CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
..............................The Tocqueville Trust.............................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
..........................................................................
2) Aggregate number of securities to which transaction applies:
..........................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11-(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.......................................................................
2) Form, Schedule or Registration Statement No.:
.....................................................
3) Filing Party:
.....................................................
4) Date Filed:
.....................................................
913012.1
<PAGE>
- --------------------------------------------------------------------------------
THE TOCQUEVILLE TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
March 24, 2000
- --------------------------------------------------------------------------------
1675 Broadway
New York, New York 10019
(212) 698-0800
A Special Meeting of Shareholders of The Tocqueville Fund (the "Tocqueville
Fund"), The Tocqueville Small Cap Value Fund (the "Small Cap Value Fund"), The
Tocqueville International Value Fund (the "International Value Fund") and The
Tocqueville Gold Fund (the "Gold Fund") (referred to collectively as the
"Funds") series of The Tocqueville Trust (the "Trust") will be held at 9:00 a.m.
on March 24, 2000 at the offices of the Trust at 1675 Broadway, New York, New
York for the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated March 8, 2000.
1. To approve an amendment to the maximum fee payable under the Investment
Advisory Agreements for the Tocqueville Fund, the Small Cap Value Fund and
the International Value Fund;
2. To approve amendments to each Fund's Rule 12b-1 Plan;
3. To elect eight trustees of the Trust, each to hold office until his
successor is duly elected and qualified;
4. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Trust for its fiscal year ending October 31, 2000; and
5. To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on January 31, 2000 are
entitled to notice of, and to vote at, the meeting.
By Order of the Board of Trustees
Francois D. Sicart
Principal Executive Officer
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY BALLOT, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE TRUST OF FURTHER SOLICITATION, WE ASK FOR
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
- --------------------------------------------------------------------------------
904270.9
<PAGE>
PROXY STATEMENT
- --------------------------------------------------------------------------------
INTRODUCTION...................................................................1
PROPOSAL 1. APPROVAL OF AN AMENDMENT TO THE MAXIMUM FEE PAYABLE UNDER THE
INVESTMENT ADVISORY AGREEMENTS FOR THE TOCQUEVILLE FUND, THE
SMALL CAP VALUE FUND AND THE INTERNATIONAL VALUE FUND.............2
INVESTMENT ADVISORY FEE TABLE.....................................3
FEE TABLES........................................................3
PROPOSAL 2. APPROVAL OF AMENDMENTS TO EACH FUND'S RULE 12b-1 PLAN.............6
PROPOSAL 3. ELECTION OF TRUSTEES..............................................7
PROPOSAL 4. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS.............10
INFORMATION REGARDING THE INVESTMENT ADVISOR..................................10
ADMINISTRATIVE SERVICES AGREEMENT....................................11
DISTRIBUTION AND SERVICE PLANS (RULE 12b-1 PLANS)....................11
BROKERAGE ALLOCATION..........................................................12
OTHER MATTERS.................................................................12
EXHIBIT A - INVESTMENT ADVISORY AGREEMENTS
EXHIBIT B - DISTRIBUTION AND SERVICE (RULE 12b-1) PLANS
904270.9
<PAGE>
THE TOCQUEVILLE TRUST
1675 BROADWAY
NEW YORK, NEW YORK 10019
PROXY STATEMENT
INTRODUCTION
This statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Tocqueville Trust (the "Trust") on
behalf of The Tocqueville Fund (the "Tocqueville Fund"), The Tocqueville Small
Cap Value Fund (the "Small Cap Value Fund"), The Tocqueville International Value
Fund (the "International Value Fund") and The Tocqueville Gold Fund (the "Gold
Fund"), for use at a Special Meeting of Shareholders to be held at the offices
of the Trust at 1675 Broadway, New York, New York on March 24, 2000 at 9:00 a.m.
Such solicitation will be made primarily by the mailing of this statement and
the materials accompanying it. Supplemental solicitations may be made by mail,
telephone, or personal interviews by officers and representatives of the Trust.
The expenses in connection with preparing and mailing this statement and the
material accompanying it will be borne by Tocqueville Asset Management L.P. (the
"Investment Advisor"). This Proxy Statement and the accompanying Proxy are first
being sent to shareholders on or about March 8, 2000. The Trust's most recent
annual and semi-annual reports are available upon request without charge by
calling 800-697-3836.
The outstanding voting shares of beneficial interest (the "shares") of
the Trust as of the close of business on January 31, 2000 consisted of
3,379,578.206 shares of the Tocqueville Fund; 2,104,324.913 shares of the Small
Cap Value Fund; 9,559,220.985 shares of the International Value Fund; and
1,598,366.613 shares of the Gold Fund, each whole share being entitled to one
vote and each fraction of a share being entitled to a proportionate fraction of
a vote. Only shareholders of record at the close of business on January 31, 2000
are entitled to vote at the meeting. Any shareholder may revoke his proxy at any
time prior to its exercise by a written notification of such revocation, which
must be signed, include the shareholder's name and account number, be addressed
to the Secretary of the Trust at its principal executive office, 1675 Broadway,
New York, New York 10019, and be received prior to the meeting to be effective,
or by signing another proxy of a later date, or by personally casting his vote
at the meeting of shareholders.
The Special Meeting of Shareholders is being called for the following
purposes:
The following proposal applies only to the Tocqueville Fund, the Small
Cap Value Fund and the International Value Fund:
(1) to approve an amendment to the maximum fee payable under the
Investment Advisory Agreements.
With respect to each of the Funds:
(2) to approve amendments to each Fund's Rule 12b-1 Plan; (3) to
elect eight Trustees; and (4) to ratify the selection of
PricewaterhouseCoopers LLP as independent accountants of the
Trust for its fiscal year ending October 31, 2000.
The following chart summarizes which proposals will be considered by
each Fund:
Proposal
FUND 1 2 3 4
Tocqueville Fund X X X X
Small Cap Value Fund X X X X
International Value Fund X X X X
Gold Fund X X X
904270.9
1
<PAGE>
A majority of the outstanding shares of each effected Fund,
represented in person or by proxy, shall be required to constitute a quorum at
the meeting for purposes of Proposals 1 and 2. A majority of the outstanding
shares of the Trust, represented in person or by proxy, shall be required to
constitute a quorum at the meeting for purposes of Proposals 3 and 4.
Any signed proxy will be voted in favor of the proposals unless a
choice is indicated to vote against or to abstain from voting on that proposal.
An abstention on any proposal will have the same legal effect as a vote against
such proposal.
If a quorum is not present at the meeting, or if a quorum is present
but sufficient votes to approve any of the proposals are not received, the
persons named as proxies may propose one or more adjournments of the meeting to
permit further solicitation of proxies. In determining whether to adjourn the
meeting, the following factors may be considered: the nature of the proposals
that are the subject of the meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those shares represented at the meeting in person or by
proxy. A shareholder vote may be taken on one or more of the proposals in this
proxy statement prior to any adjournment if sufficient votes have been received
for approval. For purposes of determining the presence of a quorum and counting
votes on the matters presented, shares represented by abstentions and "broker
non-votes" will be counted as present, but not as votes cast, at the meeting.
As of January 31, 2000, Tocqueville Asset Management L.P. beneficially
owned shares of each Fund as follows:
Fund % of Fund
- -------------- ---------
Tocqueville Fund 48.2%
Small Cap Value Fund 58.6%
International Value Fund 91.7%
Gold Fund 85.5%
PROPOSAL 1. APPROVAL OF AN AMENDMENT TO THE MAXIMUM FEE PAYABLE UNDER THE
INVESTMENT ADVISORY AGREEMENTS FOR THE TOCQUEVILLE FUND, THE
SMALL CAP VALUE FUND AND THE INTERNATIONAL VALUE FUND
The Board of Trustees of the Trust unanimously recommends that the
shareholders of the Tocqueville Fund, the Small Cap Value Fund and the
International Value Fund vote to approve an amendment to the fee breakpoints of
the respective Fund's Investment Advisory Agreement, thereby increasing the
maximum advisory fees payable by each Fund (though not increasing the maximum
fee rate for each Fund). The Investment Advisory Agreements for the Tocqueville
Fund and the Small Cap Value Fund currently provide for advisory fees,
calculated daily and payable monthly, at an annual rate of .75% on the first
$100 million of the average daily net assets of each Fund, .70% of average daily
net assets in excess of $100 million but not exceeding $500 million, and .65% of
average daily net assets in excess of $500 million. The proposed fee breakpoints
are: .75% on the first $500 million of average daily net assets of each Fund,
and .65% of average daily net assets in excess of $500 million.
The Investment Advisory Agreement for the International Value Fund
currently provides for advisory fees, calculated daily and payable monthly, at
an annual rate of 1.00% on the first $50 million of the average daily net assets
of the Fund, .75% of average daily net assets in excess of $50 million but not
exceeding $100 million, and .65% of the average daily net assets in excess of
$100 million. The proposed fee breakpoints are: 1.00% on the first $500 million
of average daily net assets of the Fund; .75% of assets in excess of $500
million but not exceeding $1 billion; and .65% of average daily net assets in
excess of $1 billion.
904270.9
2
<PAGE>
At a special meeting of the Board of Trustees held on December 14,
1999, the Trustees, including each of the Trustees present at the meeting who is
not an "interested person" of the Trust within the meaning of the 1940 Act (the
"Disinterested Trustees") considered and unanimously approved, subject to
approval by shareholders, the proposed change to the fee breakpoints, and an
increase in the maximum advisory fees payable by the affected Funds and
recommend that it be approved by shareholders. The Trustees considered, among
other things, the level of advisory services rendered to each of the Funds by
the Investment Advisor, the reasons for setting the advisory fees at their
current levels at the time that the Funds were initially organized, and the
current level of advisory fees payable by the Funds in comparison with other
comparable funds.
After due consideration, the Disinterested Trustees determined that
the proposed change to the fee breakpoints, resulting in an increase in the
maximum advisory fees payable was appropriate and reasonable under the
circumstances.
The Increase in the Maximum Fees Payable. The advisory fees paid by
the Tocqueville Fund and the Small Cap Value Fund during the fiscal year ended
October 31, 1999 would not have been different had the proposed fee breakpoints
been in place. The following table sets forth for the International Value Fund
(i) the aggregate amount of the Investment Advisor's fee paid by the Fund at the
end of the last fiscal year; (ii) the aggregate amount that the Investment
Advisor would have received from the Fund had the proposed fee breakpoints been
in effect during the last fiscal year; and (iii) the difference between the
aggregate amounts stated in (i) and (ii) above, as a percentage of the amount
stated in response to (i) above.
COMPARATIVE INVESTMENT ADVISORY FEE TABLE
<TABLE>
<CAPTION>
(i) (ii) (iii)
<S> <C> <C> <C>
Aggregate amount of Aggregate amount of Difference between
Investment Advisor's Investment Advisor's (i) and (ii), as a
fee for year ended fee had increased fee percentage of (i)
10/31/99 been in effect for year
ended 10/31/99
International Value Fund $787,330 $885,910 11.1%
</TABLE>
FEE TABLES
The fees and expenses for the fiscal year ended October 31, 1999 for
the Tocqueville Fund, the Small Cap Value Fund and the Gold Fund would not have
been different had the proposed fee breakpoints and the change to the Rule 12b-1
Plans been in place. The following table describes (i) the actual fees and
expenses of the International Value Fund for the fiscal year ended October 31,
1999, and (ii) the fees and expenses of the Fund if the proposed fee breakpoints
described in Proposal 1 and the change to the Rule 12b-1 Plan described in
Proposal 2 had been in place during the fiscal year ended October 31, 1999.
904270.9
3
<PAGE>
Actual Fees and Expenses as of October 31, 1999
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold
shares of the International Value Fund:
International
Value Fund
Shareholder Fees (fees paid directly from
your investment):
Maximum Sales Charge (Load) Imposed on
Purchases (as % of offering Price)............... 4.00%
Maximum Deferred Sales Charge (Load)............. None
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends/Distributions............... None
Redemption Fee................................... 1.50%*
Exchange Fee..................................... **
Annual Fund Operating Expenses
(expenses that are deducted from Fund
assets):
Advisory Fee..................................... 0.88%
Rule 12b-1 Fee (1)............................... 0.25%
Other Expenses................................... 0.54%
------
Total Annual Fund Operating Expenses............. 1.67%
- -----------------
(1) Under the Fund's Distribution Plan, the Advisor is permitted to carry
forward expenses not reimbursed by the distribution fee to subsequent
fiscal years for submission by the Fund for payment, subject to the
continuation of the Plan. These amounts are not recognized in the
Fund's financial statements as expenses and liabilities, since the
Distribution Plan can be terminated on an annual basis without further
liability to the Fund. The Rule 12b-1 fee may represent the equivalent
of an annual asset-based sales charge to an investor. As a result of
12b-1 fees, a long-term shareholder in the Fund 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.
* A redemption fee is charged 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:
o you invest $10,000 in the Fund for the time periods indicated;
o your investment has a 5% return each year; and
o the Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, under these assumptions, your
costs would be:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
International Value Fund $563 $905 $1,271 $2,297
904270.9
4
<PAGE>
Pro Forma Fees and Expenses
International
Value Fund
Shareholder Fees (fees paid directly from
your investment):
Maximum Sales Charge (Load) Imposed on
Purchases (as % of offering Price)............... 4.00%
Maximum Deferred Sales Charge (Load)............. None
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends/Distributions............... None
Redemption Fee................................... 1.50%*
Exchange Fee..................................... **
Annual Fund Operating Expenses
(expenses that are deducted from Fund
assets):
Advisory Fee..................................... 1.00%
Rule 12b-1 Fee(1)................................ 0.25%
Other Expenses................................... 0.54%
-----
Total Annual Fund Operating Expenses............. 1.79%
- ------------------------
(1) The Rule 12b-1 fee may represent the equivalent of an annual
asset-based sales charge to an investor. As a result of 12b-1 fees, a
long-term shareholder in the Fund 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.
* A redemption fee is charged 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.
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:
o you invest $10,000 in the Fund for the time periods indicated;
o your investment has a 5% return each year; and
o the Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, under these assumptions, your
costs would be:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
International Value Fund $575 $941 $1,331 $2,421
904270.9
5
<PAGE>
Trustees' Recommendation. The Trustees unanimously recommend that
shareholders approve the proposed fee breakpoints which, as stated above, will
include an increase to the maximum fee payable. Copies of each Agreement are
found under Exhibit A.
The favorable vote of a majority of the outstanding voting securities,
as defined in the Investment Company Act of 1940, as amended (the "1940 Act"),
of a Fund is required for the approval of this proposal. The vote of (1) the
holders of a majority (as so defined) of outstanding voting securities means the
vote of the holders of 67% or more of the shares of that Fund represented at the
Meeting, if more than 50% of the shares of that Fund are represented at the
Meeting, or (2) more than 50% of the outstanding shares of the Fund, whichever
is less.
The Trustees unanimously recommend that shareholders of each of the
Tocqueville, Small Cap Value and International Value Funds vote in favor of
Proposal 1.
PROPOSAL 2. APPROVAL OF AMENDMENTS TO EACH FUND'S RULE 12b-1 PLAN
The Board of Trustees unanimously recommends that the shareholders of
each Fund vote to approve changing the Fund's Plans for Payment of Certain
Expenses for Distribution or Shareholder Servicing Assistance of Class A Shares
(each, a "Rule 12b-1 Plan") from "reimbursement" plans to "compensation" plans.
Currently, each Fund's Rule 12b-1 Plan provides that a Fund may, either directly
or through the Investment Advisor, make payments to (i) broker/dealers and other
organizations which have entered into either a selected dealer agreement or
shareholder processing and service agreements with the Trust, the Investment
Advisor or the Funds' distributor and (ii) for expenses associated with the
distribution of Fund shares, including the compensation of the sales personnel
of the Funds' distributor. Such payments, which may be for expenses associated
with distribution of Fund shares or servicing shareholder accounts, may not
exceed 0.25% of the average daily net asset value attributable to shares of a
Fund on an annual basis. Payments are made for expenses actually incurred on a
first-in, first-out basis. Unreimbursed amounts may be recovered through future
payments under a Rule 12b-1 Plan up to a maximum of .25% per annum.
During the fiscal year ended October 31, 1999, each Fund paid (1) fees
actually incurred during the fiscal year and (2) unreimbursed fees from prior
fiscal years as follows:
Actual Fees Paid Unreimbursed Fees Paid
Tocqueville Fund $113,018 (0.19%) $38,568 (0.06%)
Small Cap Value Fund $ 42,098 (0.17%) $18,817 (0.08%)
International Value Fund $132,107 (0.14%) $89,044 (0.11%)
Gold Fund $ 28,185 (0.25%) $ 0 (0.00%)
For the fiscal year ended October 31, 1999, the following amounts were
paid to Tocqueville Securities, L.P.: the Tocqueville Fund: $131,335; the Small
Cap Value Fund: $51,351; the International Value Fund: $204,556; and the Gold
Fund: $20,534. The aggregate amounts the Funds would have paid had the new fee
been in effect during the last fiscal year are: the Tocqueville Fund: $151,586;
the Small Cap Value Fund: $60,915; the International Value Fund: $221,151; and
the Gold Fund: $29,185.
The Board of Trustees unanimously approved changing the Rule 12b-1
Plans to "compensation" plans, whereby each Fund would pay distribution and
service fees, as described above, at the annual rate of .25% of its average
daily net assets. In arriving at the recommendation to change the plans from
"reimbursement" plans to "compensation" plans, the Trustees reviewed information
about Rule 12b-1 fees paid and reimbursed by the Funds and considered, among
other things, the nature, quality and scope of services provided under the Rule
12b-1 Plans and related agreements and the difficulty of accounting for the
carryforwards and reimbursements. The Trustees also considered the possibility
that an increased level of distribution services may potentially result in an
increase in assets for the Funds and corresponding economies of scale. Copies of
the Rule 12b-1 Plans are found under Exhibit B.
904270.9
6
<PAGE>
Trustees' Recommendation. The Trustees unanimously recommend that
shareholders approve the change to the Rule 12b-1 Plans on behalf of each Fund.
The favorable vote of a majority of the outstanding voting securities,
as defined in the 1940 Act of a Fund is required for the approval of this
proposal. The vote of the holders of a majority (as so defined) of outstanding
voting securities means the vote of (1) the holders of 67% or more of the shares
of that Fund represented at the Meeting, if more than 50% of the shares of that
Fund are represented at the Meeting, or (2) more than 50% of the outstanding
shares of the Fund, whichever is less.
The Trustees unanimously recommend that shareholders of each Fund vote
in favor of Proposal 2.
PROPOSAL 3. ELECTION OF TRUSTEES
At the meeting, eight Trustees are to be elected, each to hold office
until his successor has been elected and has qualified. Each of the Trustees,
other than Lucille G. Bono, Larry M. Senderhauf and Guy A. Main, were elected to
the Board by shareholders in July, 1995. Ms. Bono and Mr. Senderhauf were
elected to the Board and to the Audit and Nominating Committees by the Board of
Trustees at its March, 1998 meeting. Mr. Main was elected by the Board of
Trustees at its December 14, 1999 Board meeting, such election to be effective
upon approval by shareholders. All such persons have consented to be named in
this Proxy Statement and to serve as Trustees of the Trust if elected. The Board
of Trustees, which met four times during the Fund's fiscal year ended October
31, 1999, has no compensation committee. Each Trustee, except for Mr.
Letaconnoux, attended at least 75% of the board meetings held. The Board has an
Audit Committee, currently comprised of Ms. Bono, Mr. Senderhauf, James B.
Flaherty and Inge Heckel, who are Disinterested Trustees. The Audit Committee
meets at least annually to review the Fund's financial statements with the
independent accountants and to report on its findings to the Board of Trustees.
The Audit Committee met twice during the fiscal year ended October 31, 1999. In
addition, in accordance with the provisions of Rule 12b-1 under the 1940 Act,
the Board has a Nominating Committee comprised of Ms. Bono, Mr. Senderhauf,
James B. Flaherty and Inge Heckel, to whose discretion the selection and
nomination of the Disinterested Trustees is committed. The Nominating Committee
currently does not consider nominees recommended by shareholders.
The following is a list of the members of the Board of Trustees, any
other positions each may now hold with the Fund, the principal occupation of
each Trustee during the past five years and the nature, amount and percentage of
shares held by each in the Fund. The address of each Trustee and officer of the
Trust is 1675 Broadway, New York, New York 10019.
<TABLE>
<CAPTION>
Principal Occupation
Name and Age During Preceding Five Years
- ------------ ---------------------------
<S> <C>
Francois D. Sicart* Chairman, Principal Executive Officer and Trustee since 1987. Chief
56 (Age) Executive Officer and Director, Tocqueville Management Corporation, the
General Partner of Tocqueville Asset Management L.P. and Tocqueville
Securities L.P. 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 since 1987. President and Partner, Troutbeck Conference Center
62 (Age) 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
- --------
* Such person is an "interested person" of the Fund within the meaning of Section 2(a) (19) of the 1940 Act.
904270.9
7
<PAGE>
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 since 1987. Management Consultant, 1988 to present; President,
60 (Age) 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 W. Kleinschmidt* President, Principal Operating Officer, Principal Financial Officer,
50 (Age) Treasurer and Trustee since 1991; President and Director of Tocqueville
Management Corporation, the General Partner of Tocqueville Asset
Management L.P. and Tocqueville Securities L.P. from July, 1991 to
present; Partner, David J. Greene & Co., May, 1978 to July, 1991.
Assistant Vice President, Irving Trust Co., July, 1976 to May, 1978.
Francois Letaconnoux Trustee since 1990. President, Lepercq de Neuflize & Co. from July, 1993
49 (Age) 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 since 1998. Financial services consultant, 1997 to present;
60 (Age) 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.,
December 1985 to January 1990; operations and administration staff,
Tucker Anthony Inc. (and predecessors), April 1954 to January 1990.
Larry M. Senderhauf Trustee since 1998. President, LMS 33 Corp., 1983 to present; Vice
49 (Age) 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 Chairman, Condor Insurance Company, September 1986 to present;
63 (Age) 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.
Officers of the Funds receive no direct remuneration in such capacity
from the Funds, but the Funds reimburse the Investment Advisor for certain state
registration fees and expenses. Officers and Trustees of the Funds who are
officers of the Investment Advisor or its affiliates may be considered to have
received remuneration indirectly by the fact that the Investment Advisor
receives advisory fees.
- --------
* Such person is an "interested person" of the Fund within the meaning of Section 2(a) (19) of the 1940 Act.
</TABLE>
904270.9
8
<PAGE>
As of January 31, 2000, the following Trustees beneficially owned
shares of the Funds as indicated:
Francois D. Sicart
Tocqueville Fund 1,812.350 shares 0.05%
Small Cap Value Fund 28,385.027 shares 1.35%
International Value Fund 50,770.755 shares 0.53%
Gold Fund 13,000.386 shares 0.81%
Robert W. Kleinschmidt
Tocqueville Fund 84,455.083 shares 2.50%
Small Cap Value Fund 8,314.346 shares 0.40%
International Value Fund 6,469.935 shares 0.07%
Gold Fund 2,382.844 shares 0.15%
Francois Letaconnoux
Tocqueville Fund 17,740.540 shares 0.10%
Lucille G. Bono
International Value Fund 248.658 shares 0.01%
Gold Fund 300.023 shares 0.02%
Larry M. Senderhauf
Tocqueville Fund 29,778.346 shares 0.88%
Small Cap Value Fund 6,488.177 shares 0.31%
Gold Fund 4,518.219 shares 0.28%
Guy A. Main
Tocqueville Fund 10,170.418 shares 0.30%
International Fund 14,216.233 shares 0.15%
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 Value 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.
904270.9
9
<PAGE>
The table below illustrates the compensation paid to each Trustee for
the Trust's most recently completed fiscal year:
<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Benefits from Fund and
Aggregate Accrued as Estimated Annual Fund Complex
Name of Person, Compensation Part of Fund Benefits Upon Paid to
Position from Fund Expenses Retirement Trustees
--------- ----------- --------- ------------ --------
<S> <C> <C> <C> <C>
Francois D. 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 W. Kleinschmidt
$0 $0 $0 $0
Francois Letaconnoux $5,000 $0 $0 $5,000
Larry M. Senderhauf $5,500 $0 $0 $5,500
- ------------
* Mr. Combemale resigned as a Trustee on December 14, 1999.
</TABLE>
Trustees' Recommendation. The Trustees unanimously recommend that
shareholders elect each Trustee. The election of each Trustee requires the
approval of a plurality of the shares voted at the meeting in person or by
proxy.
The Trustees unanimously recommend that shareholders of each Fund vote
in favor of Proposal 3.
PROPOSAL 4. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Trustees recommends that the shareholders ratify the
selection of PricewaterhouseCoopers LLP, independent public accountants, to
audit the accounts of the Trust for the fiscal year ending October 31, 2000.
PricewaterhouseCoopers LLP performed the audit for the Trust's fiscal year ended
October 31, 1999. The accounting firm of McGladrey & Pullen LLP had audited the
accounts of the Trust since 1993. Effective September 9, 1999, McGladrey &
Pullen LLP resigned as the Trust's independent accountants because its
Investment Company Group had joined PricewaterhouseCoopers LLP. At that time,
PricewaterhouseCoopers LLP was recommended to the Board by the Audit Committee
and appointed as independent accountants by the Board of Trustees.
A representative of PricewaterhouseCoopers LLP is not expected to be
present at the shareholders' meeting. If the shareholders do not ratify the
Board's recommendation, the Board will submit another proposal to the
shareholders with a recommendation for independent public accountants.
Trustees' Recommendation. The Trustees unanimously recommend that
shareholders ratify the selection of Independent Accountants. Such ratification
requires the approval of a majority present at the meeting in person or by
proxy.
The Trustees unanimously recommend that shareholders of each Fund vote
in favor of Proposal 4.
INFORMATION REGARDING THE INVESTMENT ADVISOR
Tocqueville Asset Management L.P., 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
904270.9
10
<PAGE>
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 also advises pension trusts and other types of retirement
accounts and private clients, etc.
The Investment Advisory Agreements were approved by the Board of
Trustees, including a majority of the Disinterested Trustees, at a meeting
called for that purpose as follows: the Tocqueville Fund: December 14, 1989; the
Small Cap Value Fund and International Value Fund: May 14, 1994; and the Gold
Fund: June 10, 1998. The Investment Advisory Agreements are dated as follows:
the Tocqueville Fund: February 26, 1990; the Tocqueville Small Cap Value and
International Value Funds: June 10, 1994; and the Gold Fund: June 10, 1988. The
agreements were last approved by shareholders as follow: the Tocqueville Fund:
February 26, 1990; the Small Cap Value Fund: July 29, 1994 the International
Value Fund: July 29, 1994; and the Gold Fund: June 10, 1998 (sole shareholder).
The continuance of each Investment Advisory Agreement was approved by the
Trustees at the annual meeting held on September 9, 1999.
Tocqueville Management Corp., 1675 Broadway, New York , New York
10019, is the general partner of the Investment Advisor. Francois Sicart is the
chief executive officer and director of Tocqueville Management Corporation.
Robert Kleinschmidt is the president and director of Tocqueville Management
Corporation.
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.
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 Disinterested Trustees, cast in person at a meeting specifically called
for the purpose of voting on such approval.
ADMINISTRATIVE SERVICES AGREEMENT
The Investment Advisor supervises administration of the Funds pursuant
to an Administrative Services Agreement with each Fund. Under the Administrative
Services Agreement, the Investment Advisor 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 persons
necessary to perform such supervisory, administrative and clerical functions as
are needed to effectively operate the Funds. Those persons, as well as certain
employees and Trustees of the Funds, may be directors, officers or employees of
(and persons providing services to the Funds may include) the Investment Advisor
and its affiliates. For these services and facilities, the Investment Advisor
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.
DISTRIBUTION AND SERVICE PLANS (RULE 12b-1 PLANS)
Each Fund has adopted a distribution and service plan pursuant to Rule
12b-1 of the 1940 Act. The Rule 12b-1 Plans provide that a Fund may incur
distribution and service expenses related to the sale of Fund shares of up to
.25% per annum of such Fund's average daily net assets.
Each Rule 12b-1 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.
904270.9
11
<PAGE>
The Rule 12b-1 Plans were adopted as follows: the Tocqueville Fund:
November 18, 1986; the Small Cap Value Fund and the International Value Fund:
May 24, 1994; and the Gold Fund: June 10, 1998 and continuance of each Rule
12b-1 Plan was most recently approved by the Board of Trustees at its annual
meeting on September 9, 1999. In approving the Rule 12b-1 Plans in accordance
with the requirements of Rule 12b-1 under the 1940 Act, the Trustees (including
the Disinterested Trustees) considered various factors and determined that there
is a reasonable likelihood that each Rule 12b- 1 Plan will benefit its Fund and
its shareholders. Each Rule 12b-1 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 Rule 12b-1 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
Rule 12b-1 Plan and the purposes for which such expenditures were made. The Rule
12b-1 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 Rule 12b-1 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 Rule 12b-1 Plans are in effect, the selection and nomination
of the Disinterested Trustees shall be made by those Disinterested Trustees then
in office.
BROKERAGE ALLOCATION
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 Value
Fund: 1% and $9,431,603, respectively; and the Gold Fund: 27% and $5,221,312,
respectively.
OTHER MATTERS
While the Special Meeting is called to act upon any other business
that may properly come before it, at the date of this proxy statement the only
business which the management intends to present or knows that others will
present is the business mentioned in the Notice of Meeting. If any of the
persons listed above is unavailable for election as a Trustee, an event not now
anticipated, or any other matters properly come before the Special Meeting, and
in all procedural matters at the Special Meeting, it is the intention that the
enclosed proxy shall be voted in accordance with the best judgment of the
attorneys named therein, or their substitutes, present and acting at the Special
Meeting.
As of January 31, 2000 the Investment Advisor, Tocqueville Asset
Management L.P., was believed to possess voting power with respect to 1,630,298
(48.2 %) of the outstanding shares of the Tocqueville Fund, 1,234,010 (58.6%) of
the outstanding shares of the Small Cap Value Fund, 8,771,541 (91.7%) of the
outstanding shares of the International Value Fund and 1,398,999 (85.5 %) of the
outstanding shares of the Gold Fund, in view of which such shares could be
deemed to be beneficially owned by the Investment Advisor, Tocqueville Asset
Management L.P., as of such date. However, the Investment Advisor and its
affiliates have advised the Trust that they intend to vote any shares over which
they have voting power at the Special Meeting (i) in the manner instructed by
the customers for which such shares are held, or (ii) in the event that such
instructions are not received, in the same proportion as the votes cast by other
shareholders (including advisory customers who furnish voting instructions).
As a Massachusetts business trust, the Trust is not required, and does
not intend, to hold regular annual meetings. Shareholders who wish to present
proposals at any future shareholder meeting must present such proposals to the
Board at a reasonable time prior to the solicitation of any shareholder proxy.
By Order of the Board of Trustees
Francois D. Sicart, Principal Executive Officer
March 8, 2000
904270.9
12
<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENTS
904270.9
13
<PAGE>
INVESTMENT ADVISORY AGREEMENT
As Amended March 24, 2000
THIS AGREEMENT is made this 26th day of February, 1990 by and between
The Tocqueville Fund, a Massachusetts business trust (the "Fund") and
Tocqueville Asset Management L.P., a limited partnership (the "Investment
Adviser");
W I T N E S S E T H
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and the rules and regulations promulgated thereunder;
and
WHEREAS, the Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Investment Advisers
Act"), and engages in the business of acting as an investment adviser; and
WHEREAS, the Fund and the Investment Adviser desire to enter into an
agreement to provide for the management of the assets of the Fund on the terms
and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Management. The Investment Adviser shall act as investment adviser
for the Fund and shall, in such capacity, supervise the investment and
reinvestment of the cash, securities or other properties comprising the Fund's
assets, subject at all times to the policies and control of the Fund's Board of
Trustees. The Investment Adviser shall give the Fund the benefit of its best
judgment, efforts and facilities in rendering its services as investment
adviser.
2. Duties of Investment Advisor. In carrying out its obligations under
paragraph 1 hereof, the Investment Adviser shall:
(a) supervise and manage all aspects of the Fund's operations;
(b) provide the Fund or obtain for it, and thereafter supervise, such
executive, administrative, clerical and shareholder servicing services as are
deemed advisable by the Fund's Board of Trustees;
(c) arrange, but not pay for, the periodic updating of prospectuses
and supplements thereto, proxy material, tax returns, reports to the Fund's
shareholders and reports to and filings with the Securities and Exchange
Commission, and state Blue Sky authorities;
(d) provide the Fund with, or obtain for it, adequate office space and
all necessary office equipment and services, including telephone service, heat,
utilities, stationery supplies and similar items for the Fund's principal
office;
(e) provide the Board of Trustees of the Fund on a regular basis with
financial reports and analyses on the Fund's operations and the operations of
comparable investment companies;
(f) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic, foreign or
otherwise, whether affecting the economy generally or the Fund, and whether
concerning the individual issuers whose securities are included in the Fund or
the activities in which they engage, or with respect to securities which the
Investment Adviser considers desirable for inclusion in the Fund;
(g) determine what issuers and securities shall be represented in the
Fund's portfolio and regularly report them to the Board of Trustees;
904270.9
<PAGE>
(h) formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon to the
Board of Trustees; and
(i) take, on behalf of the Fund, all actions which appear to the Fund
necessary to carry into effect such purchase and sale programs and supervisory
functions as aforesaid, including the placing of orders for the purchase and
sale of portfolio securities.
3. Broker-Dealer Relationships. The Investment Adviser is responsible
for decisions to buy and sell securities for the Fund, broker-dealer selection,
and negotiation of brokerage commission rates. The Investment Adviser's primary
consideration in effecting a security transaction will be execution at a price
that is reasonable and fair compared to the commission, fee or other
remuneration received or to be received by other brokers in connection with
comparable transactions including similar securities being purchased or sold on
a securities exchange during a comparable period of time.
In selecting a broker-dealer to execute each particular transaction,
the Investment Adviser will take the following into consideration: the best net
price available; the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the investment performance
of the Fund on a continuing basis. Accordingly, the price to the Fund in any
transaction may be less favorable than that available from another broker-dealer
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 Adviser shall not be deemed to have
acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Fund to pay a broker or
dealer that provides brokerage and research services to the Investment Adviser
for the Fund's use an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Investment Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Investment Adviser's overall responsibilities with respect to the Fund. The
Investment Adviser is further authorized to allocate the orders placed by it on
behalf of the Fund to such brokers and dealers who also provide research or
statistical material, or other services to the Fund or the Investment Adviser
for the Fund's use. Such allocation shall be in such amounts and proportions as
the Investment Adviser shall determine and the Investment Adviser will report on
said allocations regularly to the Board of Trustees of the Fund indicating the
brokers to whom such allocations have been made and the basis therefor.
4. Control by Board of Trustees. Any investment program undertaken by
the Investment Adviser pursuant to this Agreement, as well as any other
activities undertaken by the Investment Adviser on behalf of the Fund pursuant
thereto, shall at all times be subject to any directives of the Board of
Trustees of the Fund.
5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Investment Adviser shall at all times
conform to:
(a) all applicable provisions of the Investment Company Act and the
Investment Advisers Act and any rules and regulations adopted thereunder as
amended; and
(b) the provisions of the Registration Statements of the Fund under
the Securities Act of 1933 and the Investment Company Act; and
(c) the provisions of the Declaration of Trust of the Fund, as
amended; and
(d) the provisions of the By-laws of the Fund, as amended; and
(e) any other applicable provisions of state and federal law.
6. Expenses. The expenses connected with the Fund shall be allocable
between the Fund and the Investment Adviser as follows:
904270.9
2
<PAGE>
(a) The Investment Adviser shall furnish, at its expense and without
cost to the Fund, the services of a President, Secretary and one or more Vice
Presidents of the Fund, to the extent that such additional officers may be
required by the Fund for the proper conduct of its affairs.
(b) The Investment Adviser shall further maintain, at its expense and
without costs to the Fund, a trading function in order to carry out its
obligations under subparagraph (i) of paragraph 2 hereof to place orders for the
purchase and sale of portfolio securities for the Fund.
(c) Nothing in subparagraph (a) hereof shall be construed to require
the Investment Adviser to bear:
(i) any of the costs (including applicable office space,
facilities and equipment) of the services of a principal financial
officer of the Fund whose normal duties consist of maintaining the
financial accounts and books and records of the Fund; including the
reviewing of calculations of net asset value and preparing tax returns;
or
(ii) any of the costs (including applicable office space,
facilities and equipment) of the services of any of the personnel
operating under the direction of such principal financial officer.
Notwithstanding the obligation of the Fund to bear the expense of the
functions referred to in clauses (i) and (ii) of this subparagraph (c),
the Investment Adviser may pay the salaries, including any applicable
employment or payroll taxes and other salary costs, of the principal
financial officer and other personnel carrying out such functions and
the Fund shall reimburse the Investment Adviser therefor upon proper
accounting.
(d) All of the ordinary business expenses incurred in the operations
of the Fund and the offering of its shares shall be borne by the Fund unless
specifically provided otherwise in this paragraph 6. These expenses include but
are not limited to brokerage commissions, legal, auditing, taxes or governmental
fees, the cost of preparing share certificates, custodian, depository, transfer
and shareholder service agent costs, expenses of issue, sale, redemption and
repurchase of shares, expenses of registering and qualifying shares for sale,
insurance premiums on property or personnel (including officers and trustees if
available) of the Fund which inure to its benefit, expenses relating to trustee
and shareholder meetings, the cost of preparing and distributing reports and
notices to shareholders, the fees and other expenses incurred by the Fund in
connection with membership in investment company organizations and the cost of
printing copies of prospectuses and statements of additional information
distributed to shareholders.
7. Delegation of Responsibilities. The Investment Adviser may delegate
the performance of certain administrative services for the Fund to Freedom
Capital Management Corp. ("Freedom") pursuant to an administration agreement, or
to one or more administrators approved by the Board of Trustees, but such
delegation will not relieve the Investment Adviser of the duty to supervise the
performance of administrative services hereunder. If the administrative
functions are delegated to Freedom, then the obligations of Freedom shall be
governed by the Administration Agreement between the Investment Adviser and
Freedom dated February 26, 1990. The Investment Adviser shall conduct the Fund's
relations with Freedom and, in connection therewith, shall be responsible for
providing in a timely and accurate fashion all information and data maintained
by the Investment Adviser on behalf of the Fund necessary for Freedom to perform
its obligations under the Administration Agreement.
Upon the request of the Fund's Board of Trustees, the Investment
Adviser may perform services on behalf of the Fund which are not required by
this Agreement. Such services will be performed on behalf of the Fund and the
Investment Adviser's cost in rendering such services may be billed monthly to
the Fund, subject to examination by the Fund's independent accountants. Payment
or assumption by the Investment Adviser of any Fund expense that the Investment
Adviser is not required to pay or assume under this Agreement shall not relieve
the Investment Adviser of any of its obligations to the Fund nor obligate the
Investment Adviser to pay or assume any similar Fund expense on any subsequent
occasion.
8. Compensation. The Fund shall pay the Investment Adviser in full
compensation for services rendered hereunder an annual investment advisory fee,
payable monthly, of .75% of the Fund's average daily net assets on the first
$500 million and .65% of the Fund's average daily net assets in excess of $500
million. The average daily net asset value of the Fund shall be determined in
the manner set forth in the Declaration of Trust and Prospectus of the Fund.
904270.9
3
<PAGE>
9. Expense Limitation. If, for any fiscal year, the total of all
ordinary business expenses of the Fund, including all investment advisory fees
but excluding brokerage commissions and fees, taxes, interest and extraordinary
expenses such as litigation, would exceed the most restrictive expense limits
imposed by any statute or regulatory authority of any jurisdiction in which
shares of the Fund are offered for sale, the investment advisory fee shall be
reduced by the amount of such excess. The amount of any such reduction to be
borne by the Investment Adviser shall be deducted from the monthly investment
advisory fee otherwise payable to the Investment Adviser during such fiscal
year; and if such amount should exceed such monthly fee, the Investment Adviser
agrees to pay to the Fund such excess expenses no later than the last day of the
first month of the next succeeding fiscal year. For the purposes of this
paragraph, the term "fiscal year" shall exclude the portion of the current
fiscal year which shall have elapsed prior to the date hereof and shall include
the portion of the then current fiscal year which shall have elapsed at the date
of termination of this Agreement.
10. Non-Exclusivity. The services of the Investment Adviser to the
Fund are not to be deemed to be exclusive, and the Investment Adviser shall be
free to render investment advisory and corporate administrative or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers or Partners of the
Investment Adviser may serve as officers or trustees of the Fund, and that
officers or trustees of the Fund may serve as officers or partners of the
Investment Adviser to the extent permitted by law; and that the officers and
partners of the Investment Adviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers or partners of any other firm or corporation,
including other investment companies.
11. Term and Approval. This Agreement shall become effective at the
close of business on the date hereof and shall remain in force and effect for
two years and thereafter from year to year, provided that such continuance is
specifically approved at least annually:
(a) (i) voting securities (as defined in Section 2(a) (42) of the
Investment Company Act); and
(b) by the affirmative vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of a party to this Agreement
(other than as Fund trustees), by votes cast in person at a meeting specifically
called for such purpose.
12. Termination. This Agreement may be terminated at any time, without
the payment of any penalty, by vote of the Fund's Board of Trustees or by vote
of a majority of the Fund's outstanding voting securities, or by the Investment
Adviser, on sixty (60) days' written notice to the other party. The Notice
provided for herein may be waived by either party. This Agreement shall
automatically terminate in the event of its assignment, the term "assignment"
for the purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.
13. Liability of Investment Adviser and Indemnification. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Investment
Adviser or any of its officers, trustees or employees, it shall not be subject
to liability to the Fund or to any shareholder of the Fund for any omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.
14. Liability of Trustees and Shareholders. A copy of the Agreement
and Declaration of Trust of the Fund is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the trustees of the Fund as trustees and not
individually and that the obligations of this instrument are not binding upon
any of the trustees or shareholders individually but are binding only upon the
assets and property of the Fund.
15. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Fund and
that of the Investment Adviser shall be 1675 Broadway, New York, New York 10019.
904270.9
4
<PAGE>
16. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Investment Company Act shall be resolved by
reference to such term or provision of the Act and to interpretations thereof,
if any, by the United States Courts or in the absence of any controlling
decision of any such court, by rules, regulations or orders of the Securities
and Exchange Commission issued pursuant to said Act. In addition, where the
effect of a requirement of the Investment Company Act reflected in any provision
of this Agreement is released by rules, regulation or order of the Securities
and Exchange Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate by their respective officers on the day and year first
above written.
THE TOCQUEVILLE FUND
Attest: By_________________________________
- --------------------------------
TOCQUEVILLE ASSET MANAGEMENT L.P.
Attest: By_________________________________
- --------------------------------
904270.9
5
<PAGE>
INVESTMENT ADVISORY AGREEMENT
As Amended March 24, 2000
THIS AGREEMENT is made this 10th day of June, 1994 by and between THE
TOCQUEVILLE TRUST, a Massachusetts business trust (the "Trust"), on behalf of
its series THE TOCQUEVILLE SMALL CAP VALUE FUND (the "Fund") and TOCQUEVILLE
ASSET MANAGEMENT L.P., a limited partnership (the "Investment Adviser");
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and the rules and regulations
promulgated thereunder; and
WHEREAS, the Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Investment Advisers
Act"), and engages in the business of acting as an investment adviser; and
WHEREAS, the Trust and the Investment Adviser desire to enter into an
agreement to provide for the management of the assets of the Fund on the terms
and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Management. The Investment Adviser shall act as investment adviser
for the Trust and shall, in such capacity, supervise the investment and
reinvestment of the cash, securities or other properties comprising the Trust's
assets, subject at all times to the policies and control of the Trust's Board of
Trustees. The Investment Adviser shall give the Trust the benefit of its best
judgment, efforts and facilities in rendering its services as investment
adviser. The Investment Adviser shall, for all purposes herein, be deemed an
independent contractor and shall have, unless otherwise expressly provided or
authorized, no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
2. Duties of Investment Advisor. In carrying out its obligation under
paragraph 1 hereof, the Investment Adviser shall:
(a) supervise and manage all aspects of the Fund's operations;
(b) provide the Fund or obtain for it, and thereafter supervise, such
executive, administrative, clerical and shareholder servicing services as are
deemed advisable by the Trust's Board of Trustees;
(c) arrange, but not pay for, the periodic updating of prospectuses
and supplements thereto, proxy material, tax returns, reports to the Fund's
shareholders and reports to and filings with the Securities and Exchange
Commission, and state Blue Sky authorities;
(d) provide the Fund with, or obtain for it, adequate office space and
all necessary office equipment and services, including telephone service, heat,
utilities, stationery supplies and similar items for the Fund's principal
office;
(e) provide the Board of Trustees of the Trust on a regular basis with
financial reports and analyses on the Fund's operations and the operations of
comparable investment companies;
(f) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic, foreign or
otherwise, whether affecting the economy generally or the Fund, and whether
concerning the individual issuers whose securities are included in the Fund or
the activities in which they engage, or with respect to securities which the
Investment Adviser considers desirable for inclusion in the Fund;
904270.9
<PAGE>
(g) determine what issuers and securities shall be represented in the
Fund's portfolio and regularly report them to the Board of Trustees of the
Trust;
(h) formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon to the
Board of Trustees of the Trust; and
(i) take, on behalf of the Fund, all actions which appear to the Fund
necessary to carry into effect such purchase and sale programs and supervisory
functions as aforesaid, including the placing of orders for the purchase and
sale of portfolio securities.
3. Broker-Dealer Relationships. The Investment Adviser is responsible
for decisions to buy and sell securities for the Fund, broker-dealer selection,
and negotiation of brokerage commission rates. The Investment Adviser's primary
consideration in effecting a security transaction will be execution at a price
that is reasonable and fair compared to the commission, fee or other
remuneration received or to be received by other brokers in connection with
comparable transactions, including similar securities being purchased or sold on
a securities exchange during a comparable period of time.
In selecting a broker-dealer to execute each particular transaction,
the Investment Adviser will take the following into consideration: the best net
price available; the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the investment performance
of the Fund on a continuing basis. Accordingly, the price to the Fund in any
transaction may be less favorable than that available from another broker-dealer
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 Adviser shall not be deemed to have
acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Fund to pay a broker or
dealer that provides brokerage and research services to the Investment Adviser
for the Fund's use an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Investment Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Investment Adviser's overall responsibilities with respect to the Fund. The
Investment Adviser is further authorized to allocate the orders placed by it on
behalf of the Fund to such brokers and dealers who also provide research or
statistical material, or other services to the Fund or the Investment Adviser
for the Fund's use. Such allocation shall be in such amounts and proportions as
the Investment Adviser shall determine and the Investment Adviser will report on
said allocations regularly to the Board of Trustees of the Trust indicating the
brokers to whom such allocations have been made and the basis therefor.
4. Control by Board of Trustees. Any investment program undertaken by
the Investment Adviser pursuant to this Agreement, as well as any other
activities undertaken by the Investment Adviser on behalf of the Fund pursuant
thereto, shall at all times be subject to any directives of the Board of
Trustees of the Trust.
5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Investment Adviser shall at all times
conform to:
(a) all applicable provisions of the Investment Company Act and the
Investment Advisers Act and any rules and regulations adopted thereunder as
amended; and
(b) the provisions of the Registration Statements of the Fund under
the Securities Act of 1933, as amended, and the Investment Company Act; and
(c) the provisions of the Declaration of Trust of the Trust, as
amended; and
(d) the provisions of the By-laws of the Trust, as amended; and
(e) any other applicable provisions of state and federal law.
904270.9
2
<PAGE>
6. Expenses. The expenses connected with the Fund shall be allocable
between the Fund and the Investment Adviser as follows:
(a) The Investment Adviser shall furnish, at its expense and without
cost to the Trust, the services of a President, Secretary and one or more Vice
Presidents of the Fund, to the extent that such additional officers may be
required by the Fund for the proper conduct of its affairs.
(b) The Investment Adviser shall further maintain, at its expense and
without cost to the Fund, a trading function in order to carry out its
obligations under subparagraph (i) of paragraph 2 hereof to place orders for the
purchase and sale of portfolio securities for the Fund.
(c) Nothing in subparagraph (a) hereof shall be construed to require
the Investment Adviser to bear:
(i) any of the costs (including applicable office
space, facilities and equipment) of the services of a
principal financial officer of the Fund whose normal duties
consist of maintaining the financial accounts and books and
records of the Fund; including the reviewing of calculations
of net asset value and preparing tax returns; or
(ii) any of the costs (including applicable office
space, facilities and equipment) of the services of any of the
personnel operating under the direction of such principal
financial officer. Notwithstanding the obligation of the Fund
to bear the expense of the functions referred to in clauses
(i) and (ii) of this subparagraph (c), the Investment Adviser
may pay the salaries, including any applicable employment or
payroll taxes and other salary costs, of the principal
financial officer and other personnel carrying out such
functions and the Fund shall reimburse the Investment Adviser
therefor upon proper accounting.
(d) All of the ordinary business expenses incurred in the operations
of the Fund and the offering of its shares shall be borne by the Fund unless
specifically provided otherwise in this paragraph 6. These expenses include but
are not limited to brokerage commissions, legal, auditing, taxes or governmental
fees, the cost of preparing share certificates, custodian, depository, transfer
and shareholder service agent costs, expenses of issue, sale, redemption and
repurchase of shares, expenses of registering and qualifying shares for sale,
insurance premiums on property or personnel (including officers and trustees if
available) of the Fund which inure to its benefit, expenses relating to trustee
and shareholder meetings, the cost of preparing and distributing reports and
notices to shareholders, the fees and other expenses incurred by the Fund in
connection with membership in investment company organizations and the cost of
printing copies of prospectuses and statements of additional information
distributed to shareholders.
7. Delegation of Responsibilities. The Investment Adviser may delegate
the performance of certain investment advisory services to Tocqueville Finance
S.A., a company registered as an investment adviser in France, including the
responsibility to provide certain information and research to the Investment
Adviser regarding the foreign securities in which the Fund may invest.
Tocqueville Finance may place portfolio trades in foreign securities for the
Fund which, in accordance with the general securities practices in France, will
result in Tocqueville Finance receiving a portion of the brokerage commissions
paid to certain securities brokers for the foreign securities bought and sold
for the Fund.
The authorization for the Investment Adviser to use the services of
Tocqueville Finance is subject to the Fund receiving best price and execution
for the foreign securities transactions placed with foreign securities brokers
by Tocqueville Finance. Tocqueville Finance is an affiliate of the Investment
Adviser by virtue of the Investment Adviser's ownership of approximately 25% of
the common stock of such corporation. No compensation may be paid the Fund or
the Investment Adviser for the information and research provided by Tocqueville
Finance; however, Tocqueville Finance will, as stated above, retain the portion
of brokerage commissions received from certain securities brokers for
transactions executed in foreign markets.
8. Compensation. The Fund shall pay the Investment Adviser in full
compensation for services rendered hereunder an annual investment advisory fee,
payable monthly, of .75% of the Fund's average daily net assets on the first
$500 million and .65% of the Fund's average daily net assets in excess of $500
million. The average daily net asset value of the Fund shall be determined in
the manner set forth in the Declaration of Trust and Prospectus of the Fund.
904270.9
3
<PAGE>
9. Expense Limitation. If, for any fiscal year, the total of all
ordinary business expenses of the Fund, including all investment advisory fees
but excluding brokerage commissions and fees, taxes, interest and extraordinary
expenses such as litigation, would exceed the most restrictive expense limits
imposed by any statute or regulatory authority of any jurisdiction in which
shares of the Fund are offered for sale, the investment advisory fee shall be
reduced by the amount of such excess. The amount of any such reduction to be
borne by the Investment Adviser shall be deducted from the monthly investment
advisory fee otherwise payable to the Investment Adviser during such fiscal
year; and if such amount should exceed such monthly fee, the Investment Adviser
agrees to pay to the Fund such excess expenses no later than the last day of the
first month of the next succeeding fiscal year. For the purposes of this
paragraph, the term "fiscal year" shall exclude the portion of the current
fiscal year which shall have elapsed prior to the date hereof and shall include
the portion of the then-current fiscal year which shall have elapsed at the date
of termination of this Agreement.
10. Non-Exclusivity. The services of the Investment Adviser to the
Fund are not to be deemed to be exclusive, and the Investment Adviser shall be
free to render investment advisory and corporate administrative or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers or Partners of the
Investment Adviser may serve as officers or trustees of the Trust, and that
officers or trustees of the Trust may serve as officers or partners of the
Investment Adviser to the extent permitted by law; and that the officers and
partners of the Investment Adviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers or partners of any other firm or corporation,
including other investment companies.
11. Term and Approval. This Agreement shall become effective at the
close of business on the date hereof and shall remain in force and effect for
two years and thereafter from year to year, provided that such continuance is
specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of a
majority of the Fund's outstanding voting securities (as defined in Section
2(a)(42) of the Investment Company Act); and
(b) by the affirmative vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of a party to this Agreement
(other than as Trust trustees), by votes cast in person at a meeting
specifically called for such purpose.
12. Termination. This Agreement may be terminated at any time, without
the payment of any penalty, by vote of the Trust's Board of Trustees or by vote
of a majority of the Fund's outstanding voting securities, or by the Investment
Adviser, on sixty (60) days' written notice to the other party. The notice
provided for herein may be waived by either party. This Agreement shall
automatically terminate in the event of its assignment, the term "assignment"
for the purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.
13. Liability of Investment Adviser and Indemnification. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Investment
Adviser or any of its officers, trustees or employees, it shall not be subject
to liability to the Trust or to any shareholder of the Trust for any omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.
14. Liability of Trustees and Shareholders. A copy of the Agreement
and Declaration of Trust of the Trust is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the trustees of the Trust as trustees and not
individually and that the obligations of this instrument are not binding upon
any of the trustees or shareholders individually but are binding only upon the
assets and property of the Fund.
15. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust
and that of the Investment Adviser shall be 1675 Broadway, New York, New York
10019.
904270.9
4
<PAGE>
16. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Investment Company Act shall be resolved by
reference to such term or provision of the Act and to interpretations thereof,
if any, by the United States Courts or in the absence of any controlling
decision of any such court, by rules, regulations or orders of the Securities
and Exchange Commission issued pursuant to said Act. In addition, where the
effect of a requirement of the Investment Company Act reflected in any provision
of this Agreement is released by rules, regulation or order of the Securities
and Exchange Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate by their respective officers on the day and year first
above written.
THE TOCQUEVILLE TRUST, on behalf of The
Tocqueville Small Cap Value Fund
Attest: By: _________________
TOCQUEVILLE ASSET MANAGEMENT L.P.
Attest:
By: _________________
904270.9
5
<PAGE>
INVESTMENT ADVISORY AGREEMENT
As Amended March 24, 2000
THIS AGREEMENT is made this 10th day of June, 1994 by and between THE
TOCQUEVILLE TRUST, a Massachusetts business trust (the "Trust"), on behalf of
its series THE TOCQUEVILLE INTERNATIONAL VALUE FUND (formerly, The Tocqueville
Europe Fund) (the "Fund") and TOCQUEVILLE ASSET MANAGEMENT L.P., a limited
partnership (the "Investment Adviser");
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and the rules and regulations
promulgated thereunder; and
WHEREAS, the Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Investment Advisers
Act"), and engages in the business of acting as an investment adviser; and
WHEREAS, the Trust and the Investment Adviser desire to enter into an
agreement to provide for the management of the assets of the Fund on the terms
and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Management. The Investment Adviser shall act as investment adviser
for the Trust and shall, in such capacity, supervise the investment and
reinvestment of the cash, securities or other properties comprising the Trust's
assets, subject at all times to the policies and control of the Trust's Board of
Trustees. The Investment Adviser shall give the Trust the benefit of its best
judgment, efforts and facilities in rendering its services as investment
adviser. The Investment Adviser shall, for all purposes herein, be deemed an
independent contractor and shall have, unless otherwise expressly provided or
authorized, no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
2. Duties of Investment Advisor. In carrying out its obligation under
paragraph 1 hereof, the Investment Adviser shall:
(a) supervise and manage all aspects of the Fund's operations;
(b) provide the Fund or obtain for it, and thereafter supervise, such
executive, administrative, clerical and shareholder servicing services as are
deemed advisable by the Trust's Board of Trustees;
(c) arrange, but not pay for, the periodic updating of prospectuses
and supplements thereto, proxy material, tax returns, reports to the Fund's
shareholders and reports to and filings with the Securities and Exchange
Commission, and state Blue Sky authorities;
(d) provide the Fund with, or obtain for it, adequate office space and
all necessary office equipment and services, including telephone service, heat,
utilities, stationery supplies and similar items for the Fund's principal
office;
(e) provide the Board of Trustees of the Trust on a regular basis with
financial reports and analyses on the Fund's operations and the operations of
comparable investment companies;
(f) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic, foreign or
otherwise, whether affecting the economy generally or the Fund, and whether
concerning the individual issuers whose securities are included in the Fund or
the activities in which they engage, or with respect to securities which the
Investment Adviser considers desirable for inclusion in the Fund;
904270.9
-6-
<PAGE>
(g) determine what issuers and securities shall be represented in the
Fund's portfolio and regularly report them to the Board of Trustees of the
Trust;
(h) formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon to the
Board of Trustees of the Trust; and
(i) take, on behalf of the Fund, all actions which appear to the Fund
necessary to carry into effect such purchase and sale programs and supervisory
functions as aforesaid, including the placing of orders for the purchase and
sale of portfolio securities.
3. Broker-Dealer Relationships. The Investment Adviser is responsible
for decisions to buy and sell securities for the Fund, broker-dealer selection,
and negotiation of brokerage commission rates. The Investment Adviser's primary
consideration in effecting a security transaction will be execution at a price
that is reasonable and fair compared to the commission, fee or other
remuneration received or to be received by other brokers in connection with
comparable transactions, including similar securities being purchased or sold on
a securities exchange during a comparable period of time.
In selecting a broker-dealer to execute each particular transaction,
the Investment Adviser will take the following into consideration: the best net
price available; the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the investment performance
of the Fund on a continuing basis. Accordingly, the price to the Fund in any
transaction may be less favorable than that available from another broker-dealer
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 Adviser shall not be deemed to have
acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Fund to pay a broker or
dealer that provides brokerage and research services to the Investment Adviser
for the Fund's use an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Investment Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Investment Adviser's overall responsibilities with respect to the Fund. The
Investment Adviser is further authorized to allocate the orders placed by it on
behalf of the Fund to such brokers and dealers who also provide research or
statistical material, or other services to the Fund or the Investment Adviser
for the Fund's use. Such allocation shall be in such amounts and proportions as
the Investment Adviser shall determine and the Investment Adviser will report on
said allocations regularly to the Board of Trustees of the Trust indicating the
brokers to whom such allocations have been made and the basis therefor.
4. Control by Board of Trustees. Any investment program undertaken by
the Investment Adviser pursuant to this Agreement, as well as any other
activities undertaken by the Investment Adviser on behalf of the Fund pursuant
thereto, shall at all times be subject to any directives of the Board of
Trustees of the Trust.
5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Investment Adviser shall at all times
conform to:
(a) all applicable provisions of the Investment Company Act and the
Investment Advisers Act and any rules and regulations adopted thereunder as
amended; and
(b) the provisions of the Registration Statements of the Fund under
the Securities Act of 1933, as amended, and the Investment Company Act; and
(c) the provisions of the Declaration of Trust of the Trust, as
amended; and
(d) the provisions of the By-laws of the Trust, as amended; and
(e) any other applicable provisions of state and federal law.
904270.9
2
<PAGE>
6. Expenses. The expenses connected with the Fund shall be allocable
between the Fund and the Investment Adviser as follows:
(a) The Investment Adviser shall furnish, at its expense and without
cost to the Trust, the services of a President, Secretary and one or more Vice
Presidents of the Fund, to the extent that such additional officers may be
required by the Fund for the proper conduct of its affairs.
(b) The Investment Adviser shall further maintain, at its expense and
without cost to the Fund, a trading function in order to carry out its
obligations under subparagraph (i) of paragraph 2 hereof to place orders for the
purchase and sale of portfolio securities for the Fund.
(c) Nothing in subparagraph (a) hereof shall be construed to require
the Investment Adviser to bear:
(i) any of the costs (including applicable office
space, facilities and equipment) of the services of a
principal financial officer of the Fund whose normal duties
consist of maintaining the financial accounts and books and
records of the Fund; including the reviewing of calculations
of net asset value and preparing tax returns; or
(ii) any of the costs (including applicable office
space, facilities and equipment) of the services of any of the
personnel operating under the direction of such principal
financial officer. Notwithstanding the obligation of the Fund
to bear the expense of the functions referred to in clauses
(i) and (ii) of this subparagraph (c), the Investment Adviser
may pay the salaries, including any applicable employment or
payroll taxes and other salary costs, of the principal
financial officer and other personnel carrying out such
functions and the Fund shall reimburse the Investment Adviser
therefor upon proper accounting.
(d) All of the ordinary business expenses incurred in the operations
of the Fund and the offering of its shares shall be borne by the Fund unless
specifically provided otherwise in this paragraph 6. These expenses include but
are not limited to brokerage commissions, legal, auditing, taxes or governmental
fees, the cost of preparing share certificates, custodian, depository, transfer
and shareholder service agent costs, expenses of issue, sale, redemption and
repurchase of shares, expenses of registering and qualifying shares for sale,
insurance premiums on property or personnel (including officers and trustees if
available) of the Fund which inure to its benefit, expenses relating to trustee
and shareholder meetings, the cost of preparing and distributing reports and
notices to shareholders, the fees and other expenses incurred by the Fund in
connection with membership in investment company organizations and the cost of
printing copies of prospectuses and statements of additional information
distributed to shareholders.
7. Delegation of Responsibilities. The Investment Adviser may delegate
the performance of certain investment advisory services to Tocqueville Finance
S.A., a company registered as an investment adviser in France, including the
responsibility to provide certain information and research to the Investment
Adviser regarding the foreign securities in which the Fund may invest.
Tocqueville Finance may place portfolio trades in foreign securities for the
Fund which, in accordance with the general securities practices in France, will
result in Tocqueville Finance receiving a portion of the brokerage commissions
paid to certain securities brokers for the foreign securities bought and sold
for the Fund.
The authorization for the Investment Adviser to use the services of
Tocqueville Finance is subject to the Fund receiving best price and execution
for the foreign securities transactions placed with foreign securities brokers
by Tocqueville Finance. Tocqueville Finance is an affiliate of the Investment
Adviser by virtue of the Investment Adviser's ownership of approximately 25% of
the common stock of such corporation. No compensation may be paid the Fund or
the Investment Adviser for the information and research provided by Tocqueville
Finance; however, Tocqueville Finance will, as stated above, retain the portion
of brokerage commissions received from certain securities brokers for
transactions executed in foreign markets.
8. Compensation. The Fund shall pay the Investment Adviser in full
compensation for services rendered hereunder an annual investment advisory fee,
payable monthly, of 1.00% of the Fund's average daily net assets on the first
$500 million, .75% of the Fund's average daily net assets in excess of $500
million but not exceeding $1 billion,
904270.9
3
<PAGE>
and .65% of the Fund's average daily net assets in excess of $1 billion. The
average daily net asset value of the Fund shall be determined in the manner set
forth in the Declaration of Trust and Prospectus of the Fund.
9. Expense Limitation. If, for any fiscal year, the total of all
ordinary business expenses of the Fund, including all investment advisory fees
but excluding brokerage commissions and fees, taxes, interest and extraordinary
expenses such as litigation, would exceed the most restrictive expense limits
imposed by any statute or regulatory authority of any jurisdiction in which
shares of the Fund are offered for sale, the investment advisory fee shall be
reduced by the amount of such excess. The amount of any such reduction to be
borne by the Investment Adviser shall be deducted from the monthly investment
advisory fee otherwise payable to the Investment Adviser during such fiscal
year; and if such amount should exceed such monthly fee, the Investment Adviser
agrees to pay to the Fund such excess expenses no later than the last day of the
first month of the next succeeding fiscal year. For the purposes of this
paragraph, the term "fiscal year" shall exclude the portion of the current
fiscal year which shall have elapsed prior to the date hereof and shall include
the portion of the then-current fiscal year which shall have elapsed at the date
of termination of this Agreement.
10. Non-Exclusivity. The services of the Investment Adviser to the
Fund are not to be deemed to be exclusive, and the Investment Adviser shall be
free to render investment advisory and corporate administrative or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers or Partners of the
Investment Adviser may serve as officers or trustees of the Trust, and that
officers or trustees of the Trust may serve as officers or partners of the
Investment Adviser to the extent permitted by law; and that the officers and
partners of the Investment Adviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers or partners of any other firm or corporation,
including other investment companies.
11. Term and Approval. This Agreement shall become effective at the
close of business on the date hereof and shall remain in force and effect for
two years and thereafter from year to year, provided that such continuance is
specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of a
majority of the Fund's outstanding voting securities (as defined in Section
2(a)(42) of the Investment Company Act); and
(b) by the affirmative vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of a party to this Agreement
(other than as Trust trustees), by votes cast in person at a meeting
specifically called for such purpose.
12. Termination. This Agreement may be terminated at any time, without
the payment of any penalty, by vote of the Trust's Board of Trustees or by vote
of a majority of the Fund's outstanding voting securities, or by the Investment
Adviser, on sixty (60) days' written notice to the other party. The notice
provided for herein may be waived by either party. This Agreement shall
automatically terminate in the event of its assignment, the term "assignment"
for the purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.
13. Liability of Investment Adviser and Indemnification. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Investment
Adviser or any of its officers, trustees or employees, it shall not be subject
to liability to the Trust or to any shareholder of the Trust for any omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.
14. Liability of Trustees and Shareholders. A copy of the Agreement
and Declaration of Trust of the Trust is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the trustees of the Trust as trustees and not
individually and that the obligations of this instrument are not binding upon
any of the trustees or shareholders individually but are binding only upon the
assets and property of the Fund.
15. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice.
904270.9
4
<PAGE>
Until further notice to the other party, it is agreed that the address of the
Trust and that of the Investment Adviser shall be 1675 Broadway, New York, New
York 10019.
16. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Investment Company Act shall be resolved by
reference to such term or provision of the Act and to interpretations thereof,
if any, by the United States Courts or in the absence of any controlling
decision of any such court, by rules, regulations or orders of the Securities
and Exchange Commission issued pursuant to said Act. In addition, where the
effect of a requirement of the Investment Company Act reflected in any provision
of this Agreement is released by rules, regulation or order of the Securities
and Exchange Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate by their respective officers on the day and year first
above written.
THE TOCQUEVILLE TRUST, on behalf of The Tocqueville
International Value Fund
Attest: By:
------------------------
- ---------------
TOCQUEVILLE ASSET MANAGEMENT L.P.
Attest: By:
-----------------------
- ---------------
904270.9
5
<PAGE>
EXHIBIT B
RULE 12b-1 PLANS
904270.9
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS A SHARES
as amended March 24, 2000
A Plan (the "Plan") pertaining to the Class A shares of THE
TOCQUEVILLE FUND (the "Fund"), a series of The Tocqueville Trust, a
Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. (the
"Distributor"), acts as the principal underwriter of the Fund's Class A shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or through the
Investment Advisor, may make payments periodically (i) to the Distributor or to
any broker-dealer (a "Broker") who is registered under the Securities Exchange
Act of 1934 and a member in good standing of the National Association of
Securities Dealers, Inc. and who has entered into a selected dealer agreement
with the Distributor, (ii) to other persons or organizations ("Servicing
Agents") who have entered into shareholder processing and service agreements
with the Trust on behalf of the Fund, the Investment Advisor or the Distributor,
regarding Class A shares of the Fund owned by shareholders for which such broker
is the dealer or holder of record or such servicing agent has a servicing
relationship, or (iii) for expenses associated with distribution of Fund Class A
shares, including the compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such fees will
be paid shall be determined from time to time by the Distributor and the
Investment Advisor, subject to approval by the Board of Trustees of the Trust.
(c) Payments may also be made for any advertising and promotional
expenses relating to selling efforts, including but not limited to the
incremental costs of printing prospectuses, statements of additional
information, annual reports and other periodic reports for distribution to
persons who are not Class A shareholders of the Fund; the costs of preparing and
distributing any other supplemental sales literature; costs of radio,
television, newspaper and other advertising; telecommunications expenses,
including the cost of telephones, telephone lines and other communications
equipment, incurred by or for the Distributor in carrying out its obligations
under the Distribution Agreement.
(d) The aggregate amount of all payments by the Fund in any fiscal
year, to the Distributor, Brokers, Servicing Agents and for advertising and
promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.25% of the average daily net asset value attributable to
Class A shares of the Fund on an annual basis for such fiscal year.
3. Reports. Quarterly, in each year that this Plan remains in effect,
the Trust's Principal Financial Officer shall prepare and furnish to the Board
of Trustees of the Trust a written report, complying with the requirements of
Rule 12b-1, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
4. Approval of Plan. This Plan shall become effective upon approval of
the Plan, the form of Selected Dealer Agreement and the form of Shareholder
Service Agreement, by the majority votes of both (a) the Board of Trustees and
the Qualified Trustees (as defined in Section 6), cast in person at a meeting
called for the purpose of voting on the Plan and (b) the outstanding Class A
voting securities of the Fund, as defined in Section 2(a)(42) of the Act.
5. Term. This Plan shall remain in effect for one year from its
adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class A shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote of the Board of Trustees, and of the Qualified Trustees (as hereinafter
defined), cast in person at a meeting called for the purpose of voting thereon.
904270.9
<PAGE>
6. Termination. This Plan may be terminated at any time by a majority
vote of the Trustees who are not interested persons (as defined in section
2(a)(19) of the Act) of the Fund and have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan
(the "Qualified Trustees") or by vote of a majority of the outstanding Class A
voting securities of the Fund, as defined in section 2(a)(42) of the Act.
7. Nomination of "Disinterested" Trustees. While this Plan shall be in
effect, the selection and nomination of the "disinterested" Trustees of the
Trust shall be committed to the discretion of the Qualified Trustees then in
office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i) a
Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the Fund shall
be under any obligation because of this Plan to execute any Selected Dealer
Agreement with any Broker or any Shareholder Service Agreement with any person
or organization.
(c) All agreements with any person or organization relating to the
implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
904270.9
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS A SHARES
as amended March 24, 2000
A Plan (the "Plan") pertaining to the Class A shares of THE
TOCQUEVILLE SMALL CAP VALUE FUND (the "Fund"), a series of The Tocqueville
Trust, a Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class A shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or through the
Investment Advisor, may make payments periodically (i) to the Distributor or to
any broker-dealer (a "Broker") who is registered under the Securities Exchange
Act of 1934 and a member in good standing of the National Association of
Securities Dealers, Inc. and who has entered into a selected dealer agreement
with the Distributor, (ii) to other persons or organizations ("Servicing
Agents") who have entered into shareholder processing and service agreements
with the Trust on behalf of the Fund, the Investment Advisor or the Distributor,
regarding Class A shares of the Fund owned by shareholders for which such broker
is the dealer or holder of record or such servicing agent has a servicing
relationship, or (iii) for expenses associated with distribution of Fund Class A
shares, including the compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such fees will
be paid shall be determined from time to time by the Distributor and the
Investment Advisor, subject to approval by the Board of Trustees of the Trust.
(c) Payments may also be made for any advertising and promotional
expenses relating to selling efforts, including but not limited to the
incremental costs of printing prospectuses, statements of additional
information, annual reports and other periodic reports for distribution to
persons who are not Class A shareholders of the Fund; the costs of preparing and
distributing any other supplemental sales literature; costs of radio,
television, newspaper and other advertising; telecommunications expenses,
including the cost of telephones, telephone lines and other communications
equipment, incurred by or for the Distributor in carrying out its obligations
under the Distribution Agreement.
(d) The aggregate amount of all payments by the Fund in any fiscal
year, to the Distributor, Brokers, Servicing Agents and for advertising and
promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.25% of the average daily net asset value attributable to
Class A shares of the Fund on an annual basis for such fiscal year.
3. Reports. Quarterly, in each year that this Plan remains in effect,
the Trust's Principal Financial Officer shall prepare and furnish to the Board
of Trustees of the Trust a written report, complying with the requirements of
Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
4. Approval of Plan. This Plan shall become effective upon approval of
the Plan, the form of Selected Dealer Agreement and the form of Shareholder
Service Agreement, by the majority votes of both (a) the Board of Trustees and
the Qualified Trustees (as defined in Section 6), cast in person at a meeting
called for the purpose of voting on the Plan and (b) the outstanding Class A
voting securities of the Fund, as defined in Section 2(a)(42) of the Act.
5. Term. This Plan shall remain in effect for one year from its
adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class A shareholder approval in accordance with
Section 4 hereof. All material amendments to this Plan must be approved by a
vote
904270.9
<PAGE>
of the Board of Trustees, and of the Qualified Trustees (as hereinafter
defined), cast in person at a meeting called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a majority
vote of the Trustees who are not interested persons (as defined in section
2(a)(19) of the Act) of the Fund and have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan
(the "Qualified Trustees") or by vote of a majority of the outstanding Class A
voting securities of the Fund, as defined in section 2(a)(42) of the Act.
7. Nomination of "Disinterested" Trustees. While this Plan shall be in
effect, the selection and nomination of the "disinterested" Trustees of the
Trust shall be committed to the discretion of the Qualified Trustees then in
office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i) a
Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the Fund shall
be under any obligation because of this Plan to execute any Selected Dealer
Agreement with any Broker or any Shareholder Service Agreement with any person
or organization.
(c) All agreements with any person or organization relating to the
implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
904270.9
2
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE
OF CLASS A SHARES
as amended March 24, 2000
A Plan (the "Plan") pertaining to the Class A shares of THE
TOCQUEVILLE INTERNATIONAL VALUE FUND (formerly, The Tocqueville Europe Fund)
(the "Fund"), a series of The Tocqueville Trust, a Massachusetts business trust
(the "Trust") and an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"),
adopted pursuant to Section 12(b) of the Act and Rule 12b-1 promulgated
thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class A shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or through the
Investment Advisor, may make payments periodically (i) to the Distributor or to
any broker-dealer (a "Broker") who is registered under the Securities Exchange
Act of 1934 and a member in good standing of the National Association of
Securities Dealers, Inc. and who has entered into a selected dealer agreement
with the Distributor, (ii) to other persons or organizations ("Servicing
Agents") who have entered into shareholder processing and service agreements
with the Trust on behalf of the Fund, the Investment Advisor or the Distributor,
regarding Class A shares of the Fund owned by shareholders for which such broker
is the dealer or holder of record or such servicing agent has a servicing
relationship, or (iii) for expenses associated with distribution of Fund Class A
shares, including the compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such fees will
be paid shall be determined from time to time by the Distributor and the
Investment Advisor, subject to approval by the Board of Trustees of the Trust.
(c) Payments may also be made for any advertising and promotional
expenses relating to selling efforts, including but not limited to the
incremental costs of printing prospectuses, statements of additional
information, annual reports and other periodic reports for distribution to
persons who are not Class A shareholders of the Fund; the costs of preparing and
distributing any other supplemental sales literature; costs of radio,
television, newspaper and other advertising; telecommunications expenses,
including the cost of telephones, telephone lines and other communications
equipment, incurred by or for the Distributor in carrying out its obligations
under the Distribution Agreement.
(d) The aggregate amount of all payments by the Fund in any fiscal
year, to the Distributor, Brokers, Servicing Agents and for advertising and
promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.25% of the average daily net asset value attributable to
Class A shares of the Fund on an annual basis for such fiscal year.
3. Reports. Quarterly, in each year that this Plan remains in effect,
the Trust's Principal Financial Officer shall prepare and furnish to the Board
of Trustees of the Trust a written report, complying with the requirements of
Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
4. Approval of Plan. This Plan shall become effective upon approval of
the Plan, the form of Selected Dealer Agreement and the form of Shareholder
Service Agreement, by the majority votes of both (a) the Board of Trustees and
the Qualified Trustees (as defined in Section 6), cast in person at a meeting
called for the purpose of voting on the Plan and (b) the outstanding Class A
voting securities of the Fund, as defined in Section 2(a)(42) of the Act.
5. Term. This Plan shall remain in effect for one year from its
adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements.
904270.9
<PAGE>
This Plan may not be amended in order to increase materially the amount to be
spent for distribution assistance without Class A shareholder approval in
accordance with Section 4 hereof. All material amendments to this Plan must be
approved by a vote of the Board of Trustees, and of the Qualified Trustees (as
hereinafter defined), cast in person at a meeting called for the purpose of
voting thereon.
6. Termination. This Plan may be terminated at any time by a majority
vote of the Trustees who are not interested persons (as defined in section
2(a)(19) of the Act) of the Fund and have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan
(the "Qualified Trustees") or by vote of a majority of the outstanding Class A
voting securities of the Fund, as defined in section 2(a)(42) of the Act.
7. Nomination of "Disinterested" Trustees. While this Plan shall be in
effect, the selection and nomination of the "disinterested" Trustees of the
Trust shall be committed to the discretion of the Qualified Trustees then in
office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i) a
Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the Fund shall
be under any obligation because of this Plan to execute any Selected Dealer
Agreement with any Broker or any Shareholder Service Agreement with any person
or organization.
(c) All agreements with any person or organization relating to the
implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
904270.9
2
<PAGE>
PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
DISTRIBUTION OR SHAREHOLDER SERVICING
ASSISTANCE OF CLASS A SHARES
as amended March 24, 2000
A Plan (the "Plan") pertaining to the Class A shares of THE
TOCQUEVILLE GOLD FUND (the "Fund"), a series of The Tocqueville Trust, a
Massachusetts business trust (the "Trust") and an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), adopted pursuant to Section 12(b) of the Act and
Rule 12b-1 promulgated thereunder ("Rule 12b-1").
1. Principal Underwriter. TOCQUEVILLE SECURITIES L.P. ("the
Distributor"), acts as the principal underwriter of the Fund's Class A shares
pursuant to a Distribution Agreement with the Trust. Tocqueville Asset
Management L.P. (the "Investment Advisor"), acts as the Fund's investment
adviser pursuant to an Investment Advisory Agreement with the Trust.
2. Distribution Payments. (a) The Fund either directly or through the
Investment Advisor, may make payments periodically (i) to the Distributor or to
any broker-dealer (a "Broker") who is registered under the Securities Exchange
Act of 1934 and a member in good standing of the National Association of
Securities Dealers, Inc. and who has entered into a selected dealer agreement
with the Distributor, (ii) to other persons or organizations ("Servicing
Agents") who have entered into shareholder processing and service agreements
with the Trust on behalf of the Fund, the Investment Advisor or the Distributor,
regarding Class A shares of the Fund owned by shareholders for which such broker
is the dealer or holder of record or such servicing agent has a servicing
relationship, or (iii) for expenses associated with distribution of Fund Class A
shares, including the compensation of the sales personnel of the Distributor.
(b) The schedule of such fees and the basis upon which such fees will
be paid shall be determined from time to time by the Distributor and the
Investment Advisor, subject to approval by the Board of Trustees of the Trust.
(c) Payments may also be made for any advertising and promotional
expenses relating to selling efforts, including but not limited to the
incremental costs of printing prospectuses, statements of additional
information, annual reports and other periodic reports for distribution to
persons who are not Class A shareholders of the Fund; the costs of preparing and
distributing any other supplemental sales literature; costs of radio,
television, newspaper and other advertising; telecommunications expenses,
including the cost of telephones, telephone lines and other communications
equipment, incurred by or for the Distributor in carrying out its obligations
under the Distribution Agreement.
(d) The aggregate amount of all payments by the Fund in any fiscal
year, to the Distributor, Brokers, Servicing Agents and for advertising and
promotional expenses pursuant to paragraphs (a), (b), (c) of this Section 2
shall not exceed 0.25% of the average daily net asset value attributable to
Class A shares of the Fund on an annual basis for such fiscal year.
3. Reports. Quarterly, in each year that this Plan remains in effect,
the Trust's Principal Financial Officer shall prepare and furnish to the Board
of Trustees of the Trust a written report, complying with the requirements of
Rule 12b-l, setting forth the amounts expended by the Fund under the Plan and
purposes for which such expenditures were made.
4. Approval of Plan. This Plan shall become effective upon approval of
the Plan, the form of Selected Dealer Agreement and the form of Shareholder
Service Agreement, by the majority votes of both (a) the Board of Trustees and
the Qualified Trustees (as defined in Section 6), cast in person at a meeting
called for the purpose of voting on the Plan and (b) the outstanding Class A
voting securities of the Fund, as defined in Section 2(a)(42) of the Act.
5. Term. This Plan shall remain in effect for one year from its
adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees,
including a majority of the Qualified Trustees, cast in person at a meeting
called for the purpose of voting on such Plan and agreements. This Plan may not
be amended in order to increase materially the amount to be spent for
distribution assistance without Class
904270.9
<PAGE>
A shareholder approval in accordance with Section 4 hereof. All material
amendments to this Plan must be approved by a vote of the Board of Trustees, and
of the Qualified Trustees (as hereinafter defined), cast in person at a meeting
called for the purpose of voting thereon.
6. Termination. This Plan may be terminated at any time by a majority
vote of the Trustees who are not interested persons (as defined in section
2(a)(19) of the Act) of the Fund and have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan
(the "Qualified Trustees") or by vote of a majority of the outstanding Class A
voting securities of the Fund, as defined in section 2(a)(42) of the Act.
7. Nomination of "Disinterested" Trustees. While this Plan shall be in
effect, the selection and nomination of the "disinterested" Trustees of the
Trust shall be committed to the discretion of the Qualified Trustees then in
office.
8. Miscellaneous. (a) Any termination or noncontinuance of (i) a
Selected Dealer Agreement between the Distributor and a particular Broker or
(ii) a Shareholder Service Agreement between the Investment Advisor or the Trust
on behalf of the Fund and a particular person or organization, shall have no
effect on any similar agreements between Brokers or other persons and the Fund,
the Investment Advisor or the Distributor pursuant to this Plan.
(b) Neither the Distributor, the Investment Advisor nor the Fund shall
be under any obligation because of this Plan to execute any Selected Dealer
Agreement with any Broker or any Shareholder Service Agreement with any person
or organization.
(c) All agreements with any person or organization relating to the
implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.
904270.9
2
<PAGE>
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR"
EACH PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY
PROPERLY COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE
MEETING, PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS CARD AT ONCE
IN THE ENCLOSED ENVELOPE.
THE TOCQUEVILLE SMALL CAP VALUE FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS - MARCH 24, 2000
THE UNDERSIGNED SHAREHOLDER OF THE TOCQUEVILLE SMALL CAP VALUE FUND
(THE "FUND") HEREBY APPOINTS KIERAN LYONS AND WINFIELD A. FOREMAN, AND EACH OF
THEM, AS ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION,
TO VOTE ALL OF THE SHARES OF BENEFICIAL INTEREST OF THE FUND STANDING IN THE
NAME OF THE UNDERSIGNED AT THE CLOSE OF BUSINESS ON JANUARY 31, 2000 AT THE
SPECIAL MEETING OF SHAREHOLDERS OF THE TRUST TO BE HELD AT THE OFFICES OF THE
TRUST AT 1675 BROADWAY, NEW YORK, NY 10019 AT 9:00 A.M. ON MARCH 24, 2000 AND AT
ALL ADJOURNMENTS THEREOF, WITH ALL OF THE POWERS THE UNDERSIGNED WOULD POSSESS
IF THEN AND THERE PERSONALLY PRESENT AND ESPECIALLY (BUT WITHOUT LIMITING THE
GENERAL AUTHORIZATION AND POWER THEREBY GIVEN) TO VOTE AS INDICATED ON THE
PROPOSAL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT FOR THE MEETING, AND
VOTE AND ACT ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED
"FOR" THE PROPOSALS LISTED BELOW UNLESS OTHERWISE INDICATED.
<TABLE>
<CAPTION>
<S> <C>
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS X KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------
(DETACH HERE AND RETURN THIS PORTION ONLY)
</TABLE>
THE TOCQUEVILLE SMALL CAP VALUE FUND
VOTE ON PROPOSALS
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
/ / / / / / 1. TO APPROVE AN AMENDMENT TO THE MAXIMUM FEE PAYABLE UNDER THE
INVESTMENT ADVISORY AGREEMENT
/ / / / / / 2. TO APPROVE AMENDMENTS TO THE FUND'S RULE 12b-1 PLAN
3. ELECT THE FOLLOWING NOMINEES FOR TRUSTEES
/ / / / / / a. FRANCOIS D. SICART
/ / / / / / b. JAMES B. FLAHERTY
/ / / / / / c. INGE HECKEL
/ / / / / / d. ROBERT W. KLEINSCHMIDT
/ / / / / / e. FRANCOIS LETACONNOUX
/ / / / / / f. LUCILLE G. BONO
/ / / / / / g. LARRY M. SENDERHAUF
/ / / / / / h. GUY A. MAIN
/ / / / / / 4. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE TRUST FOR ITS FISCAL YEAR ENDING
OCTOBER 31, 2000
------------------------------ ---------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES
ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC.
SHOULD SO INDICATE.
</TABLE>
904270.9
<PAGE>
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR"
EACH PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY
PROPERLY COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE
MEETING, PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS CARD AT ONCE
IN THE ENCLOSED ENVELOPE.
THE TOCQUEVILLE INTERNATIONAL VALUE FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS - MARCH 24, 2000
THE UNDERSIGNED SHAREHOLDER OF THE TOCQUEVILLE INTERNATIONAL VALUE
FUND (THE "FUND") HEREBY APPOINTS KIERAN LYONS AND WINFIELD A. FOREMAN, AND EACH
OF THEM, AS ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH POWER OF
SUBSTITUTION, TO VOTE ALL OF THE SHARES OF BENEFICIAL INTEREST OF THE FUND
STANDING IN THE NAME OF THE UNDERSIGNED AT THE CLOSE OF BUSINESS ON JANUARY 31,
2000 AT THE SPECIAL MEETING OF SHAREHOLDERS OF THE TRUST TO BE HELD AT THE
OFFICES OF THE TRUST AT 1675 BROADWAY, NEW YORK, NY 10019 AT 9:00 A.M. ON MARCH
24, 2000 AND AT ALL ADJOURNMENTS THEREOF, WITH ALL OF THE POWERS THE UNDERSIGNED
WOULD POSSESS IF THEN AND THERE PERSONALLY PRESENT AND ESPECIALLY (BUT WITHOUT
LIMITING THE GENERAL AUTHORIZATION AND POWER THEREBY GIVEN) TO VOTE AS INDICATED
ON THE PROPOSAL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT FOR THE MEETING,
AND VOTE AND ACT ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED
"FOR" THE PROPOSALS LISTED BELOW UNLESS OTHERWISE INDICATED.
<TABLE>
<CAPTION>
<S> <C>
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS X KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------
(DETACH HERE AND RETURN THIS PORTION ONLY)
</TABLE>
<TABLE>
<CAPTION>
THE TOCQUEVILLE INTERNATIONAL VALUE FUND
VOTE ON PROPOSALS
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
/ / / / / / 1. TO APPROVE AN AMENDMENT TO THE MAXIMUM FEE PAYABLE UNDER THE
INVESTMENT ADVISORY AGREEMENT
/ / / / / / 2. TO APPROVE AMENDMENTS TO THE FUND'S RULE 12b-1 PLAN
3. ELECT THE FOLLOWING NOMINEES FOR TRUSTEES
/ / / / / / a. FRANCOIS D. SICART
/ / / / / / b. JAMES B. FLAHERTY
/ / / / / / c. INGE HECKEL
/ / / / / / d. ROBERT W. KLEINSCHMIDT
/ / / / / / e. FRANCOIS LETACONNOUX
/ / / / / / f. LUCILLE G. BONO
/ / / / / / g. LARRY M. SENDERHAUF
/ / / / / / h. GUY A. MAIN
/ / / / / / 4. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE TRUST FOR ITS FISCAL YEAR ENDING
OCTOBER 31, 2000
---------------------------------- -----------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES
ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC.
SHOULD SO INDICATE.
</TABLE>
904270.9
<PAGE>
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR"
EACH PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY
PROPERLY COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE
MEETING, PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS CARD AT ONCE
IN THE ENCLOSED ENVELOPE.
THE TOCQUEVILLE FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS - MARCH 24, 2000
THE UNDERSIGNED SHAREHOLDER OF THE TOCQUEVILLE FUND (THE "FUND")
HEREBY APPOINTS KIERAN LYONS AND WINFIELD A. FOREMAN, AND EACH OF THEM, AS
ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION, TO VOTE
ALL OF THE SHARES OF BENEFICIAL INTEREST OF THE FUND STANDING IN THE NAME OF THE
UNDERSIGNED AT THE CLOSE OF BUSINESS ON JANUARY 31, 2000 AT THE SPECIAL MEETING
OF SHAREHOLDERS OF THE TRUST TO BE HELD AT THE OFFICES OF THE TRUST AT 1675
BROADWAY, NEW YORK, NY 10019 AT 9:00 A.M. ON MARCH 24, 2000 AND AT ALL
ADJOURNMENTS THEREOF, WITH ALL OF THE POWERS THE UNDERSIGNED WOULD POSSESS IF
THEN AND THERE PERSONALLY PRESENT AND ESPECIALLY (BUT WITHOUT LIMITING THE
GENERAL AUTHORIZATION AND POWER THEREBY GIVEN) TO VOTE AS INDICATED ON THE
PROPOSAL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT FOR THE MEETING, AND
VOTE AND ACT ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED
"FOR" THE PROPOSALS LISTED BELOW UNLESS OTHERWISE INDICATED.
<TABLE>
<CAPTION>
<S> <C>
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS X KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------
(DETACH HERE AND RETURN THIS PORTION ONLY)
</TABLE>
THE TOCQUEVILLE FUND
VOTE ON PROPOSALS
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
/ / / / / / 1. TO APPROVE AN AMENDMENT TO THE MAXIMUM FEE PAYABLE UNDER THE
INVESTMENT ADVISORY AGREEMENT
/ / / / / / 2. TO APPROVE AMENDMENTS TO THE FUND'S RULE 12b-1 PLAN
3. ELECT THE FOLLOWING NOMINEES FOR TRUSTEES
/ / / / / / a. FRANCOIS D. SICART
/ / / / / / b. JAMES B. FLAHERTY
/ / / / / / c. INGE HECKEL
/ / / / / / d. ROBERT W. KLEINSCHMIDT
/ / / / / / e. FRANCOIS LETACONNOUX
/ / / / / / f. LUCILLE G. BONO
/ / / / / / g. LARRY M. SENDERHAUF
/ / / / / / h. GUY A. MAIN
/ / / / / / 4. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE TRUST FOR ITS FISCAL YEAR ENDING
OCTOBER 31, 2000
------------------------------------------- --------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE
SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE.
</TABLE>
904270.9
<PAGE>
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR"
EACH PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY
PROPERLY COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE
MEETING, PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS CARD AT ONCE
IN THE ENCLOSED ENVELOPE.
THE TOCQUEVILLE GOLD FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS - MARCH 24, 2000
THE UNDERSIGNED SHAREHOLDER OF THE TOCQUEVILLE GOLD FUND (THE "FUND")
HEREBY APPOINTS KIERAN LYONS AND WINFIELD A. FOREMAN, AND EACH OF THEM, AS
ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION, TO VOTE
ALL OF THE SHARES OF BENEFICIAL INTEREST OF THE FUND STANDING IN THE NAME OF THE
UNDERSIGNED AT THE CLOSE OF BUSINESS ON JANUARY 31, 2000 AT THE SPECIAL MEETING
OF SHAREHOLDERS OF THE TRUST TO BE HELD AT THE OFFICES OF THE TRUST AT 1675
BROADWAY, NEW YORK, NY 10019 AT 9:00 A.M. ON MARCH 24, 2000 AND AT ALL
ADJOURNMENTS THEREOF, WITH ALL OF THE POWERS THE UNDERSIGNED WOULD POSSESS IF
THEN AND THERE PERSONALLY PRESENT AND ESPECIALLY (BUT WITHOUT LIMITING THE
GENERAL AUTHORIZATION AND POWER THEREBY GIVEN) TO VOTE AS INDICATED ON THE
PROPOSAL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT FOR THE MEETING, AND
VOTE AND ACT ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED
"FOR" THE PROPOSALS LISTED BELOW UNLESS OTHERWISE INDICATED.
<TABLE>
<CAPTION>
<S> <C>
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS X KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------
(DETACH HERE AND RETURN THIS PORTION ONLY)
</TABLE>
THE TOCQUEVILLE GOLD FUND
VOTE ON PROPOSALS
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
/ / / / / / 2. TO APPROVE AMENDMENTS TO THE FUND'S RULE 12b-1 PLAN
3. ELECT THE FOLLOWING NOMINEES FOR TRUSTEES
/ / / / / / a. FRANCOIS D. SICART
/ / / / / / b. JAMES B. FLAHERTY
/ / / / / / c. INGE HECKEL
/ / / / / / d. ROBERT W. KLEINSCHMIDT
/ / / / / / e. FRANCOIS LETACONNOUX
/ / / / / / f. LUCILLE G. BONO
/ / / / / / g. LARRY M. SENDERHAUF
/ / / / / / h. GUY A. MAIN
/ / / / / / 4. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE TRUST FOR ITS FISCAL YEAR ENDING
OCTOBER 31, 2000
----------------------------------------- ----------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES
ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC.
SHOULD SO INDICATE.
</TABLE>
904270.9
<PAGE>
