What role does the Board play?
The Trustees serve as your representatives. They are fiduciaries and have an obligation to approval by shareholders, amendmentsserve the best interests of shareholders. The Trustees review each Fund’s performance, oversee the Trust and the Funds’ activities and review contractual arrangements with companies that provide services to the Investment Advisory Agreements which
would increaseTrust and Funds.
Do Trustees receive compensation for their services?
Each Independent Trustee receives compensation for his service on the advisory fee
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breakpointsBoard. The Interested Trustees do not receive compensation for their service on the Tocqueville Fund, the Small Cap Value Fund, the
International Value FundBoard. The Proxy Statement provides details about each Nominee and the Gold Fund.
The following table illustrates the advisory fee rates and breakpoints
under the current Investment Advisory Agreements and under the proposed
Investment Advisory Agreements and asset levels as of July 31, 2004:
- -------------------------------------------------------------------------------------------------------------
Current Investment Proposed Investment Asset Level as of
Advisory Fee Rates and Advisory Fee Rates and July 31, 2004
Breakpoints Breakpoints
- -------------------------------------------------------------------------------------------------------------
The Tocqueville Fund annual rate of 0.75% on annual rate of 0.75% on $ 139,957,804
the first $500 million of the first $1 billion of
average daily net assets, average daily net assets,
and 0.65% of average and 0.65% of average
daily net assets in daily net assets in
excess of $500 million excess of $1 billion
- -------------------------------------------------------------------------------------------------------------
The Tocqueville Small Cap annual rate of 0.75% on annual rate of 0.75% on $ 78,557,422
Value Fund the first $500 million of the first $1 billion of
average daily net assets, average daily net assets,
and 0.65% of average and 0.65% of average
daily net assets in daily net assets in
excess of $500 million excess of $1 billion
- -------------------------------------------------------------------------------------------------------------
The Tocqueville annual rate of 1.00% on annual rate of 1.00% on $ 176,900,444
International Value Fund the first $500 million of the first $1 billion of
average daily net assets, average daily net assets,
0.75% of the average and 0.75% of the average
daily net assets in daily net assets in
excess of $500 million excess of $1 billion
but not exceeding $1
billion, and 0.65% of the
average daily net assets
in excess of $1 billion
- -------------------------------------------------------------------------------------------------------------
The Tocqueville annual rate of 1.00% on annual rate of 1.00% on $ 452,399,191
Gold Fund the first $500 million of the first $1 billion of
average daily net assets, average daily net assets,
0.75% of the average and 0.75% of the average
daily net assets in daily net assets in
excess of $500 million excess of $1 billion
but not exceeding $1
billion, and 0.65% of the
average daily net assets
in excess of $1 billion
- -------------------------------------------------------------------------------------------------------------
The only changecompensation to be paid to the Investment Advisory Agreements resulting fromIndependent Trustees.
Who is paying for my shareholder meeting and Proxy Statement?
The Funds will bear the proposed amendments iscosts, fees and expenses incurred in connection with the change in the fee breakpoints. The maximum
advisory fee rates would remain the same. The form of amended Investment
Advisory Agreements are attached to this proxy statement as Exhibit A.
The effect of the proposed amendments to the Investment Advisory
Agreements is that the asset levels at which a breakpoint would become effective
would be higher. The higher breakpoints would
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increase the amount a Fund would have to pay the Fund's investment adviser once
the current breakpoint levels are reached (e.g., for asset levels in excess of
$500 million but not exceeding $1 billion the advisory fee rate would remain at
the maximum fee rate instead of dropping to the lower fee rate in place under
the current breakpoint structure). Based on current asset levels of the Funds as
of the date of this Proxy Statement there would be no actual impact on the
advisory fees paid by the Funds at this time.
Description of Current Investment Advisory Agreements.
- -----------------------------------------------------Statement. Tocqueville Asset Management L.P. (the "Adviser"“Advisor”), 1675 Broadway, has contractually agreed to limit certain expenses of certain Funds as part of expense limitation agreements and, to the extent that an agreement applies to a Fund, the Advisor will indirectly pay the proxy costs incurred by that Fund.
What is the required vote?
The proposal to elect eight (8) Trustees to the Board requires the affirmative vote of a plurality of the Shares voted at the Meeting in person or by proxy.
How does the Board suggest I vote in connection with the Proposal?
After careful consideration, the Board unanimously recommends that you vote FOR the approval of the Proposal.
How do I vote my Shares?
You can vote in any of the following ways:
Internet: Have your proxy card available. Vote on the Internet by accessing the website address on your proxy card. Enter your control number from your proxy card. Follow the instructions found on the website;
Telephone: Have your proxy card available. You may vote by telephone by calling the number on your proxy card. Enter the control number on the proxy card and follow the instructions provided (A confirmation of your telephone vote will be mailed to you.);
Mail: Vote, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope; or
In Person: You may attend the Meeting and vote in person by filling out a ballot.
When and where will the Meeting be held?
The Meeting will be held at 40 West 57th Street, 19th Floor, New York, New York 10019 acts ason Monday, February 2, 2015, at 10:00 a.m. Eastern Time, and any adjournment or postponement will be held at the investment advisersame location. If you plan to attend the Meeting in person, please RSVP at hbalk@tocqueville.com at least one day prior to the Meeting.
Whom should I call for more information about the Proxy Statement?
For more information regarding the Proxy Statement for the Meeting, please call 1-800-697-3863.
December 24, 2014
THE TOCQUEVILLE TRUST
THE TOCQUEVILLE FUND [TOCQX]
THE TOCQUEVILLE OPPORTUNITY FUND [TOPPX]
THE TOCQUEVILLE INTERNATIONAL VALUE FUND [TIVFX]
THE TOCQUEVILLE GOLD FUND [TGLDX]
THE DELAFIELD FUND [DEFIX]
THE TOCQUEVILLE SELECT FUND [TSELX]
THE TOCQUEVILLE ALTERNATIVE STRATEGIES FUND [TALSX]
40 West 57th Street, 19th Floor
New York, New York 10019
SPECIAL MEETING OF SHAREHOLDERS
To be held on Monday, February 2, 2015
PROXY STATEMENT
This is a Proxy Statement for the above listed funds (each, a “Fund” and collectively, the “Funds”), each of which is a series of The Tocqueville Trust (the “Trust”). Proxies for a Special Meeting of Shareholders of each Fund under separate
Investment Advisory Agreements which provide that the Adviser identify and
analyze possible investments for each Fund, and determine the amount, timing,
and form of those investments. The Adviser has the responsibility of monitoring
and reviewing each Fund's portfolio, on a regular basis, and recommending when
to sell the investments. All purchases and sales by the Adviser of securities in
each Fund's portfolio are subject at all times to the policies set forthbeing solicited by the Board of Trustees.
The current Investment Advisory Agreement betweenTrustees (the “Board,” “Board of Trustees” or the Tocqueville Fund
and the Adviser is dated February 26, 1990, as amended on March 24, 2000, and
was last submitted to shareholders on March 24, 2000, for the purpose of
approving an amendment to the fee breakpoints“Trustees”) of the Investment Advisory
Agreement. Trust to approve a proposal that has already been approved by the Board.
The current Investment Advisory Agreement betweenspecial meeting will be held at the Small Cap Value
Fund and the Adviser is dated June 10, 1994, as amended on March 24, 2000, and
was last submitted to shareholders on March 24, 2000, for the purpose of
approving an amendment to the fee breakpointsoffices of the Investment Advisory
Agreement. The current Investment Advisory Agreement betweenFunds’ investment adviser, Tocqueville Asset Management L.P., 40 West 57th Street, 19th Floor, New York, New York 10019, on Monday, February 2, 2015 at 10:00 a.m. Eastern Time (together with any adjournments or postponements thereof, the International
Value Fund and“Meeting”).
At the Adviser is dated June 10, 1994,Meeting, shareholders of all Funds, voting together as amendeda single class, will be asked:
1. To elect eight Trustees to serve on March 24, 2000,
and was last submitted to shareholders on March 24, 2000, for the purpose of
approving an amendment to the fee breakpoints of the Investment Advisory
Agreement. The current Investment Advisory Agreement between the Tocqueville
Gold Fund and the Adviser is dated June 10, 1998 and has not been submitted to
shareholders since its initial approval by the sole shareholder of the Fund.
On September 18, 2003, the Board of Trustees until their resignation, retirement, death or removal or until their respective successors are duly elected and qualified (the “Proposal”).
2. To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked on the proxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of the Funds’ shares of beneficial interest (“Shares”) will be voted “FOR” the Proposal. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Meeting or any adjournments or postponements thereof. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person, or by written notice to the Secretary of the Trust unanimously(addressed to the Secretary, The Tocqueville Trust, 40 West 57th Street, 19th Floor, New York, New York 10019). However, attendance at the Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be voted in accordance with specifications therein. If you hold Fund shares through a financial intermediary, please consult your financial intermediary regarding your ability to revoke voting instructions.
Only shareholders or their duly appointed proxy holders can attend the Meeting and any adjournment or postponement thereof. Photographic identification and proof of ownership will be required for admission to the Meeting. For directions to the meeting, please contact the Funds at 212-698-0800. If you are planning to attend the Meeting, please RSVP to hbalk@tocqueville.com at least one day prior to the Meeting. If a broker or other nominee holds your Shares and you plan to attend the Meeting, you should bring a recent brokerage statement showing your ownership of the Shares, as well as a form of personal identification. If you are a beneficial owner and plan to vote at the Meeting, you should also bring a proxy card from your broker.
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The record date for determining shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof has been fixed at the close of business on December 19, 2014 (the “Record Date”), and each shareholder of record at that time is entitled to cast one vote for each full Share, and a proportionate fractional vote for each fractional Share, registered in his or her name. As of the Record Date, the following number of Shares were outstanding and entitled to be voted:
Fund | Number of Shares | |||
The Tocqueville Fund | 11,531,413 | |||
The Tocqueville Opportunity Fund | 3,615,602 | |||
The Tocqueville International Value Fund | 16,487,730 | |||
The Tocqueville Gold Fund | 37,179,088 | |||
The Delafield Fund | 7,887,159 | |||
The Tocqueville Select Fund | 40,798,149 | |||
The Tocqueville Alternative Strategies Fund | 1,508,274 | |||
Total | 119,007,415 | |||
You should read the entire Proxy Statement before voting. If you have any questions, please call the Funds toll-free at 1-800-697-3863. The Proxy Statement, Notice of Special Meeting and the proxy card(s) are first being mailed to shareholders on or about January 2, 2015.
The most recent Annual and Semi-Annual Reports for the Funds, including financial statements, previously have been furnished to shareholders. If you would like to receive additional copies of these reports free of charge, please write to the The Tocqueville Trust, c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 or call toll-free at 1-800-697-3863. The reports also are available on the Fund’s website athttp://www.tocqueville.com/mutual-funds and the website of the Securities and Exchange Commission (“SEC”) atwww.sec.gov.
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PROPOSAL: ELECTION OF TRUSTEES FOR THE TRUST
The proposal relates to the election of eight (8) Trustees to the Trust’s Board. At a meeting on December 18, 2014, the Board approved the continuationnomination of eight individuals (each a “Nominee,” and collectively, the “Nominees”) for election as Trustees of the Investment Advisory AgreementsTrust. Shareholders are asked to elect the Nominees as Trustees, effective Monday, February 2, 2015 or upon shareholder approval, whichever is later, each to hold office for life until his or her resignation, retirement, death or removal or until his or her respective successor is duly elected and qualified.
The Nominees include Charles W. Caulkins, Alexander Douglas, Charles F. Gauvin, James W, Gerard, William F. Indoe, Robert W. Kleinschmidt, William J. Nolan III, and Francois D. Sicart. Each Nominee, with the exception of Mr. Kleinschmidt and Mr. Sicart, are independent or disinterested persons, which means they are not an “interested person” of the Trust, as defined in the 1940 Act. Such individuals are commonly referred to as “Independent Trustees.” Mr. Kleinschmidt and Mr. Sicart, if elected, would serve as “Interested Trustees.”
The Trust’s Governance and Nominating Committee, which consists solely of Independent Trustees, considered recommendations for Trustees nominees, and considered the qualifications, experience and background of each of the Funds subjectNominees. Based upon this review, the Governance and Nominating Committee recommended each Nominee to the Trust’s Board as a candidate for nomination as an Independent Trustee or Interested Trustee. After discussion and consideration of the matter, the Board voted to nominate the Nominees for election by shareholders. Each Nominee has consented to serve as a Trustee and to being named in this proposal for an additional one-year period.
Reason to Vote ForProxy Statement.
Information about the Proposal.
- -------------------------------
Nominees
The Trustee Nominees and their backgrounds are shown on the following pages. This information includes each Trustee Nominee’s name, age, principal occupation(s) during the past five years and other information about the Trustee Nominee’s professional background, including other directorships the Trustee Nominee holds.
Trustee Nominees
Name, Position(s) Address(1) and Age | Term of | Number of Funds in Fund Complex Overseen by Trustee(3) | Principal Occupation(s) During Past Five Years | Other Directorships Held by Trustee | ||||
INDEPENDENT NOMINEES(4) | ||||||||
Charles W. Caulkins (57) Trustee, Member of the Audit Committee, Member of the Governance and Nominating Committee | Indefinite Term; Since 2003 | 7 | Private Investor from January 2012-present; Partner, Chora Capital, LLC from June 2010-December 2011; Director of Marketing, L.R. Global Partners from January 2008-May 2010; President, Arbor Marketing, Inc. from October 1994-December 2007. | Director, Stepping Stones from January 2012-present; Director, Phoenix House from January 2001-2007. | ||||
Alexander Douglas (66) Trustee, Member of the Audit Committee, Member of the Governance and Nominating Committee | Indefinite Term, Since 2010 | 7 | Retired. Formerly, President, CEO and owner of Spaulding Law Printing, Inc., from 1992-November 2014. | None. | ||||
Name, Position(s) Address(1) and Age | Term of Served(2) | Number of Funds in Fund Complex Overseen by Trustee(3) | Principal Occupation(s) During Past Five Years | Other Directorships Held by Trustee | ||||
Charles F. Gauvin (58) None | New Independent Trustee Nominee | N/A | Executive Director, Maine Audubon, from August 2014-present; Chief Development Officer, Carnegie Endowment for International Peace, from September 2011-May 2014; Partner, The Riparian Fund/Legacy Ranch Partners (private equity real estate fund), from February 2010-December 2012; President and CEO, Trout Unlimited (fish and river conservation), from April 1991-February 2010. | Director, Bioqual, Inc., July 1992- present. | ||||
James W. Gerard (52) Trustee, Member of the Audit Committee, Member of the Governance and Nominating Committee | Indefinite Term, Since 2001 | 7 | Managing Director, North Sea Partners, from January 2010-present; Principal, Juniper Capital Group, LLC (formerly known as Argus Advisors International, LLC) from August 2003-December 2009; Managing Director, The Chart Group from January 2001-present. | Director and Treasurer, American Overseas Memorial Day Association, 1998-present; Director and Treasurer ASPCA, 1998-2008; Trustee, Salisbury School, 2005-present; Director, American Friends of Bleraucourt, 1992- present. | ||||
William F. Indoe (71) Trustee, Member of the Audit Committee, Member of the Governance and Nominating Committee | Indefinite Term, Since December 2006 | 7 | Senior Counsel, Sullivan & Cromwell LLP (attorneys-at-law), from 1968-present. | Director, Rho Capital Partners, Inc., 1990 – present. | ||||
William J. Nolan III (66) Trustee, Member of the Audit Committee, Member of the Governance and Nominating Committee | Indefinite Term, Since December 2006 | 7 | Retired. Formerly, Executive Vice President & Treasurer PaineWebber Inc., from 1997-2001. | Trustee, Adirondack Museum, Blue Mt. Lake, NY 1996-present (Treasurer, 2000-2013; Chair of the Investment Committee, 2009-present). | ||||
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Name, Position(s) Address(1) and Age | Term of | Number of Funds in Fund Complex Overseen by Trustee(3) | Principal Occupation(s) During Past Five Years | Other Directorships Held by Trustee | ||||
| INTERESTED NOMINEES(5) | ||||||||
Robert W. Kleinschmidt (65) Trustee | Indefinite Term, Since 1991 | 7 | President and Chief Investment Officer of Tocqueville Asset Management; Director, Tocqueville Management Corporation, the General Partner of Tocqueville Asset Management L.P. and Tocqueville Securities L.P. from January 1994 -present; and Managing Director from July 1991-January 1994; Partner, David J. Greene & Co. from May 1978-July 1991. | President and Director, Tocqueville Management Corporation, the General Partner of Tocqueville Asset Management L.P. and Tocqueville Securities L.P. | ||||
François D. Sicart (70) Trustee | Indefinite Term, Since 1987 | 7 | Chairman, Tocqueville Management Corporation, the General Partner of Tocqueville Asset Management L.P. and Tocqueville Securities L.P. from January 1990-present; Chairman and Founder, Tocqueville Asset Management Corporation from December 1985-January 1990; Vice Chairman of Tucker Anthony Management Corporation from 1981-October 1986; Vice President (formerly general partner) among other positions with Tucker Anthony, Inc. from 1969-January 1990. | Chairman and Director, Tocqueville Management Corporation, the General Partner of Tocqueville Asset Management L.P. and Tocqueville Securities L.P. from January 1990-present. | ||||
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| (1) | Address: 40 West 57th Street, 19th Floor, New York, New York, 10019, unless otherwise noted. |
| (2) | 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. |
| (3) | The Fund Complex is comprised of The Tocqueville Fund, The Tocqueville Opportunity Fund, The Tocqueville International Value Fund, The Tocqueville Gold Fund, The Delafield Fund, The Tocqueville Select Fund, and The Tocqueville Alternative Strategies Fund. |
| (4) | Trustees who are not considered to be “interested persons” of the Trust as defined in the 1940 Act are considered to be “Independent Trustees.” |
| (5) | Trustees who are considered to be “interested persons” of the Trust as defined in the 1940 Act are considered to be “Interested Trustees.” Mr. Kleinschmidt and Mr. Sicart are considered “interested persons” because of their affiliation with the Advisor. |
Additional Information about the Board of Trustees and Trustee Nominees
The Role of the Board
The Board of Trustees (the “Board”) oversees the management and operations of the Tocqueville Trust (the “Trust”). Like most mutual funds, the day-to-day management and operation of the Fund is performed by various service providers to the Trust, such as the Trust’s Advisor, distributor, custodian, and sub-Administrator.
The Board has appointed senior employees of the Advisor as officers of the Trust, unanimously recommends thatwith responsibility to monitor and report to the shareholders ofBoard on the Tocqueville Fund, the Small Cap Value Fund, the
International Value FundTrust’s operations. The Board receives quarterly reports from these officers and the Gold Fund voteTrust’s service providers regarding the Trust’s operations and more frequent reporting of issues identified by the officers as appropriate for immediate Board attention. The Advisor provides periodic updates to approve an amendment to each
respective Fund's Investment Advisory Agreement to increase the advisory fee
breakpoints for these Funds.
In determining whether to approve the amended Investment Advisory
Agreements, the Board consideredregarding general market conditions and the scopeimpact that these market conditions may have on the Fund. The Board has appointed a Chief Compliance Officer who administers the Trust’s compliance program and quality of services provided by
the Adviser and particularly the personnel responsible for providing servicesregularly reports to the Funds.Board as to compliance matters. Some of these reports are provided as part of formal “Board Meetings” which are typically held quarterly, in person, and involve the Board’s review of recent Trust operations. The Board also reviewed financial data onholds special meetings when necessary and from time to time one or more members of the Adviser's profitability
relatingBoard may also consult with management in less formal settings, between scheduled “Board Meetings”, to itsdiscuss various topics. In all cases, however, the role of the Board and of any individual Trustee is one of oversight and not of management of the Funds. day-to-day affairs of the Trust and its oversight role does not make the Board a guarantor of the Fund’s investments, operations or activities.
6
Board Structure, Leadership
The Board also focusedhas structured itself in a manner that it believes allows it to perform its oversight function effectively. It has established two standing committees, an Audit Committee and a Governance and Nominating Committee, which are discussed in greater detail under “Board Committees” below. If all of the Nominees are elected, 75% of the members of the Board will be Independent Trustees. Each of the Audit and Governance and Nominating Committees is comprised entirely of Independent Trustees. The Chairman of the Board has been chairman of the Advisor for over 23 years. The Independent Trustees help identify matters for consideration by the Board. The Board reviews its structure annually. In developing its structure, the Board has considered that the Chairman of the Board, as chairman of the Advisor, can provide valuable input based on the Adviser's
reputation and long-standing relationshiphis tenure with the Funds. In addition, the Board
discussed the Adviser's track record of monitoring the Funds to assure that the
Funds have been in compliance with their investment policiesAdvisor and restrictions
and also to assure that they have been in compliance with the requirements of
the 1940 Act and related securities regulations.
Performance and Expenses of the Funds:
The Board's analysis of the Funds' performance and expenses included
discussion and review of the following materials: (i) performance data of the
Funds and funds that have a similar investment objective and that are of
comparable size (the "Peer Groups"), (ii) performance data of the Funds compared
to relevant stock indices, and (iii) data concerning the fees and expenses of
the Funds compared to their
5
Peer Groups. In particular, the Board noted that the Funds had consistently
performed wellexperience in the last year, generally outperforming their benchmarks and
that the overall expense ratiostypes of the Funds were in line with their Peer
Groups. In particular, as of April 30, 2004, with respect to the one-year
average annual returns, The Tocqueville Fund had returned 39.05%, outperforming
the S&P 500 Index which returned 22.88%; The Small Cap Value Fund had returned
60.45%, outperforming the Russell 2000 Index which had returned 42.01%; The
International Value Fund had returned 60.90%, outperforming the Morgan Stanley
EAFE Index which had returned 40.75%; and The Gold Fund had returned 37.37%,
outperforming the S&P 500 Index and the Philadelphia Stock Exchange Gold &
Silver Index which had returned 22.88% and 26.86%, respectively. The Board
considered the fact that the advisory fees of all Funds, with the exception of
the Gold Fund, were in line with the average of what the Peer Group was charging
based on Peer Group data and additional breakpoint data provided by the Adviser.
The Board further observed that, even though the Gold Fund's advisory fee was on
the higher end of the Peer Group scale, the Fund's performance was generally
above that of its Peer Group. The Board also acknowledged the specialized
knowledge required to manage the Gold Fund due to the nature of the securities in which the Fund invests. Other Factors:
The Board has also determined that the function and composition of the Audit and Governance and Nominating Committees are appropriate means to provide effective oversight on behalf of Trust shareholders and address any potential conflicts of interest that may arise from the Chairman’s status as an Interested Trustee.
Board Oversight of Risk Management
The Board of Trustees oversees various elements of risk relevant to the business of the Trust. Risk is a broad category that covers many areas, including, without limitation, financial and investment risk, compliance risk, business and operational risk and personnel risk. The Board and its Committees receive and review various reports on such risk matters and discuss the results with appropriate management and other personnel. Because risk management is a broad concept comprised of many elements, Board oversight of different types of risks is handled in different ways. For example, the Audit Committee meets regularly with the Treasurer and the Trust’s independent public accounting firm and, when appropriate, with other personnel of the Advisor to discuss, among other things, the internal control structure of the Trust’s financial reporting function as well as other accounting issues. The Independent Trustees meet with the Chief Compliance Officer to discuss compliance risks relating to the Trust, the Advisor and the other service providers. In addition, one of the Independent Trustees is a member of the Trust’s Valuation Committee. The full Board receives reports from the Advisor as to investment risks as well as other risks. The full Board also receives reports from the Audit Committee regarding the risks discussed during the committee meetings. Further, the Board discusses operational and administrative risk issues with the officers of the Trust who are also senior personnel of the Advisor.
Information about Each Trustee’s Qualification, Experience, Attributes or Skills
The Board believes that each of the Trustees has the qualifications, experience, attributes and skills (“Trustee Attributes”) appropriate to their continued service as a Trustee of the Trust in light of the Trust’s business and structure. In addition to a demonstrated record of business and/or professional accomplishment, most of the Trustees have served on boards for organizations other than the Trust, and have served on the Board for a number of years. They therefore have substantial board experience and, in their service to the Trust, have gained substantial insight as to the operation of the Trust and have demonstrated a commitment to discharging oversight duties as trustees in the interests of shareholders. The Board annually conducts a “self-assessment” wherein the effectiveness of the Board and individual Trustees is reviewed. In conducting its annual self-assessment, the Board has determined that the Trustees have the appropriate attributes and experience to continue to serve effectively as Trustees of the Trust.
In addition to the information provided in the charts above, factors,certain additional information regarding the Trustees and their Trustee Attributes is provided below. The information is not all-inclusive. Many Trustee Attributes involve intangible elements, such as intelligence, integrity and work ethic, along with the ability to work together, to communicate effectively, to exercise judgment and ask incisive questions, and commitment to shareholder interests.
Mr. Caulkins is experienced with investment and regulatory matters through his former position as a Partner at Chora Capital, an investment firm, as well as from his prior experiences as a Marketing Manager at L.R. Global Partners, a money management firm and the President of Arbor Marketing, Inc. In addition, Mr. Caulkins has experience serving on the boards of several nonprofit organizations and, in serving on these boards, Mr. Caulkins has come to understand and appreciate the role of a director and has been exposed to many of the challenges facing a board and the appropriate ways of dealing with those challenges. Mr. Caulkins has over 10 years of experience on the Board of the Trust and therefore understands the regulation, management and oversight of mutual funds.
7
Mr. Douglas has over 20 years of experience as the former President, CEO and owner of Spaulding Law Printing, Inc. and understands the various aspects and challenges involved in running a corporation.
Mr. Gauvin has over 20 years of experience as a CEO and is well versed in managing a wide array of businesses and investment risks. Mr. Gauvin also discussedhas experience serving as a director for a life science research company and, in serving on this board, Mr. Gauvin has come to understand and appreciate the Adviser's practices regardingrole of a director and has been exposed to many of the selectionchallenges facing a board and compensationthe appropriate ways of brokersdealing with these challenges.
Mr. Gerard is experienced with financial, investment and dealers that execute portfolio transactionsregulatory matters through his position as a Managing Director of North Sea Partners, as well as from his prior position as the Principal at Juniper Capital Group, LLC. Mr. Gerard has experience serving on the boards of numerous nonprofit organizations and, in serving on these boards, Mr. Gerard has come to understand and appreciate the role of a director and has been exposed to many of the challenges facing a board and the appropriate ways of dealing with those challenges. Mr. Gerard has over 12 years of experience on the Board of the Trust and therefore understands the regulation, management and oversight of mutual funds. Mr. Gerard also serves as an Audit Committee Financial Expert for the FundsTrust and is the Trustee representative on the Trust’s Valuation Committee.
Mr. Indoe is an attorney, with a practice focusing on tax and investment matters. Mr. Indoe also has experience serving as a director for a private equity firm, as well as prior experience on the Board of a predecessor mutual fund, and in serving on these boards, Mr. Indoe has come to understand and appreciate the role of a director and has been exposed to many of the challenges facing a board and the brokers'appropriate ways of dealing with those challenges. Mr. Indoe has over 7 years of experience on the Board of the Trust and dealers' provisiontherefore understands the regulation, management and oversight of brokeragemutual funds.
Mr. Nolan is experienced with financial, investment and research servicesregulatory matters through his former position as an Executive Vice President and Treasurer for PaineWebber Inc. Mr. Nolan also served on the Board of Directors of the Public Securities Association (a predecessor of the Securities and Financial Markets Association) from 1988 to 1991. Additionally, Mr. Nolan has experience serving on the board of a nonprofit organization and, in serving on this board, Mr. Nolan has come to understand and appreciate the role of a director and has been exposed to many of the challenges facing a board and the appropriate ways of dealing with those challenges. Mr. Nolan has over 7 years of experience on the Board of the Trust and therefore understands the regulation, management and oversight of mutual funds. Mr. Nolan also serves as Audit Committee Chair and as an Audit Committee Financial Expert for the Trust.
Mr. Sicart is chairman of the Advisor. As chairman of the Advisor, Mr. Sicart has intimate knowledge of the Advisor and the Trust, its operations, personnel and financial resources. His position of responsibility at the Advisor, in addition to his knowledge of the firm, has been determined to be valuable to the Adviser (including
transactions processed through affiliates of the Adviser).
The Board determined that the proposed fees to be payable under the
amended Investment Advisory Agreements were fair and reasonable with respect to
the services that the Adviser provides and in light of the other factors
described above that the Board deemed relevant. The Board based its decision on
an evaluation of all these factors as a whole and did not consider any one
factor as all-important or controlling.
Trustees Recommendation. The trustees unanimously recommend that shareholders
approve the proposed amendments to the Investment Advisory Agreements to
increase the advisory fee breakpoints. If this proposal is not approved, the
current advisory fee breakpoints will remain in effect.
The favorable vote of a "majority of the outstanding voting
securities," as defined in the 1940 Act, of each 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 (l) the holders of 67% or
more of the Shares of each Fund represented at the Meeting, if more than 50% of
the Shares each Fund are represented at the Meeting, or (2) more than 50% of the
outstanding Shares of each Fund, whichever is less.
The trustees unanimously recommend that the shareholders of the Funds
vote in favor of Proposal 2.
6
Information About the Adviser, Administrator and Distributor.
- ------------------------------------------------------------
The following individuals are general partners and/or principal
executive officers of the Adviser:
- -------------------------------------------------------------------------------------------------------------
Name and Address Principal Occupation
- -------------------------------------------------------------------------------------------------------------
Francois D. Sicart Founder, Tocqueville Management Corporation, the
1675 Broadway General Partner of Tocqueville Asset Management
New York, New York 10019 L.P. and Lepercq, de Neuflize/Tocqueville
Securities, L.P.
- -------------------------------------------------------------------------------------------------------------
Robert Kleinschmidt President, Chief Investment Officer and Director,
1675 Broadway Tocqueville Management Corporation and President,
New York, New York 10019 Tocqueville Asset Management L.P.
- -------------------------------------------------------------------------------------------------------------
Elizabeth F. Bosco Compliance Officer, Tocqueville Asset Management
1675 Broadway L.P.
New York, New York 10019
- -------------------------------------------------------------------------------------------------------------
Roger Cotta Chief Operating Officer, Tocqueville Asset
1675 Broadway Management L.P.
New York, New York 10019
- -------------------------------------------------------------------------------------------------------------
Tocqueville Management Corporation, N/A
General Partner
1675 Broadway
New York, New York 10019
- -------------------------------------------------------------------------------------------------------------
Francois Sicart, Robert Kleinschmidt, Elizabeth Bosco and Roger Cotta are also
trustees and/or officersoversight of the Trust. ForMr. Sicart has over 26 years of experience on the Board of the Trust and therefore understands the regulation, management and oversight of mutual funds.
Mr. Kleinschmidt is the President and Chief Investment Officer of the Advisor. As President and Chief Investment Officer of the Advisor, Mr. Kleinschmidt has intimate knowledge of the Advisor and the Trust, its operations, personnel and financial resources. His position of responsibility at the Advisor, in addition to his knowledge of the firm, has been determined to be valuable to the Board in its oversight of the Trust. Mr. Kleinschmidt has over 22 years of experience on the Board of the Trust and therefore understands the regulation, management and oversight of mutual funds.
Board Meetings
The Trust’s Board held four regular meetings and two special meetings during the fiscal year ended October 31, 2003, the Adviser received
advisory fees from the Funds under the Investment Advisory Agreements as
follows: the Tocqueville Fund: $559,545 (of which amount $51,169 was waived);
the Small Cap Value Fund: $460,594; the International Value Fund: $916,873; and
the Gold Fund: $2,343,663. If the proposed increased advisory fee breakpoints
had been in effect for the fiscal year ended October 31, 2003, the fees paid by
the Funds to the Adviser would not have been affected. These services will
continue to be provided after the amendments to the Investment Advisory
Agreements are approved.
The Adviser also acts as investment adviser for The Tocqueville Alexis
Trust (the "Alexis Trust") which has a similar investment objective to The
Tocqueville Fund. Pursuant to an investment advisory agreement between the
Alexis Trust and the Adviser, the Alexis Trust pays to the Adviser an investment
advisory fee, accrued daily and payable monthly in arrears, at an annual rate of
0.60% of the Alexis Trust's average daily net assets. For the fiscal year ended
October 31, 2003, the Alexis Trust paid investment advisory fees of $401,919 to
the Adviser.
The Adviser also acts as the Trust's administrator and supervises
administration of the Funds pursuant to an Administrative Services Agreement.
Under the Administrative Services Agreement, the Adviser 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. For these
services and facilities, the Adviser receives a fee computed and paid monthly at
an annual rate of 0.15% of the average
7
daily net assets of each Fund. For the fiscal year ended October 31, 2003, the
Adviser received administrative fees under the Administrative Services Agreement
as follows: the Tocqueville Fund: $111,909; the Small Cap Value Fund: $92,119;
the International Value Fund: $137,531; and the Gold Fund: $351,550. It is
currently intended that the Adviser will continue to provide these services
after the amendments to the Investment Advisory Agreements are approved.
Lepercq, de Neuflize/Tocqueville Securities, L.P. (the "Distributor"),
an affiliate of the Adviser, located at 1675 Broadway, New York, New York 10019,
serves as the Fund's distributor and principal underwriter pursuant to the
amended Distribution Agreement dated September 30, 2003. For the fiscal year
ended October 31, 2003, the Distributor received fees under the Distribution
Agreement as follows: the Tocqueville Fund: $186,515; the Small Cap Value Fund:
$153,531; the International Value Fund: $229,218; and the Gold Fund: $585,916.
It is currently intended that the Distributor will continue to provide these
services after the amendments to the Investment Advisory Agreements are
approved.
For the fiscal year ended October 31, 2003, the brokerage commissions
paid by the Funds to the Distributor were as follows: the Tocqueville Fund:
$110,593; the Small Cap Value Fund: $159,738; the International Value Fund:
$56,262; and the Gold Fund: $327,731. For the fiscal year ended October 31,
2003, the percentage of each Fund's brokerage commissions paid to the
Distributor were as follows: the Tocqueville Fund: 64%; the Small Cap Value
Fund: 39%; the International Value Fund: 19%; and the Gold Fund: 26%.
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.2014. During the fiscal year ended October 31, 2003, the Board of Trustees met
five times, and2014, each trusteecurrent Trustee attended at least 75% of the board meetings.
Information Aboutmeetings of the Trust's Audit Committee.
- ---------------------------------------------
Trust’s Board of Directors.
8
Board Committees
The TrustBoard has an Audit Committee that meets at least annually to select, oversee and set the compensation of the Trust'sTrust’s independent registered public accounting firm.firm (the “accountants”). The Audit Committee is responsible for pre-approving all audit and non-audit services performed by the independent registered public
accounting firmaccountants for the Trust and for pre-approving certain non-audit services performed by the independent registered public accounting firmaccountants for the AdviserAdvisor and certain control persons of the Adviser.Advisor. The Audit Committee also meets with the Trust's independent registered public accounting firmTrust’s accountants to review the Trust'sTrust’s financial statements and to report on its findings to the Board, and to provide the independent registered public accounting firmaccountants the opportunity to report on various other matters. The Audit Committee also acts as the Trust'sTrust’s qualified legal compliance committee. The members of the Audit Committee is currently comprised of
Lucille G. Bono, Guy A. Main, Inge Heckel, Larry M. Senderhauf,are Charles W. Caulkins, andAlexander Douglas, James W. Gerard, who are disinterested trustees. William F. Indoe and William J. Nolan III. If elected, Mr. Gauvin will also be a member of the Audit Committee. Mr. Nolan serves as Chairman of the Audit Committee.
The Audit Committee
met twice during the fiscal year ended October 31, 2003.
Information About the Trust's Nominating Committee.
- --------------------------------------------------
The TrustBoard has a Governance and Nominating Committee currently comprised of Lucille G.
Bono, Guy A. Main, Inge Heckel, Larry M. Senderhauf, Charles W. Caulkins, andAlexander Douglas, James W. Gerard, who are disinterested trustees,William F. Indoe and William J. Nolan III to whose discretion the selection and nomination of trustees who are not "interested“interested persons,"” as defined in the 1940 Act, of
8
TheIf elected, Mr. Gauvin will also be a member of the Governance and 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.Committee. This Committee currently does notwill consider nomineesany candidate for Trustee recommended by shareholders unlessa current shareholder if the committeeCommittee 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 officeThe mailing address 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 trusteeeach 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 trusteeofficer 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"40 West 57th Street, 19th Floor, New York, NY 10019.
Share Ownership of the Trust is definedAdvisor, Distributor or Affiliates
As of November 30, 2014, neither the Independent Trustees nor members of their immediate family, own securities beneficially or of record in the 1940 Act. Mr. Sicart
and Mr. Kleinschmidt are considered "interested persons" becauseAdvisor, Tocqueville Securities, L.P., the Funds’ distributor (the “Distributor”), or an affiliate of the Advisor or Distributor. Accordingly, neither the Independent Trustees nor members of their affiliation withimmediate family, have direct or indirect interest, the Adviser.
12
Number of
Fundsvalue of which exceeds $120,000, 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 earliestAdvisor, the Distributor or any of (i)their affiliates. In addition, during the next meetingtwo most recently completed calendar years, neither the Independent Trustees nor members of shareholders, iftheir immediate families have conducted any called fortransactions (or series of transactions) in which the purposeamount involved exceeds $120,000 and to which the Advisor, the Distributor or any affiliate thereof was a party.
Share Ownership 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 showsbelow sets forth the dollar range of equity securities of each Fund shares beneficially owned as of November 30, 2014 by each trusteeTrustee standing for election at the Meeting. As of November 30, 2014, the Trustees and officers as a group owned beneficially 7.48% of July 31, 2004:
the Tocqueville Fund’s outstanding shares, 8.92% of the Tocqueville Opportunity Fund’s outstanding shares, 2.87% of the Tocqueville International Value Fund’s outstanding shares, 0.13% of the Tocqueville Gold Fund’s outstanding shares, 0.27% of the Delafield Fund’s outstanding shares, 1.65% of the Tocqueville Select Fund’s outstanding shares, and 2.27% of the Tocqueville Alternative Strategies Fund’s outstanding shares.
9
Name of Trustee | Name of Fund | Dollar Range of Equity Securities in each Fund | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Nominee in Family of Investment Companies | |||
| INDEPENDENT NOMINEES: | ||||||
| Charles W. Caulkins | Tocqueville Fund Opportunity Fund International Value Fund Gold Fund The Delafield Fund The Select Fund The Tocqueville Alternative Strategies Fund | Over $100,000 $10,001 - $10,001 - $1 - $10,000 None $10,001 - $50,000 None | Over $100,000 | |||
| Alexander Douglas | Tocqueville Fund Opportunity Fund International Value Fund Gold Fund The Delafield Fund The Select Fund The Tocqueville Alternative Strategies Fund | Over $100,000 None $50,001 - $50,001 - $100,000 $50,001 - $100,000 None Over $100,000 | Over $100,000 | |||
| Charles F. Gauvin | Tocqueville Fund Opportunity Fund International Value Fund Gold Fund The Delafield Fund The Select Fund The Tocqueville Alternative Strategies Fund | None None None None None None None | None | |||
| James W. Gerard | Tocqueville Fund Opportunity Fund International Value Fund Gold Fund The Delafield Fund The Select Fund The Tocqueville Alternative Strategies Fund | Over $100,000 $10,001 - Over $100,000 Over $100,000 $10,001 - Over $100,000 $10,001 - $50,000 | Over $100,000 | |||
| William F. Indoe | Tocqueville Fund Opportunity Fund International Value Fund Gold Fund The Delafield Fund The Select Fund The Tocqueville Alternative Strategies Fund | Over $100,000 None None None None Over $100,000 None | Over $100,000 | |||
| William J. Nolan III | Tocqueville Fund Opportunity Fund International Value Fund Gold Fund The Delafield Fund The Select Fund The Tocqueville Alternative Strategies Fund | Over $100,000 $10,001 - $50,000 $10,001 - $50,000 None $10,001 - $50,000 None None | Over $100,000 | |||
10
| INTERESTED NOMINEES: | ||||||
| Robert W. Kleinschmidt | Tocqueville Fund Opportunity Fund International Value Fund Gold Fund The Delafield Fund | |||||
| Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 | Over $100,000 | |||||
| Francois D. Sicart | Tocqueville Fund Opportunity Fund International Value Fund Gold Fund The Delafield Fund The Select Fund The Tocqueville Alternative Strategies Fund | Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 None None | Over $100,000 | |||
Trustee Compensation.
- --------------------
and Officer Compensation
The Trust does not pay direct remuneration to any officer of the Trust. For the fiscal year ended October 31, 2003,2014, the Trust paidreimbursed 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 trusteeAdvisor $150,000 for the Trust'sservices of the chief compliance officer. For the fiscal year ended October 31, 2003.2014, the Trust paid the “disinterested” Trustees an aggregate of $566,000. Each disinterested Trustee received $20,000 per Board meeting attended in person or via telephone, $3,000 per special Board meeting attended and $2,500 per Audit Committee meeting attended in person or via telephone. The Audit Committee Chairman and the Trustee serving on the Trust’s Valuation Committee were each paid an additional $2,500 per quarter. The disinterested Trustees’ compensation is allocated by the Funds’ average net assets. See the Compensation Table
Table.
Name of Person, Position | Aggregate Compensation from Trust | Pension or Retirement Benefits Accrued as Part of Trust Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from Trust and Fund Complex Paid to Trustees | ||||||||||||
Charles W. Caulkins, Trustee | $ | 91,000 | $ | 0 | $ | 0 | $ | 91,000 | ||||||||
Alexander Douglas, Trustee | $ | 91,000 | $ | 0 | $ | 0 | $ | 91,000 | ||||||||
Charles F. Gauvin* | N/A | N/A | N/A | N/A | ||||||||||||
James W. Gerard, Trustee | $ | 101,000 | $ | 0 | $ | 0 | $ | 101,000 | ||||||||
William F. Indoe, Trustee | $ | 91,000 | $ | 0 | $ | 0 | $ | 91,000 | ||||||||
Robert W. Kleinschmidt, Trustee | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Guy A. Main, Trustee** | $ | 101,000 | $ | 0 | $ | 0 | $ | 101,000 | ||||||||
William J. Nolan III, Trustee | $ | 91,000 | $ | 0 | $ | 0 | $ | 91,000 | ||||||||
François D. Sicart, Trustee | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| * | Mr. Gauvin is not currently a Trustee of |
| ** | Mr. Main retired as a Trustee of the Trust |
11
Officers
Name, Position(s) Address(1) and Age | Term of Office and | Principal Occupation(s) During Past Five Years | ||
Helen Balk (41) Treasurer | Indefinite Term, Since 2014 | Controller / Treasurer of Tocqueville Asset Management from January 2014 to present; Manager / Staff Accountant at Pegg & Pegg LLP from August 1995 to January 2014. | ||
Elizabeth Bosco (66) Anti-Money Laundering Compliance Officer | Indefinite Term, Since 2009 | Chief Compliance Officer of Tocqueville Securities, L.P. from January 2009 to present; Compliance Officer, Tocqueville Securities L.P. and Tocqueville Asset Management from January 1997 to January 2009. | ||
Robert W. Kleinschmidt (65) President | Indefinite Term, Since 1991 | President and Chief Investment Officer of Tocqueville Asset Management; Director, Tocqueville Management Corporation, the General Partner of Tocqueville Asset Management L.P. and Tocqueville Securities L.P. from January 1994 to present; and Managing Director from July 1991 to January 1994; Partner, David J. Greene & Co. from May 1978 to July 1991. | ||
Cleo Kotis (39) Secretary | Indefinite Term, Since 2010 | Director of Operations, the Delafield Group of Tocqueville Asset Management L.P., 2009 to present; Vice President and Chief Operating Officer, the Delafield Fund, | ||
Thomas Pandick (67) Chief Compliance Officer | Indefinite Term, Since 2004 | Chief Compliance Officer (October 2004 to present) Tocqueville Asset Management L.P. | ||
François D. Sicart (70) Chariman | Indefinite Term, Since 1987 | Chairman, Tocqueville Management Corporation, the General Partner of | ||
| (1) | Address: 40 West 57th Street, 19th Floor, New York, New York, 10019, unless otherwise noted. |
| (2) | Each officer will hold office for an indefinite term or until the date he or she resigns or retires or until his or her successor is elected and qualified. |
12
Quorum and Voting
Each holder of a whole Share shall be entitled to one vote for each such whole Share, and each holder of a fractional Share shall be entitled to a proportionate fractional vote for each such fractional Share, held in such shareholder’s name. Shares of each Fund issued and outstanding as of the Record Date are indicated in the following table:
Fund | Number of Shares | |||
The Tocqueville Fund | 11,531,413 | |||
The Tocqueville Opportunity Fund | 3,615,602 | |||
The Tocqueville International Value Fund | 16,487,730 | |||
The Tocqueville Gold Fund | 37,179,088 | |||
The Delafield Fund | 7,887,159 | |||
The Tocqueville Select Fund | 40,798,149 | |||
The Tocqueville Alternative Strategies Fund | 1,508,274 | |||
Total | 119,007,415 | |||
If you are not the owner of record, but your Shares are instead held for your benefit by a financial intermediary such as a retirement plan service provider, broker-dealer, bank trust department, insurance company or other financial intermediary, that financial intermediary may request that you instruct it how to vote the Shares you beneficially own. Your financial intermediary will provide you with additional information.
If you hold Shares of a Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record holder of your Shares. At the Meeting, a service agent will vote Shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder’s Shares should be voted on a proposal may be deemed to authorize a service provider to vote such Shares in favor of the applicable proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote Shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but may not be required to, vote such Shares in the same proportion as those Shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”
Shareholders of the Trust will vote collectively on the election of the Trustee Nominees. The presence in person or by proxy of a majority of the Trust’s Shares that are entitled to vote constitutes a quorum. The Trustee Nominees must receive a plurality of the votes cast in person or by proxy at the Meeting at which a quorum exists, which means that the eight Trustee Nominees receiving the highest number of affirmative votes cast at the Meeting will be elected. In the event that the necessary quorum to transact business is not obtained at the Meeting with respect to the Trust as to one or more Funds, as applicable, the persons named as proxies may propose one or more adjournments of the Meeting, in accordance with applicable law, to permit further solicitation of proxies with respect to the Proposal. Any such adjournment as to a matter will require the affirmative vote of the holders of a majority of the Shares of the Trust or the applicable Fund, present in person or by proxy at the Meeting. The persons named as proxies will vote the proxies (including broker non-votes and abstentions) in favor of adjournment if they determine additional solicitation is warranted and in the interests of shareholders of the Trust or the applicable Fund.
“Broker non-votes” are Shares held by a broker or nominee for which an executed proxy is received by the Trust, but are not voted as to the Proposal because instructions have not been received from beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and “broker non-votes” are treated as Shares that are present, but will not be voted for or against any adjournment or the Proposal. Abstentions and “broker non-votes” will not be counted in favor of, but will have no other effect on, the Proposal, for which the required vote is a plurality (the greatest number) of the votes cast.
13
The Board of Trustees, including all of the Independent Trustees, recommends that shareholders of each Fund voteFOR each Trustee Nominee identified in the Proposal.
ADDITIONAL INFORMATION
Fund Service Providers
Investment Adviser and Administrator
Tocqueville Asset Management L.P.,, with principal offices at 40 West 57th Street, 19th Floor, New York, New York 10019, serves as the investment adviser of each Fund pursuant to investment advisory agreements and serves as the administrator for each Fund pursuant to administration agreements.
Distributor
Tocqueville Securities L.P. (the “Distributor”), with principal offices at 40 West 57th Street, 19th Floor, New York, New York 10019, serves as the Distributor of each Fund’s Shares pursuant to a distribution agreement.
Sub-administrator
U.S. Bancorp Fund Services, LLC, with principal offices at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the sub-administrator for each Fund pursuant to a sub-administration agreement. USBFS also serves as the Fund’s transfer agent and dividend paying agent and provides the Fund with certain fulfilment, accounting and other services pursuant to agreements.
Custodian
U.S. Bank National Association, with principal offices at 1555 NorthRiver Center Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the custodian of the Funds’ assets pursuant to a custody agreement.
Independent Registered Public Accounting Firm
Grant Thornton LLP (“GT”) serves as the Trust’s independent registered public accounting firm. GT provides audit services, tax return review and assistance and consultation in connection with review of SEC filings. GT is located at 175 W. Jackson Blvd., 20th Floor, Chicago, Illinois 60604-2687. Representatives of GT are not expected to be present at the Meeting.
The following tables set forth, for the Trust’s two most recent fiscal years, the fees billed by GT for (a) all audit and non-audit services provided directly to the Trust and (b) those non-audit services provided to the Adviser and any entity controlling, controlled by or under common control with the Adviser that relate directly to the Funds’ operations and financial reporting:
Fiscal Year Ended | Audit Fees | Audit –Related Fees | Tax Fees | All Other Fees | ||||||||||||
October 31, 2014 | $ | 206,000 | $ | 0 | $ | 27,000 | $ | 0 | ||||||||
October 31, 2013 | $ | 156,000 | $ | 0 | $ | 21,500 | $ | 0 | ||||||||
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“Audit Fees” represents fees billed for each of the last two fiscal years or professional services rendered for the audit of the Trust’s annual financial statements for those fiscal years or service that are normally provided by the accountant in connection with statutory or regulatory filings or engagements for those fiscal years. “Audit-Related Fees” represent fees billed for each of the last two fiscal years for assurance and related services reasonably related to the performance of the audit of the Trust’s annual financial statements for those years. “Tax Fees” represent fees billed for each of the last two fiscal years for professional services related to tax compliance, tax advice and tax planning, including preparation of federal and state income tax returns, review of excise tax distribution requirements and preparation of excise tax returns. “All Other Fees” represent fees, if any, billed for other products and services rendered by GT for the last two fiscal years.
Pre-Approval Policies and Procedures
The Trust’s Audit Committee Charter provides that the Audit Committee (comprised of the Independent Trustees of the Trust) is responsible for pre-approval of all auditing services performed for the Trust. The Audit Committee report to the Board regarding its approval of the engagement of the auditor and the proposed fees for the engagement, and the majority of the Board (including the members of the Board who are Independent Trustees) must approve the auditor at an in-person meeting. The Audit Committee also is responsible for pre-approval (subject to thede minimis exception for non-audit services described in the Securities Exchange Act of 1934, as amended, and applicable rule thereunder) of all non-auditing services performed for the Trust or for any service affiliate of the Trust. The Trust’s Audit Committee pre-approved all fees described above which GT billed to each Fund within the Trust.
Share Ownership
A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding Shares of a Fund. A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control. Shareholders with a controlling interest could affect the outcome of voting or the direction of management of a Fund.
As of July 31, 2004,December 19, 2014, the AdviserAdvisor 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%.
The Tocqueville Fund | 12.16 | % | ||
The Tocqueville Opportunity Fund | 54.13 | % | ||
The Tocqueville International Value Fund | 31.98 | % | ||
The Tocqueville Gold Fund | 0.63 | % | ||
The Delafield Fund | 1.06 | % | ||
The Tocqueville Select Fund | 14.38 | % | ||
The Tocqueville Alternative Strategies Fund | 48.68 | % |
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,December 19, 2014, the following shareholders owned of record or beneficially 5% or more of each Fund'sFund’s shares:
The Tocqueville Fund
Name and Address | Parent Company | Jurisdiction | % Ownership | Type of Ownership | ||||||
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 | Pershing Group LLC | DE | 32.58 | % | Record | |||||
Charles Schwab & Co., Inc. Attn: Mutual Funds 211 Main Street San Francisco, CA | N/A | N/A | 28.43 | % | Record | |||||
National Financial Services Corp. One World Financial Center 200 Liberty New York, NY 10281-1003 | N/A | N/A | 6.08 | % | Record |
15
The Tocqueville Opportunity Fund
Name and Address | Parent Company | Jurisdiction | % Ownership | Type of Ownership | ||||||
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 | Pershing Group LLC | DE | 72.43 | % | Record | |||||
Charles Schwab & Co., Inc. Attn: Mutual Funds 211 Main Street San Francisco, CA | N/A | N/A | 5.68 | % | Record | |||||
Counsel Trust DBA MATC FBO Tocqueville Management Corporation Tax Deferred Savings Plan 1251 Waterfront Place Suite 525 Pittsburgh, PA 15222-4228 | N/A | N/A | 5.58 | % | Record | |||||
The Tocqueville International Value Fund
Name and Address | Parent Company | Jurisdiction | % Ownership | Type of Ownership | ||||||
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 | Pershing Group LLC | DE | 56.31 | % | Record | |||||
Charles Schwab & Co., Inc. Attn: Mutual Funds 211 Main Street San Francisco, CA | N/A | N/A | 10.37 | % | Record | |||||
National Financial Services Corp. One World Financial Center 200 Liberty New York, NY 10281-1003 | N/A | N/A | 7.71 | % | Record | |||||
The GenesisTocqueville Gold Fund
None
Name and Address | Parent Company | Jurisdiction | % Ownership | Type of Ownership | ||||||
National Financial Services Corp. One World Financial Center 200 Liberty Street New York, NY 10281-1003 | N/A | N/A | 30.08 | % | Record | |||||
Charles Schwab & Co., Inc. Attn: Mutual Funds 211 Main Street San Francisco, CA 94105-1905 | N/A | N/A | 27.77 | % | Record | |||||
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 | Pershing Group LLC | DE | 5.88 | % | Record | |||||
John Hancock Life Insurance USA 601 Congress Street RPS-Trading Ops St - 4 Boston, MA 02210-2805 | N/A | N/A | 5.27 | % | Record | |||||
16
The following table showsDelafield Fund
Name and Address | Parent Company | Jurisdiction | % Ownership | Type of Ownership | ||||||
Charles Schwab & Co., Inc. Attn: Mutual Funds 211 Main Street San Francisco, CA 94105-1905 | N/A | N/A | 22.25 | % | Record | |||||
National Financial Services Corp. One World Financial Center 200 Liberty Street New York, NY 10281-1003 | N/A | N/A | 21.83 | % | Record | |||||
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 | Pershing Group LLC | DE | 10.45 | % | Record | |||||
The Tocqueville Select Fund
Name and Address | Parent Company | Jurisdiction | % Ownership | Type of Ownership | ||||||
Charles Schwab & Co., Inc. Attn: Mutual Funds 211 Main Street San Francisco, CA 94105-1905 | N/A | N/A | 28.36 | % | Record | |||||
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 | Pershing Group LLC | DE | 20.53 | % | Record | |||||
The Tocqueville Alternative Strategies Fund
Name and Address | Parent Company | Jurisdiction | % Ownership | Type of Ownership | ||||||
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 | Pershing Group LLC | DE | 47.94 | % | Record | |||||
Charles Schwab & Co., Inc. Attn: Mutual Funds 211 Main Street San Francisco, CA 94105-1905 | N/A | N/A | 15.61 | % | Record | |||||
UBS WM USA Omni Account Attn: Department Manager 1000 Harbor Blvd 5th Floor Weehawken, NJ 07086-6761 | N/A | N/A | 15.27 | % | Record | |||||
Expenses and Proxy Solicitation
The estimated total cost of the nature, amount and percentage of Fund
shares ownedProposal, which is to be paid by the Fundspro rata based on 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 containedFund’s net assets, is set forth in the annual report filed bytable below.
Fund Name | Estimated Total Cost to be Paid by each Fund | |||
The Tocqueville Fund | $ | 18,677.28 | ||
The Tocqueville Opportunity Fund | $ | 2,339.18 | ||
The Tocqueville International Value Fund | $ | 14,938.21 | ||
The Tocqueville Gold Fund | $ | 103,294.05 | ||
The Delafield Fund | $ | 45,790.05 | ||
The Tocqueville Select Fund | $ | 9,203.17 | ||
The Tocqueville Alternative Strategies Fund | $ | 876.06 | ||
Total | $ | 195,118 | ||
The total cost of 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 noProposal includes legal fees, billed by PwC during the fiscal
years ended October 31, 2003 and October 31, 2002 for assurance and related
services that are reasonablyexpenses related to the performanceprinting and mailing of this Proxy Statement, and fees associated with the proxy solicitation.
17
The Trust has engaged the services of Broadridge Financial Solutions, Inc. (the “Solicitor”) to assist in the solicitation of proxies for the Meeting. Proxies are expected to be solicited principally by mail, but the Funds or the Solicitor may also solicit proxies by telephone, facsimile or personal interview. The Trust’s officers may also solicit proxies but will not receive any additional or special compensation for any such solicitation.
Shareholder Communications
The Trustees provide for shareholders to send written communications to the Trustees via regular mail. Written communications to the Trustees, or to an individual Trustee, should be sent to the attention of the audit or reviewTrust’s Secretary at the address of the Funds' financial statements (other thanTrust’s principal executive office. All such communications received by 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 servicesTrust’s Secretary shall be promptly forwarded 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
providedindividual Trustee to whom they are addressed or to the Funds, other thanfull Board, as applicable. If a communication does not indicate a specific Trustee, it will be sent to 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 personsChair of the Adviser that provide ongoing servicesCommittee and the outside counsel to the Trust ("Service Affiliates") if the services relate directly to the
operationsIndependent Trustees for further distribution as deemed appropriate by such persons. The Trustees may further develop 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 PwCrefine this process as deemed necessary or desirable.
Shareholder Proposals 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).
Subsequent Meetings
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.
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 that management intends to present or knows that others will present is
the business mentioned in the Notice of Meeting. The Board of Trustees presently
is not aware of any other matters that will come before the Special Meeting. If
an event not now anticipated, or any other matters properly come before 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 a Massachusetts business trust, the Trust is not required and does
not intend to hold regular annual meetings. Shareholdersmeetings of shareholders but will hold special meetings of shareholders of a series when, in the judgment of the Trustees, it is necessary or desirable to submit matters for a shareholder vote. Any shareholder who wishwishes to presentsubmit proposals to be considered at any future shareholdera special meeting must presentof the Funds’ shareholders should send such proposals to the Board of TrusteesFund’s Secretary at The Tocqueville Trust, 40 W. 57th St., 19th Floor, New York, New York 10019. Any such proposal must be received a reasonable time priorbefore the proxy solicitation for that meeting is made. Shareholder proposals that are submitted in a timely manner will be provided to Board members for their consideration but not necessarily be included in the solicitationFunds’ proxy materials. Inclusion of anysuch proposals is subject to limitations under the federal securities laws.
Householding
To avoid sending duplicate copies of materials to households, the Funds mail only one copy of each report to shareholders having the same last name and address on the Funds’ records. The consolidation of these mailings benefits the Funds through reduced mailing expenses. If a shareholder proxy. wants to receive multiple copies of these materials or to receive only one copy in the future, the shareholder should contact the Funds’ transfer agent, USBFS, at 1-800-697-3863 or notify the Funds’ transfer agent in writing at The Tocqueville Trust, c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202.
Other Matters To Come Before The Meeting
The Board of Trustees is not accepting shareholder proposalsaware of any matters that will be presented for action at the Meeting other than the matters described in this Special Meeting.
AsProxy Statement. Should any other matters requiring a vote of August 24, 2004shareholders arise, the Adviser was believed to possess voting power
with respect to 1,370,174.582 (19.68%) ofproxy in the outstanding Shares ofaccompanying form will confer upon the Tocqueville Fund, 785,918.431 (16.72%) of the outstanding Shares of the Small
Cap Value Fund, 9,879,533.595 (67.33%) of the outstanding Shares of the
International Value Fund, 965,296.109 (6.30%) of the outstanding Shares of the
Gold Fund, and 956,163.890 (31.35%) of the outstanding Shares of the Genesis
Fund, in view of which such Shares could be deemed to be beneficially owned by
the Adviser as of such date. However, the Adviser and its affiliates have
advised the Trust that they intendperson or persons entitled to vote the Shares represented by such proxy the discretionary authority to vote the Shares as to any Shares over which they have
voting power at the Special Meeting (i)other matters in accordance with their best judgment 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).
By Order of the Board of Trustees
/s/ Francois D. Sicart
Francois D. Sicart,
Chairman and Principal Executive Officer
September 10, 2004
20
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THREE EASY WAYS TO VOTE YOUR PROXY
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.
-----------------------
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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 standingand/or Funds.
18
Please complete, sign and return the enclosed proxy card(s) or vote by Internet or telephone promptly. No postage is required if you mail your proxy card(s) 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.
| By order of the Board of Trustees, |
/s/ Cleo Kotis |
| Cleo Kotis |
Secretary The Tocqueville Trust |
19
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")
GOVERNANCE & NOMINATING COMMITTEE CHARTER
| I. | Organization and Operation. |
1. The Committee.
TheGovernance and Nominating Committee (the "Committee"“Committee”) is a committee of, and established by, the Board of Trustees of the Trust (the "Board"“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“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"“1940 Act”). II.One or more members of the Committee may be designated by the Board Nominationsas the Committee’s chairman orco-chairman, as the case may be.
2. Committee meetings shall be held in accordance with the Trust’s Bylaws as and Functions.
when the Committee or the Board determines necessary or appropriate. Except as may be otherwise set forth in the Trust’s Bylaws, the chairman, a co-chairman or any two members of the Committee may set the time and place of its meeting unless the Board shall otherwise provide.
3. 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, by telephone, or other communication method by means of which all persons participating in the meeting can hear each other at the same time.
| II. | Board Nominations and Functions. |
1. The Committee shall make recommendations for nominations for independent trustee membership on the Board toto: (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'candidates’ qualifications for Board membership and the independence of such candidates from the Trust'sFund’s investment manageradviser 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 managersadvisers or service providers.
2. The Committee also shall evaluate candidates'candidates’ qualifications and make recommendations for "interested"“interested” members on the Board to the full Board.
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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'sTrust’s offices. The Committee'sCommittee’s policy regarding its procedures for consideringA.
III. Committee Nominations and Functions.
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
| IV. | Governance Responsibilities and Functions. |
The board has adopted Board of Trustees Policies attached hereto asAppendix B. This Charter is to be read in conjunction with these Board Policies and Responsibilities.
the Committee shall carry out its responsibilities hereunder consistent with such Board Policies.
1. The Committee shall meet at least once each yearreview, as it deems necessary, and make recommendations with regard to tenure of the trustees, including any term limits, limits on the number of boards (or committees) on which a trustee may sit, and normal retirement age. The Committee shall make any recommendations to the Board.
2. The Committee shall review the compensation of the Board and committee members and make any recommendations to the independent trustees in connection with their annual consideration of Board compensation set forth in the Board of Trustees Policies. To the extent all of the independent trustees are serving on the Committee, the Committee is not required to conduct a separate review of the Board compensation apart from the annual review set forth in the Board of Trustees Policies.
3. The Committee shall oversee the selection of independent legal counsel and monitor its continued performance. The independent trustees are responsible for selecting their counsel and determining whether such counsel qualifies as “independent legal counsel” pursuant toRule 0-1(6) of the 1940 Act.
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4. The Committee shall develop and recommend to the Board for its approval, an annual Board self-assessment process. The Committee shall oversee the annual self-assessment in accordance with the Board of Trustees Policies.
5. The Committee shall receive reports from its members as to matters of regulatory news, industry developments or more frequentlymatters of interest learned through such member’s participation in openindustry forums, conferences or executive sessions.other programs in the nature of continuing education. The Committee shall encourage its members to attend such continuing education programs and will attempt to provide its members with a list of upcoming programs on a regular basis to the extent not provided by another fund service provider.
6. The Committee shall have such further responsibilities as are given to it from time to time by the Board. The Committee shall consult, as often as it deems appropriate, with management and counsel to the Trust and to the independent trustees as to legal or regulatory developments affecting their responsibilities.
| V. | Other Powers and Responsibilities. |
1. The Committee may invite members of management, the Trust’s Chief Compliance Officer, counsel, advisersadvisors and others to attend its meetings as it deems appropriate. The
Committee shalland may 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 and compensate special counsel and other experts or consultants, and a third-party search firm to identify potential candidates, as the Committee deems necessary, at the expense of the Trust.
Trust, or its series, as appropriate.
3. The Committee may delegate any portion of its authority to a subcommittee of one or more members. 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
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APPENDIX A
GOVERNANCE & 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 Trusteetrustee 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'scandidate’s qualifications. The Committee, however, will not be required to solicit recommendations from the Trust'sTrust’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.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'scandidate’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'scandidate’s educational background;
(iv) the candidate'scandidate’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'sBoard’s existing mix of skills and qualifications;
(vi) the candidate'scandidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate'scandidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board;
(vii) the candidate'scandidate’s ability to qualify as an independent trustee for purposes of the 1940 Act, the candidate'scandidate’s independence from Trustthe Trust’s 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'scandidate’s age relative to any TrustTrust’s age limitation on nominations; and
A-1
(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.(e.g., whether or not a candidate is an "audit“audit committee financial expert"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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APPENDIX B
THE TOCQUEVILLE TRUST
BOARD OF TRUSTEES POLICIES
It shall be the policy of the Board of Trustees of The Tocqueville Trust (the “Trust”) to conform to rules and form amendments adopted by the SEC relating to independence and effectiveness of independent investment company directors and to adhere to the general principles set forth in the 1999 Report of the Advisory Group on Best Practices for Fund Directors of the Investment Company Institute.
| 1. | Affiliation with Advisor, Principal Underwriter and Certain Affiliates |
Former officers or directors, and “close family members” (e.g., aunt, uncle or cousin) of such persons, of the Trust’s investment adviser, principal underwriter or certain of their affiliates may serve as independent trustees of the Trust, however, the Board’s nominating committee, as part of the selection process, will carefully consider any such relationships and their potential impact on a candidate’s independence.
| 2. | Nominating Process by Independent Trustees |
Independent trustees will be nominated and selected by the incumbent independent trustees.
| 3. | Independent Trustee Compensation |
Independent trustees will establish appropriate compensation for serving on the Trust’s board and will review such compensation annually.
| 4. | Trust Ownership |
Trustees of the Trust are encouraged to be shareholders of one or more underlying fund within the Trust (each, a “Fund” collectively, the “Funds”) that are compatible with each trustee’s personal and financial situation.
| 5. | Independent Counsel and Other Experts and Staff |
Independent trustees will have investment company counsel who is independent from the investment advisor and the Trust’s other service providers. The independent trustees will consult with the Trust’s independent registered public accounting firm or other experts, as appropriate, when faced with issues that they believe require special expertise. Independent trustees will be affirmatively authorized to hire employees and others to help fulfill their fiduciary duties.
| 6. | Trustee Questionnaire |
Trustees will complete an annual questionnaire on business, financial and family relationships with the service providers of the Trust and others that could affect their status as an independent trustee.
| 7. | Information Disclosure Requirements |
Independent trustees will provide information (including identity, business experience, conflicts of interest, Fund ownership, etc.) as required by the SEC in the Statement of Additional Information and proxy filings.
| 8. | Retention of Certain Information |
The Trust must retain copies of written materials that the trustees consider when approving each Fund’s advisory contract.
| 9. | Organization and Operation of Audit Committee |
The Audit Committee will (1) be composed entirely of independent trustees, (2) meet with the Trust’s independent auditors at least once a year outside the presence of management representatives, (3) secure from the auditor an annual representation of its independence from management, and (4) have a written charter that spells out its duties, powers and methods of operation.
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| 10. | Separate Meetings of Independent Trustees |
Independent trustees meet separately from management at least once each quarter, including in connection with their consideration of each Fund’s advisory contract and the Trust’s, on behalf of its Funds, underwriting contract and otherwise as they deem appropriate.
| 11. | Insurance Coverage and Indemnification |
Independent trustees shall review insurance on an annual basis as to its adequacy.
| 12. | Unitary or Cluster Boards |
Not applicable to the Trust.
| 13. | Retirement Policy |
Independent trustees shall continue in office until December 31st of the year that they reach age 75 and if they would like to serve past age 75, all of the remaining independent trustees must vote unanimously to extend the term for such trustee for an additional year at the September Board meeting in the year in which they will turn 75. Each subsequent term thereafter must be approved annually at the September Board meeting.
| 14. | Evaluation of Board Performance |
Trustees will annually review the effectiveness of the board and its committees and any other related board policy questions. The evaluation will include consideration of (i) the effectiveness of the board’s committee structure and (ii) whether the trustees have taken on the responsibility for overseeing too many funds. The substance of the evaluations will be recorded in the relevant board and committee minutes.
| 15. | Orientation and Education |
New Trust trustees will receive appropriate orientation and all Trust trustees will keep abreast of industry and regulatory developments.
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PROXY TABULATOR P.O. BOX 9112 To vote by Internet FARMINGDALE, NY 11735 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website.
To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903
3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M80504-TBD KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY For Withhold For All To withhold authority to vote for any individual The Board of Trustees recommends you vote All All Except nominee(s), mark “For All Except” and write the FOR the following: number(s) of the nominee(s) on the line below. 1. Election of Trustees: 01) Charles W. Caulkins 05) William F. Indoe ! ! ! 02) Alexander Douglas 06) Robert W. Kleinschmidt 03) Charles F. Gauvin 07) William J. Nolan III 04) James W. Gerard 08) Francois D. Sicart 2. To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized ofFIcer.
Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Proxy Statement is available at www.proxyvote.com. M80505-TBD THE TOCQUEVILLE TRUST
THE TOCQUEVILLE FUND [TOCQX] THE TOCQUEVILLE OPPORTUNITY FUND [TOPPX] THE TOCQUEVILLE INTERNATIONAL VALUE FUND [TIVFX] THE TOCQUEVILLE GOLD FUND [TGLDX] THE DELAFIELD FUND [DEFIX] THE TOCQUEVILLE SELECT FUND [TSELX] THE TOCQUEVILLE ALTERNATIVE STRATEGIES FUND [TALSX] 40 West 57th Street, 19th Floor New York, New York 10019 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To be held on Monday, February 2, 2015 The undersigned hereby appoint(s) Helen Balk and Scott Schlesinger, each with full power of substitution and revocation, to vote all shares of the above referenced fund, which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held at 10:00 a.m., Eastern Time, on Monday, February 2, 2015, at the of?ces of Tocqueville Asset Management, L.P., 40 W. 57th Street, 19th ?oor, New York, NY 10019, and at any adjournment thereof. All powers may be exercised by two or more of said proxy holders or substitutes voting or acting or, if only one votes and acts, by that one. This proxy shall be voted on the proposal described in the Proxy Statement as speci?ed on the reverse side. If no such direction is made, this proxy will be voted in accordance with the Board of Trustees’ recommendations.