PROPOSAL 3. ELECTION OF TRUSTEES.
Description of Proposal.
At the meeting, eight trustees are to be elected, each to hold office
until his or her successor has been elected and qualified. All such persons have
consented to be named in this Proxy Statement and to continue to serve as
trustees of the Trust if elected. Ms. Lucille Bono, Mr. Guy A. Main, Ms. Inge
Heckel, Mr. Larry Senderhauf, Mr. Francois Sicart and Mr. Robert Kleinschmidt
were elected by shareholders through earlier proxies and currently serve as
trustees of the Trust. Mr. Charles W. Caulkins was selected and nominated by the
Board's nominating committee and elected by the full Board on September 18,
2003. Mr. James W. Gerard was elected by the full Board at a meeting held on
June 14, 2001. Mr. Caulkins and Mr. Gerard currently serve as trustees of the
Trust. During the fiscal year ended October 31, 2003, the Board of Trustees met
five times, and each trustee attended at least 75% of the board meetings.
Information About the Trust's Audit Committee.
The Trust has an Audit Committee that meets at least annually to
select, oversee and set the compensation of the Trust's independent registered
public accounting firm. The Audit Committee is responsible for pre-approving all
audit and non-audit services performed by the independent registered public
accounting firm for the Trust and for pre-approving certain non-audit services
performed by the independent registered public accounting firm for the Adviser
and certain control persons of the Adviser. The Audit Committee also meets with
the Trust's independent registered public accounting firm to review the Trust's
financial statements and to report on its findings to the Board, and to provide
the independent registered public accounting firm the opportunity to report on
various other matters. The Audit Committee also acts as the Trust's qualified
legal compliance committee. The Audit Committee is currently comprised of
Lucille G. Bono, Guy A. Main, Inge Heckel, Larry M. Senderhauf, Charles W.
Caulkins and James W. Gerard who are disinterested trustees. The Audit Committee
met twice during the fiscal year ended October 31, 2003.
Information About the Trust's Nominating Committee.
The Trust has a Nominating Committee currently comprised of Lucille G.
Bono, Guy A. Main, Inge Heckel, Larry M. Senderhauf, Charles W. Caulkins and
James W. Gerard who are disinterested trustees, to whose discretion the
selection and nomination of trustees who are not "interested persons," of
8
the Trust is committed. The Nominating Committee met once during the fiscal year
ended October 31, 2003. The Nominating Committee has a charter, which although
not available on the Trust's website, is attached to this proxy statement as
Exhibit B. This Committee currently does not consider nominees recommended by
shareholders unless the committee is required by law to do so. Any such
recommendation must contain sufficient background information concerning the
candidate to enable the Committee to make a proper judgment as to the
candidate's qualifications. Any such recommendations must be submitted in
writing and addressed to the Committee at the Trust's offices.
The Committee has not established specific, minimum qualifications that
must be met by an individual for the Nominating Committee to recommend that
individual for nomination as a Trustee, however, in evaluating candidates, the
Nominating Committee generally considers various factors. (See the Nominating
Committee Charter attached to this proxy statement as Exhibit B for a list of
such factors).
Shareholders may send communications to the Board by writing the
Secretary of the Trust, Roger Cotta, at 1675 Broadway, 16th Floor, New York, New
York 10019.
The Trust does not have a policy regarding Board member's attendance at
annual shareholder meetings because the Trust does not currently hold annual
meetings of shareholders.
The election of each trustee requires the approval of a plurality
present at the Meeting in person or by proxy.
9
Information About the Trustees.
The following is a list of the current members of the Board of Trustees
and officers of the Trust, including the principal occupation of each trustee,
nominee and officer. The mailing address for each individual is 1675 Broadway,
New York, NY 10019, unless otherwise provided.
The trustees and officers and their principal occupations are noted
below.
Number of
Funds in
Fund
Term of Office Complex
Position(s) Held and Length of Principal Occupation(s) Overseen Other Directorships
Name, Age and Address with the Trust Time Served(1) During Past Five Years By Trustee Held by Trustee
----------------------- ------------------ ---------------- --------------------------------- ------------- ------------------------
DISINTERESTED TRUSTEES
----------------------
Lucille G. Bono (70) Trustee Since 1998 Retired. Formerly, 5 None
1675 Broadway Financial Services
New York, NY 10019 Consultant from 1997 to
2000; Operations and
Administrative Manager,
Tocqueville Asset
Management, L.P. and
Tocqueville Securities,
L.P. from January 1995
to November 1997.
Charles W. Caulkins (47) Trustee Since 2003 Founder and President, 5 Director, Phoenix
Arbor Marketing Inc. Arbor Marketing, Inc. House from
300 Rockefeller Plaza, from October 1994 to January 2001 to
#5432 present. present;
New York, NY 10112 Director, Bridges
2 Community from
July 2002 to
present.
James W. Gerard (42) Trustee Since 2001 Principal, Argus 5 Vice Chairman and
Argus Advisors Advisor International Treasurer, ASPCA
International LLC from August 2003 to from 1997 to
36 West 44th Street, present; Managing present;
Suite 610 Director, The Chart Director, Phoenix
New York, NY 10036 Group from January 2001 House from 1995
to present; Managing to present;
Principal, Ironbound Member of
Partners from October Supervisory
1998 to December 2000; Board, Hunzinger
Director of Sales and Information AG
Marketing, Tocqueville from November
Asset Management L.P. 2003 to June 2004.
from 1993 to 1998.
|
1 Each trustee will hold office for an indefinite term until the
earliest of (i) the next meeting of shareholders, if any, called for the purpose
of considering the election or re-election of such trustee and until the
election and qualification of his or her successor, if any, elected at such
meeting, or (ii) the date a Trustee resigns or retires, or a trustee is removed
by the Board of Trustees or shareholders, in accordance with the Trust's
By-Laws, as amended, and Agreement and Declaration of Trust, as amended. Each
officer will hold office for an indefinite term until the date he or she resigns
or retires or until his or her successor is elected and qualifies.
10
Number of
Funds in
Fund
Term of Office Complex
Position(s) Held and Length of Principal Occupation(s) Overseen Other Directorships
Name, Age and Address with the Trust Time Served(1) During Past Five Years By Trustee Held by Trustee
----------------------- ------------------ ---------------- --------------------------------- ------------- ------------------------
Inge Heckel (64) Trustee Since 1987 President, New York 5 Director, Sir
1675 Broadway School of Interior John Soane Museum
New York, NY 10019 Design, from July 1996 Foundation;
to present. Member of the
Advisory Council,
the Institute of
Classical
Architecture;
Member, Advisory
Council, Olana
Partnership
Guy A. Main (67) Trustee Since 2000 Retired. Formerly, 5
1675 Broadway Executive Vice
New York, NY 10019 President, Amwest
Insurance Group, Inc.
from April 1996 to
January 2001.
Chairman, President and
Chief Executive
Officer, Condor
Services Inc. from
April 1989 to April
1996.
Larry M. Senderhauf (55) Trustee Since 1998 Retired. Administrator 5 None
1675 Broadway and Trustee, LMS 33
New York, NY 10019 Profit and Pension
Sharing Fund from
1983 to 2004.
|
1 Each trustee will hold office for an indefinite term until the
earliest of (i) the next meeting of shareholders, if any, called for the purpose
of considering the election or re-election of such trustee and until the
election and qualification of his or her successor, if any, elected at such
meeting, or (ii) the date a Trustee resigns or retires, or a trustee is removed
by the Board of Trustees or shareholders, in accordance with the Trust's
By-Laws, as amended, and Agreement and Declaration of Trust, as amended. Each
officer will hold office for an indefinite term until the date he or she resigns
or retires or until his or her successor is elected and qualifies.
11
Number of
Funds in
Fund
Term of Office Complex
Position(s) Held and Length of Principal Occupation(s) Overseen Other Directorships
Name, Age and Address with the Trust Time Served(1) During Past Five Years By Trustee Held by Trustee
----------------------- ------------------ ---------------- --------------------------------- ------------- ------------------------
INTERESTED TRUSTEES(2) AND OFFICERS
-----------------------------------
Francois D. Sicart (60) Chairman, Since 1987 Founder, Tocqueville 5 Chairman and
1675 Broadway Principal Management Corporation, Director,
New York, NY 10019 Executive the General Partner of Tocqueville
Officer and Tocqueville Asset Management
Trustee Management L.P. and Corporation, the
Lepercq, de Neuflize/ General Partner
Tocqueville Securities, of Tocqueville
L.P. from January 1990 Asset Management
to present; Chairman L.P. and Lepercq,
and Chief Executive de
Officer, Tocqueville Neuflize/Tocqueville
Asset Management Corp. Securities, L.P.
from December 1985 to from January 1990
January 1990; Vice to present;
Chairman of Tucker Director,
Anthony Management Lepercq-Amcur
Corp. from 1981 to from 1988 to
October 1986; Vice present;
President (formerly Director, Banque
general partner) among Transatlantique
other positions with from December
Tucker Anthony, Inc. 1998 to present.
from 1969 to January
1990.
Robert Kleinschmidt (54) President, Since 1991 President, Chief 5 Director,
1675 Broadway Principal Investment Officer and Tocqueville
New York, NY 10019 Operating Director, Tocqueville Management
Officer, Management Corporation Corporation, the
Principal and President, General Partner
Financial Tocqueville Asset of Tocqueville
Officer, and Management L.P. from Asset Management
Trustee January 1994 to L.P. and Lepercq,
present; and Managing de
Director from July 1991 Neuflize/Tocqueville
to January 1994; Securities, L.P.
Partner, David J.
Greene & Co. from May
1978 to July 1991.
Roger Cotta (65) Secretary, Secretary Since Chief Operating N/A N/A
1675 Broadway Treasurer 2001; Treasurer Officer, Tocqueville
New York, NY 10019 Since 2002 Asset Management L.P.
from 2001 to present;
CFO & Compliance
Officer, Needham & Co.
from 1992 to 2001.
|
1 Each trustee will hold office for an indefinite term until the
earliest of (i) the next meeting of shareholders, if any, called for the purpose
of considering the election or re-election of such trustee and until the
election and qualification of his or her successor, if any, elected at such
meeting, or (ii) the date a Trustee resigns or retires, or a trustee is removed
by the Board of Trustees or shareholders, in accordance with the Trust's
By-Laws, as amended, and Agreement and Declaration of Trust, as amended. Each
officer will hold office for an indefinite term until the date he or she resigns
or retires or until his or her successor is elected and qualifies.
2 "Interested person" of the Trust is defined in the 1940 Act. Mr. Sicart
and Mr. Kleinschmidt are considered "interested persons" because of their
affiliation with the Adviser.
12
Number of
Funds in
Fund
Term of Office Complex
Position(s) Held and Length of Principal Occupation(s) Overseen Other Directorships
Name, Age and Address with the Trust Time Served(1) During Past Five Years By Trustee Held by Trustee
----------------------- ------------------ ---------------- --------------------------------- ------------- ------------------------
Elizabeth Bosco (56) Compliance Since 2002 Compliance Officer, N/A N/A
1675 Broadway Officer Tocqueville Asset
New York, NY 10019 Management L.P. from
1997 to present.
|
1 Each trustee will hold office for an indefinite term until the
earliest of (i) the next meeting of shareholders, if any, called for the purpose
of considering the election or re-election of such trustee and until the
election and qualification of his or her successor, if any, elected at such
meeting, or (ii) the date a Trustee resigns or retires, or a trustee is removed
by the Board of Trustees or shareholders, in accordance with the Trust's
By-Laws, as amended, and Agreement and Declaration of Trust, as amended. Each
officer will hold office for an indefinite term until the date he or she resigns
or retires or until his or her successor is elected and qualifies.
13
The following table shows the dollar range of Fund shares beneficially
owned by each trustee as of July 31, 2004:
Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen or to
be Overseen by Trustee in Family of
Name of Trustee Dollar Range of Equity Securities in each Fund Investment Companies
------------------------------------------------------------------------------------------------------------------------
DISINTERESTED TRUSTEES:
----------------------
Tocqueville Fund $10,001 - 50,000
Lucille G. Bono Small Cap Fund $10,001 - 50,000 $50,001 - 100,000
International Value Fund $1 - 10,000
Gold Fund $10,001 - 50,000
Genesis Fund $0
Tocqueville Fund $50,000 - 100,000
Charles W. Caulkins Small Cap Fund $10,001 - 50,000 $50,001 - 100,000
International Value Fund $1 - 10,000
Gold Fund $0
Genesis Fund $0
Tocqueville Fund $10,001 - 50,000
James W. Gerard Small Cap Fund $10,001 - 50,000 $50,001 - 100,000
International Value Fund $10,001 - 50,000
Gold Fund $10,001 - 50,000
Genesis Fund $0
Tocqueville Fund $1 - 10,000
Inge Heckel Small Cap Fund $0 $1 - 10,000
International Value Fund $1 - 10,000
Gold Fund $0
Genesis Fund $0
Tocqueville Fund over $100,000
Guy A. Main Small Cap Fund $0 over $100,000
International Value Fund $0
Gold Fund $0
Genesis Fund $0
Tocqueville Fund over $100,000
Larry M. Senderhauf Small Cap Fund $50,000 - 100,000 over $100,000
International Value Fund $0
Gold Fund $0
Genesis Fund $0
|
14
Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen or to
be Overseen by Trustee in Family of
Name of Trustee Dollar Range of Equity Securities in each Fund Investment Companies
------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES:
-------------------
Tocqueville Fund over $100,000
Francois D. Sicart Small Cap Fund over $100,000 over $100,000
International Value Fund over $100,000
Gold Fund over $100,000
Genesis Fund $0
Tocqueville Fund over $100,000
Robert Kleinschmidt Small Cap Fund $50,000 - 100,000 over $100,000
International Value Fund over $100,000
Gold Fund over $100,000
Genesis Fund over $100,000
|
Trustee Compensation.
The Trust does not pay direct remuneration to any officer of the Trust.
For the fiscal year ended October 31, 2003, the Trust paid the disinterested
trustees an aggregate of $31,500. Each disinterested trustee received $1,500 per
Board meeting and $300 per Audit Committee meeting. Effective March 1, 2004,
each disinterested trustee is paid $2,500 per Board meeting that they attend in
person and $1,500 per Board meeting that they attend telephonically. Effective
March 1, 2004, each disinterested trustee is paid $500 per Audit Committee
meeting that they attend in person and $300 per Audit Committee meeting that
they attend telephonically.
15
The table below illustrates the compensation paid to each trustee for
the Trust's fiscal year ended October 31, 2003.
Compensation Table
Pension or
Retirement
Benefits Total
Accrued Compensation
Aggregate as Part of Estimated Annual from Trust and
Compensation Trust Benefits Upon Fund Complex
Name of Person, Position from Trust Expenses Retirement Paid to Trustees
------------------------ ---------- -------- ---------- ----------------
Lucille G. Bono, Trustee $6,300 $0 $0 $6,300
Charles W. Caulkins, Trustee $0 $0 $0 $0
James W. Gerard, Trustee $0 $0 $0 $0
Inge Heckel, Trustee $6,300 $0 $0 $6,300
Robert Kleinschmidt, Trustee $0 $0 $0 $0
Guy A. Main, Trustee $6,300 $0 $0 $6,300
Larry M. Senderhauf, Trustee $6,300 $0 $0 $6,300
Francois Sicart, Trustee $0 $0 $0 $0
|
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of July 31, 2004, the Adviser held discretion over shares of the
Funds as follows:
The Tocqueville Fund 19.80%.
The Tocqueville Small Cap Value Fund 16.99%.
The Tocqueville International Value Fund 68.60%.
The Tocqueville Gold Fund 6.24%.
The Tocqueville Genesis Fund 30.89%.
As of July 31, 2004, the trustees and officers as a group owned
beneficially 2.25% of the Tocqueville Fund's outstanding shares and less than 1%
of the outstanding shares of each of the other Funds.
As of July 31, 2004, the following shareholders owned of record or
beneficially 5% or more of each Fund's shares:
Name and Address Percentage of Fund Nature of Ownership
The Tocqueville Fund
RBC Dain Rauscher FBO 7.99% Record
Attn: Ellen Gerstein &
R. Gintel Intang Tax Tr.
20 Carrie Circle
Fairfield, CT 06825-1069
|
16
The Small Cap Value Fund
Charles Schwab & Co. Inc. 23.71% Record
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
National Financial Services Corp. 8.64% Record
FBO Exclusive Benefit of Our Customers
One World Financial Center
200 Liberty St.
New York, NY 10281-1003
The International Value Fund
RBC Dain Rauscher FBO 41.52% Record
Montber SA
International Acct.
Bank of Bermuda
6 Front Street
Hamilton, HM11 Bermuda
Charles Schwab & Co. Inc. 7.39% Record
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
RBC Dain Rauscher 6.30% Record
Montber SA Income A/C
The Bank of Bermuda
Attn: Mr. Anthony Harkness
6 Front Street
Hamilton, HM11 Bermuda
The Gold Fund
Charles Schwab & Co. Inc. 40.48% Record
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
National Financial Services Corp. 15.23% Record
FBO Exclusive Benefit of Our Customers
One World Financial Center
200 Liberty St.
New York, NY 10281-1003
|
The Genesis Fund
None
The following table shows the nature, amount and percentage of Fund
shares owned by each trustee and principal executive officer, as of July 31,
2004:
17
Amount and Nature of Percent of Ownership
Name of Trustee/Officer Beneficial Ownership in the Fund
--------------------------------------------------------------------------------------------------
Independent Trustees
--------------------
Lucille G. Bono The Tocqueville Fund
873 *
The Small Cap Value Fund
810 *
The International Value Fund
251 *
The Gold Fund
748 *
The Genesis Fund
100 *
Charles W. Caulkins The Tocqueville Fund
3,735 *
The Small Cap Value Fund
622 *
The International Value Fund
113 *
James W. Gerard The Tocqueville Fund
1,196 *
The Small Cap Value Fund
182,445 3.9%
The International Value Fund
144,328 *
The Gold Fund
403 *
The Genesis Fund
1,286 *
Inge Heckel The Tocqueville Fund
37 *
The International Value Fund
68 *
Guy A. Main The Tocqueville Fund
8,610 *
Larry M. Senderhauf The Tocqueville Fund
23,397 *
The Small Cap Value Fund
7,027 *
The International Value Fund
17,219 *
The Gold Fund
3,830 *
The Genesis Fund
5,037 *
Interested Trustees The Tocqueville Fund
------------------- 185,591 *
Francois D. Sicart** The Small Cap Value Fund
39,119 *
The International Value Fund
116,499 *
The Gold Fund
49,872 *
|
18
Robert Kleinschmidt The Tocqueville Fund
68,596 *
The Small Cap Value Fund
4,106 *
The International Value Fund
16,230 *
The Gold Fund
3,523 *
The Genesis Fund
10,600 *
* Less than 1%.
** Mr. Sicart is Chairman, Principal Executive Officer and Trustee of the Trust.
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INFORMATION
PricewaterhouseCoopers LLP ("PwC") has been selected as the Trust's
independent registered public accounting firm and has confirmed to the Trust's
Audit Committee that PwC qualifies as independent in accordance with Independent
Standards Board Standard No. 1.
Audit fees. The aggregate fees billed for professional services
rendered by PricewaterhouseCoopers LLP for its audit of each Fund's annual
financial statements contained in the annual report filed by the Trust for the
fiscal years ended October 31, 2003 and October 31, 2002 were $70,275 and
$60,500, respectively.
Audit-related fees. There were no fees billed by PwC during the fiscal
years ended October 31, 2003 and October 31, 2002 for assurance and related
services that are reasonably related to the performance of the audit or review
of the Funds' financial statements (other than the audit fees described above).
Tax fees. The aggregate fees billed for professional services rendered
by PwC for tax compliance, tax advice, and tax planning for the fiscal years
ended October 31, 2003 and October 31, 2002 amounted to $27,000 and $23,200,
respectively (tax return preparation and miscellaneous tax services to the
Funds).
All other fees. There were no fees billed by PwC during the fiscal
years ended October 31, 2003 and October 31, 2002 for products and services
provided to the Funds, other than the fees described above.
Audit Committee Pre-Approval Policies and Procedures. The Trust's Audit
Committee is required to pre-approve (i) all audit and non-audit services
performed by PwC for the Trust and (ii) any non-audit services performed by PwC
for the Adviser and control persons of the Adviser that provide ongoing services
to the Trust ("Service Affiliates") if the services relate directly to the
operations and financial reporting of the Trust. The Audit Committee has not
presently established any pre-approval policies and procedures that permit the
pre-approval of the above services other than by the full Audit Committee.
Since May 6, 2003, all audit and non-audit services performed by PwC
for the Funds, the Adviser and any Service Affiliates that required the
pre-approval of the Trust's Audit Committee were pre-approved by the Audit
Committee.
For the Trust's last two fiscal years, PwC did not perform any services
required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X (services provided by PwC to Service Affiliates that require the
pre-approval of the Trust's Audit Committee).
The Trust's Audit Committee has considered whether PwC's provision of
non-audit services that were rendered to the Service Affiliates, and that were
not required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X, is compatible with maintaining PwC's independence.
19
Representatives of PricewaterhouseCoopers LLP will be available at the
Meeting (either in person or via telephone), will have the opportunity to make a
statement should they desire to do so, and will be available to answer
questions.
Read the Proxy Statement and have the Proxy card at hand.
TELEPHONE: Call 1-800-690-6903 and follow the recorded instructions.
INTERNET: Go to www.proxyweb.com and follow the on-line directions.
MAIL: Vote, sign, date and return your proxy by mail.
If you vote by Telephone or Internet, you do not need to mail your proxy.
FORM OF PROXY
THE TOCQUEVILLE TRUST
1675 Broadway, 16th Floor
New York, New York 10019
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS -- OCTOBER 22, 2004
The undersigned shareholder of The Tocqueville Trust (the "Trust") hereby
appoints John P. Cassidy and Thomas O. Pandick as attorneys and proxies of the
undersigned, with full power of substitution, to vote at the meeting and all
adjournments and postponements thereof, all of the shares of beneficial interest
of the Trust standing in the name of the undersigned at the close of business on
August 24, 2004, at the Special Meeting of Shareholders of the Trust to be held
at the offices of The Tocqueville Trust at 1675 Broadway, 16th Floor, New York,
NY 10019 at 9:00 a.m. on October 22, 2004, and at all adjournments and
postponements 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
proposals, 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, in
their discretion.
Date:____________________________
The undersigned acknowledges receipt with this
proxy card of a copy of the notice of Special
Meeting of Shareholders and the Proxy Statement
Signature (s) (Please sign in the Box)
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. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN FULL PARTNERSHIP NAME BY
AUTHORIZED PERSON.
Please fill in box(es) as shown using black or blue ink or number 2 pencil |X|.
PLEASE DO NOT USE FINE POINT PENS.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED "FOR" THE
PROPOSALS LISTED BELOW UNLESS OTHERWISE INDICATED.
THE TOCQUEVILLE TRUST
The Tocqueville Fund
The Tocqueville Small Cap Value Fund
The Tocqueville International Value Fund
The Tocqueville Gold Fund
The Tocqueville Genesis Fund
(each a "Fund")
VOTE ON PROPOSALS
FOR AGAINST ABSTAIN
1. TO APPROVE AN INCREASE |_| |_| |_|
IN THE TOTAL ASSETS THAT
THE GOLD FUND CAN INVEST
IN GOLD BULLION AND
OTHER PRECIOUS METALS
FROM 10% TO 20% (THE
TOCQUEVILLE GOLD FUND
ONLY)
2. TO APPROVE AN |_| |_| |_|
AMENDMENT TO THE
INVESTMENT ADVISORY
AGREEMENT TO INCREASE
ADVISORY FEE
BREAKPOINTS (ALL FUNDS
EXCEPT THE TOCQUEVILLE
GENESIS FUND)
3. TO ELECT EIGHT TRUSTEES
TO THE BOARD OF TRUSTEES
Nominees: FOR all nominees WITHHOLD
LUCILLE G. BONO listed (except as authority to vote
GUY A. MAIN noted in space for all nominees
INGE HECKEL provided) listed
LARRY M. SENDERHAUF
CHARLES W. CAULKINS
JAMES W. GERARD
FRANCOIS SICART
ROBERT KLEINSCHMIDT
|_| |_|
|
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write the name(s) on the line immediately above.
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE PROXY 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 OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. 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.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE OTHER SIDE.
Exhibit A
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT is made as
of [ ], 2004, by and between THE TOCQUEVILLE TRUST, a Massachusetts business
trust (the "Trust"), on behalf of its series THE TOCQUEVILLE 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 Fund and the Investment Adviser are parties to an
Investment Advisory Agreement dated as of February 26, 1990, as amended March
24, 2000, pursuant to which the Investment Adviser serves as the investment
adviser for the Fund; and
WHEREAS, the Fund and Investment Adviser desire to amend the
Investment Advisory Agreement to reflect an increase in the advisory fee
breakpoints payable by the Fund to the Investment Adviser under such Agreement;
and
WHEREAS, this amendment to the Investment Advisory Agreement
has been approved by the Board of Trustees of the Trust and the shareholders of
the Fund.
NOW, THEREFORE, the parties hereby agree as follows:
1. The first sentence of Paragraph 8 of the Investment
Advisory Agreement is hereby amended to read as follows:
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 $1 billion and
.65% of the Fund's average daily net assets in excess of $1
billion.
2. The Investment Advisory Agreement, as expressly amended
hereby, shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT as of the day and year first
above written.
THE TOCQUEVILLE TRUST, on behalf of
THE TOCQUEVILLE FUND
By: ________________________________
Name:
Title:
TOCQUEVILLE ASSET MANAGEMENT L.P.
By: ________________________________
Name:
Title:
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT is made as
of [ ], 2004, 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 Fund and the Investment Adviser are parties to an
Investment Advisory Agreement dated as of June 10, 1994, as amended March 24,
2000, pursuant to which the Investment Adviser serves as the investment adviser
for the Fund; and
WHEREAS, the Fund and Investment Adviser desire to amend the
Investment Advisory Agreement to reflect an increase in the advisory fee
breakpoints payable by the Fund to the Investment Adviser under such Agreement;
and
WHEREAS, this amendment to the Investment Advisory Agreement
has been approved by the Board of Trustees of the Trust and the shareholders of
the Fund.
NOW, THEREFORE, the parties hereby agree as follows:
1. The first sentence of Paragraph 8 of the Investment
Advisory Agreement is hereby amended to read as follows:
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 $1 billion and
.65% of the Fund's average daily net assets in excess of $1
billion.
2. The Investment Advisory Agreement, as expressly amended
hereby, shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT as of the day and year first
above written.
THE TOCQUEVILLE TRUST, on behalf of
THE TOCQUEVILLE SMALL CAP VALUE FUND
By: ________________________________
Name:
Title:
TOCQUEVILLE ASSET MANAGEMENT L.P.
By: ________________________________
Name:
Title:
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT is made as
of [ ], 2004, by and between THE TOCQUEVILLE TRUST, a Massachusetts business
trust (the "Trust"), on behalf of its series THE TOCQUEVILLE INTERNATIONAL 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 Fund and the Investment Adviser are parties to an
Investment Advisory Agreement dated as of June 10, 1994, as amended March 24,
2000, pursuant to which the Investment Adviser serves as the investment adviser
for the Fund; and
WHEREAS, the Fund and Investment Adviser desire to amend the
Investment Advisory Agreement to reflect an increase in the advisory fee
breakpoints payable by the Fund to the Investment Adviser under such Agreement;
and
WHEREAS, this amendment to the Investment Advisory Agreement
has been approved by the Board of Trustees of the Trust and the shareholders of
the Fund.
NOW, THEREFORE, the parties hereby agree as follows:
1. The first sentence of Paragraph 8 of the Investment
Advisory Agreement is hereby amended to read as follows:
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 $1 billion and
.75% of the Fund's average daily net assets in excess of $1
billion.
2. The Investment Advisory Agreement, as expressly amended
hereby, shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT as of the day and year first
above written.
THE TOCQUEVILLE TRUST, on behalf of
THE TOCQUEVILLE INTERNATIONAL
VALUE FUND
By: ________________________________
Name:
Title:
TOCQUEVILLE ASSET MANAGEMENT L.P.
By: ________________________________
Name:
Title:
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT is made as of [ ],
2004, by and between THE TOCQUEVILLE TRUST, a Massachusetts business trust (the
"Trust"), on behalf of its series THE TOCQUEVILLE GOLD 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 Fund and the Investment Adviser are parties to an
Investment Advisory Agreement dated as of June 10, 1998, pursuant to which the
Investment Adviser serves as the investment adviser for the Fund; and
WHEREAS, the Fund and Investment Adviser desire to amend the Investment
Advisory Agreement to reflect an increase in the advisory fee breakpoints
payable by the Fund to the Investment Adviser under such Agreement; and
WHEREAS, this amendment to the Investment Advisory Agreement has been
approved by the Board of Trustees of the Trust and the shareholders of the Fund.
NOW, THEREFORE, the parties hereby agree as follows:
1. The first sentence of Paragraph 8 of the Investment
Advisory Agreement is hereby amended to read as follows:
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 $1 billion and
.75% of the Fund's average daily net assets in excess of $1
billion.
2. The Investment Advisory Agreement, as expressly amended
hereby, shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO
THE INVESTMENT ADVISORY AGREEMENT as of the day and year first above written.
THE TOCQUEVILLE TRUST, on behalf of
THE TOCQUEVILLE GOLD FUND
By: ________________________________
Name:
Title:
TOCQUEVILLE ASSET MANAGEMENT L.P.
By: ________________________________
Name:
Title:
Exhibit B
THE TOCQUEVILLE TRUST
(the "Trust")
NOMINATING COMMITTEE CHARTER
I. The Committee.
The Nominating Committee (the "Committee") is a committee of, and
established by, the Board of Trustees of the Trust (the "Board"). The Committee
consists of such number of members as set by the Board from time to time and its
members shall be selected by the Board. The Committee shall be comprised
entirely of "independent trustees." For purposes of this Charter, independent
trustees shall mean trustees who are not interested persons of the Trust as
defined in the Investment Company Act of 1940, as amended (the "1940 Act").
II. Board Nominations and Functions.
1. The Committee shall make recommendations for nominations for independent
trustee membership on the Board to (a) the incumbent independent trustee
members, if all independent trustees do not currently serve on the Committee,
and (b) the full Board. The selection and nomination of independent trustees
shall be committed solely to the discretion of the independent trustees. The
Committee shall evaluate candidates' qualifications for Board membership and the
independence of such candidates from the Trust's investment manager and other
principal service providers. Persons selected must be independent in terms of
both the letter and the spirit of the 1940 Act. The Committee shall also
consider the effect of any relationships beyond those delineated in the 1940 Act
that might impair independence, e.g., business, financial or family
relationships with investment managers or service providers.
2. The Committee also shall evaluate candidates' qualifications and make
recommendations for "interested" members on the Board to the full Board.
3. The Committee may, but shall not be required to, adopt from time to time
specific, minimum qualifications that the Committee believes a candidate must
meet before being considered as a candidate for Board membership. The Committee
shall comply with any rules adopted from time to time by the Securities and
Exchange Commission, and any applicable state and other laws, regarding
investment company nominating committees and the nomination of persons to be
considered as candidates for Board membership.
4. The Committee shall review shareholder recommendations for nominations to
fill vacancies on the Board if the Committee is required by law to do so. Any
such recommendations must be submitted in writing and addressed to the Committee
at the Trust's offices. The Committee's policy regarding its procedures for
considering
candidates for the Board, including any recommended by shareholders, is attached
hereto as Appendix A.
III. Committee Nominations and Functions.
1. The Committee shall make recommendations to the full Board for nomination
for membership on all committees of the Board.
2. The Committee shall review as necessary the responsibilities of any
committees of the Board, whether there is a continuing need for each committee,
whether there is a need for additional committees of the Board, and whether
committees should be combined or reorganized. The Committee shall make
recommendations for any such action to the full Board.
IV. Other Powers and Responsibilities.
1. The Committee shall meet at least once each year or more frequently in open
or executive sessions. The Committee may invite members of management, counsel,
advisers and others to attend its meetings as it deems appropriate. The
Committee shall have separate sessions with management and others, as and when
it deems appropriate.
2. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to retain special counsel
and other experts or consultants at the expense of the Trust.
3. The Committee shall report its activities to the Board and make such
recommendations as the Committee may deem necessary or appropriate.
4. A majority of the members of the Committee shall constitute a quorum for
the transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may meet in
person or by telephone, or other communication method by means of which all
persons participating in the meeting can hear each other at the same time.
5. The Committee shall review this Charter at least annually and recommend any
changes to the full Board.
Dated: March 18, 2004
APPENDIX A
NOMINATING COMMITTEE POLICY
REGARDING SELECTION OF TRUSTEE NOMINEES
When a vacancy on the Board exists or is anticipated, or when the
Nominating Committee ("Committee") deems it desirable to select a new or
additional trustee, the Nominating Committee will consider any candidate for
Trustee recommended by a current shareholder if the Committee is required by law
to do so. Any such recommendation must contain sufficient background information
concerning the candidate to enable the Committee to make a proper judgment as to
the candidate's qualifications. The Committee, however, will not be required to
solicit recommendations from the Trust's shareholders.
The Committee has not established specific, minimum qualifications that
must be met by an individual for the Nominating Committee to recommend that
individual for nomination as a Trustee. In seeking candidates to consider for
nomination to fill a vacancy on the Board, or when the Committee deems it
desirable to select a new or additional trustee, the Committee expects to seek
referrals from a variety of sources, including current trustees, management of
the Trust and counsel to the Trust. The Committee may also engage a search firm
to identify or evaluate or assist in identifying or evaluating candidates.
In evaluating candidates for a position on the Board, the Nominating
Committee considers a variety of factors, including, as appropriate:
(i) the candidate's knowledge in matters relating to the mutual
fund industry;
(ii) any experience possessed by the candidate as a director or
senior officer of public companies;
(iii) the candidate's educational background;
(iv) the candidate's reputation for high ethical standards and
personal and professional integrity;
(v) any specific financial, technical or other expertise possessed
by the candidate, and the extent to which such expertise would
complement the Board's existing mix of skills and qualifications;
(vi) the candidate's perceived ability to contribute to the ongoing
functions of the Board, including the candidate's ability and
commitment to attend meetings regularly and work collaboratively
with other members of the Board;
(vii) the candidate's ability to qualify as an independent trustee
for purposes of the 1940 Act, the candidate's independence from
Trust service providers and the existence of any other
relationships that might give rise to conflict of interest or the
appearance of a conflict of interest;
(viii) the candidate's age relative to any Trust age limitation on
nominations; and
(ix) such other factors as the Committee determines to be relevant
in light of the existing composition of the Board and any
anticipated vacancies or other transitions (e.g., whether or not a
candidate is an "audit committee financial expert" under the
federal securities laws).
Prior to making a final recommendation to the Board, the Committee may
conduct personal interviews with the candidates it concludes are the most
qualified. Any candidates recommended by shareholders will be evaluated in the
same manner.
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