day that the security is in the Fund's portfolio. For
purposes of "b" above, Rule 12b-1 expenses are included among the expenses
accrued for the period. Undeclared earned income, computed in accordance with
generally accepted accounting principles, may be subtracted from the maximum
offering price calculation required pursuant to "d" above.

Any quotation of performance stated in terms of yield will be
given no greater prominence than the information prescribed under the SEC's
rules. In addition, all advertisements containing performance data of any kind
will include a legend disclosing that such performance data represents past
performance and that the investment return and principal value of an investment
will

928255.2
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<PAGE>

fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.

Calculated pursuant to the SEC's formula and assuming an
ending redeemable value of an initial $1,000 investment, the Tocqueville Fund's
total return for the 1 year, 3 year, 5 year and 10 year periods ended October
31, 1999 was 8.1%, 11.5%, 14.6% and 13.1%, respectively; and the total return
for the Small Cap Fund for the 1 year, 3 year, 5 year and since inception
periods ended October 31, 1999 was 20.1%, 12.2%, 15.1% and 14.8%, respectively;
the total return for the International Fund for the 1 year, 3 year, 5 year and
since inception periods ended October 31, 1999 was 34.6%, (2.4)%, 3.1% and 3.0%,
respectively; and the total return for the Gold Fund for the 1 year and since
inception periods ended October 31, 1999 was 15.7% and 17.8%, respectively.

GENERAL INFORMATION

Organization And Description Of Shares Of the Trust
- ---------------------------------------------------

The Trust was organized as a Massachusetts business trust
under the laws of The Commonwealth of Massachusetts. The Trust's Declaration of
Trust filed September 17, 1986, permits the Trustees to issue an unlimited
number of shares of beneficial interest with a par value of $0.01 per share in
the Trust in an unlimited number of series of shares. The Trust consists of four
series, The Tocqueville Fund, The Tocqueville Small Cap Value Fund, The
Tocqueville International Value Fund and The Tocqueville Gold Fund. On August
19, 1991, the Declaration of Trust was amended to change the name of the Trust
to "The Tocqueville Trust," and on August 4, 1995, the Declaration of Trust was
amended to permit the division of a series into classes of shares. Each share of
beneficial interest has one vote and shares equally in dividends and
distributions when and if declared by a Fund and in the Fund's net assets upon
liquidation. All shares, when issued, are fully paid and nonassessable. There
are no preemptive, conversion or exchange rights. Fund shares do not have
cumulative voting rights and, as such, holders of at least 50% of the shares
voting for Trustees can elect all Trustees and the remaining shareholders would
not be able to elect any Trustees. The Board of Trustees may classify or
reclassify any unissued shares of the Trust into shares of any series by setting
or changing in any one or more respects, from time to time, prior to the
issuance of such shares, the preference, conversion or other rights, voting
powers, restrictions, limitations as to dividends, or qualifications of such
shares. Any such classification or reclassification will comply with the
provisions of the 1940 Act. Shareholders of each series as created will vote as
a series to change, among other things, a fundamental policy of each Fund and to
approve the Investment Advisory Agreement and Distribution Plan.

The Trust is not required to hold annual meetings of
shareholders but will hold special meetings of shareholders when, in the
judgment of the Trustees, it is necessary or desirable to submit matters for a
shareholder vote. Shareholders have, under certain circumstances, the right to
communicate with other shareholders in connection with requesting a meeting of
shareholders for the purpose of removing one or more Trustees. Shareholders also
have, in certain circumstances, the right to remove one or more Trustees without
a meeting. No material amendment may be made to the Trust's Declaration of Trust
without the affirmative vote of the holders of a majority of the outstanding
shares of each series affected by the amendment.

928255.2
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<PAGE>

Under Massachusetts law, shareholders of a Massachusetts
business trust may, under certain circumstances, be held personally liable as
partners for its obligations. However, the Trust's Declaration of Trust contains
an express disclaimer of shareholder liability for acts or obligations of the
Trust and provides for indemnification and reimbursement of expenses out of the
Trust property for any shareholder held personally liable for the obligations of
the Trust. The Trust's Declaration of Trust further provides that obligations of
the Trust are not binding upon the Trustees individually but only upon the
property of the Trust and that the Trustees will not be liable for any action or
failure to act, errors of judgment or mistakes of fact or law, but nothing in
the Declaration of Trust protects a Trustee against any liability to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

Code of Ethics
- --------------

The Trust and the Investment Advisor have adopted a Code of
Ethics (the "Code") under Rule 17j-1 of the 1940 Act which restricts the
personal securities transactions of the Investment Advisor's employees. Its
primary purpose is to ensure that personal trading by such employees does not
disadvantage the Fund. Such persons are required to preclear all security
transactions with the Trust's Compliance Officer or his designee and to report
all transactions on a regular basis. The Compliance Officer or designee has the
responsibility for interpreting the provisions of the Code, for adopting and
implementing Procedures for the enforcement of the provisions of the Code, and
for determining whether a violation has occurred. In the event of a finding that
a violation has occurred, the Compliance officer or designee shall take
appropriate action. The Trust and the Investment Advisor have developed
procedures for administration of the Code.

REPORTS

Shareholders receive reports at least semi-annually showing
each Fund's holdings and other information. In addition, shareholders receive
financial statements examined by the Trust's independent accountants.

FINANCIAL STATEMENTS

The Financial Statements for each Fund for the fiscal year
ended October 31, 1999 are incorporated by reference from the Annual Report to
Shareholders dated October 31, 1999.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Battle Fowler LLP, 75 East 55th Street, New York, N.Y. 10022, is
counsel for the Trust. PricewaterhouseCoopers LLP, 1177 Avenue of the Americas,
New York, N.Y. 10036, has been appointed independent accountants for the Trust.

928255.2
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<PAGE>

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to The Tocqueville Trust c/o
Firstar Mutual Fund Services, LLC, 615 East Michigan Street, Milwaukee,
Wisconsin 53202, Attention: [name of Fund], or may be made by calling 1-
800-697-3863.

928255.2
31