N-14 1 n14-082803.txt As filed with the Securities and Exchange Commission on August 28, 2003 Registration No. 333-______ ============================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 // PRE-EFFECTIVE AMENDMENT NO. //POST-EFFECTIVE AMENDMENT NO. THE TOCQUEVILLE TRUST --------------------- (Exact Name of Registrant as Specified in Charter) 1675 Broadway, New York, New York 10019 --------------------------------------- (Address of Principal Executive Offices) (212) 698-0800 -------------- (Registrant's Telephone Number) Francois D. Sicart c/o The Tocqueville Trust 1675 Broadway, New York, New York 10019 --------------------------------------- (Name and Address of Agent for Service) with copies to: Michael R. Rosella, Esq. Paul, Hastings, Janofsky & Walker LLP 75 East 55th Street New York, New York 10022 Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933. It is proposed that this filing shall become effective on September 29, 2003, pursuant to Rule 488 under the Securities Act of 1933, as amended. No filing fee is due because the Registrant has previously registered an indefinite number of shares under the Securities Act of 1933 pursuant to Section 24(f) under the Investment Company Act of 1940. GINTEL FUND 6 Greenwich Office Park Greenwich, Connecticut 06831 September 29, 2003 Dear Shareholders: After 50 years in the investment industry, 30 years as an investment advisor and 20 years managing mutual funds, I have decided, at age 75, to retire from the responsibility of actively managing other people's money. I would not do so, however, without first making certain that the management of Gintel Fund shareholders' investment assets are placed in responsible hands. The Trustees of Gintel Fund have voted, subject to shareholder approval, to merge Gintel Fund into The Tocqueville Fund, one of a series of four mutual funds in a Trust managed by Tocqueville Asset Management, L.P., an investment advisory firm that manages over $2.3 billion in mutual fund assets and individually-managed accounts. Members of my family and I intend to vote in favor of this merger. The current combined assets of the two funds are approximately $140 million. The Tocqueville Fund has the same investment objective as the Gintel Fund: long-term capital appreciation. Its Adviser follows a value approach to investing, meaning that it seeks to invest in companies that Tocqueville's research team has identified as out of favor or undervalued. The Tocqueville Fund differs from Gintel Fund in that it is a diversified rather than a non-diversified investment company. Tocqueville believes a diversified portfolio reduces risk and volatility, a conservatism I embrace in these uncertain times. Tocqueville's philosophy is otherwise similar to ours in that it relies heavily on fundamental investment research, including continued dialogue and visits with company management. As with Gintel Fund, significant investments in The Tocqueville Fund are held by its management. The Tocqueville Fund's investment advisory fee at 0.75% per year is lower than our 1.00%, and its expense ratio, which includes the investment advisory fee, a 12b-1 Plan, and other customary mutual fund operating expenses, has historically been lower than Gintel Fund's expense ratio. After having met Robert Kleinschmidt, president of the firm and The Tocqueville Fund's portfolio manager, and after having attended a number of investment meetings with the rest of Tocqueville's 18-member investment and research staff over the past few months, I have every confidence in the soundness of their investment process and in their capabilities. Although I will no longer be responsible for the investment management of your Fund, I intend to engage in an ongoing relationship with Tocqueville Asset Management. I will share investment research with Tocqueville and will be available to Tocqueville to share the benefits of my 30 years experience as an investment adviser. In addition, Gintel Asset Management, Inc. will continue to assist shareholders and answer any questions you may have, just as we have in the past. The Tocqueville Fund is registered in all 50 states, and because it has the same transfer agent and custodian as we do, U.S. Bancorp Fund Services, LLC, and U.S. Bank, N.A., respectively, the transition from our fund to theirs will be relatively smooth and seamless. This decision is made with a combination of regret and relief: regret that I will be leaving a business that has consumed so much of my life and relief that the Board of Trustees of Gintel Fund has found such a good replacement for the management of our shareholders' assets. I urge you to vote in favor of this merger and reorganization recommended by the Trustees of the Gintel Fund and to give Tocqueville the opportunity to manage your money in the same sound and sensible manner they have been practicing for almost 15 years. Every vote counts. Please cast yours as early as possible, so that this reorganization can be consummated within the time allowed. Sincerely, Robert M. Gintel Chairman of the Board and Chief Executive Officer Enclosures 2 GINTEL FUND NOTICE OF SPECIAL MEETING OF SHAREHOLDERS -- October 29, 2003 6 Greenwich Office Park Greenwich, Connecticut 06831 (203) 622-6400 A Special Meeting of Shareholders of Gintel Fund ("Gintel") will be held at 9:00 a.m. on October 29, 2003, at the offices of Gintel at 6 Greenwich Office Park, Greenwich, Connecticut 06831, for the following purposes, all of which are more fully described in the accompanying Combined Proxy Statement/Prospectus dated September 29, 2003. 1. To approve the Agreement and Plan of Reorganization and Liquidation between The Tocqueville Fund series of The Tocqueville Trust ("Tocqueville") and Gintel which contemplates the transfer to Tocqueville of all the assets and liabilities of Gintel in exchange for shares of Tocqueville, the distribution of such shares to the shareholders of Gintel, the liquidation and dissolution of Gintel, and the termination of Gintel's registration under the Investment Company Act of 1940, as amended. 2. To transact such other business as may properly come before the meeting. Only shareholders of record at the close of business on September 15, 2003, are entitled to notice of, and to vote at, the meeting or any postponements or adjournments thereof. By Order of the Board of Trustees FAY DALLAS-BROWNE, Secretary Greenwich, Connecticut September 29, 2003 Your vote is important no matter how many shares you owned on the record date. Please indicate your voting instructions on the enclosed proxy, date and sign it, and return it in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States. In order to avoid the additional expense to Gintel of further solicitation, we ask for your cooperation in mailing your proxy promptly. COMBINED PROXY STATEMENT/PROSPECTUS RELATING TO THE ACQUISITION OF ASSETS OF GINTEL FUND 6 Greenwich Office Park Greenwich, Connecticut 06831 (203) 622-6400 BY AND IN EXCHANGE FOR SHARES OF THE TOCQUEVILLE FUND series of THE TOCQUEVILLE TRUST 1675 Broadway New York, New York 10019 (800) 697-3863 This Combined Proxy Statement/Prospectus relates to the proposed transfer to The Tocqueville Fund series of The Tocqueville Trust ("Tocqueville") of all of the assets and liabilities of Gintel Fund ("Gintel") in exchange for shares of Tocqueville to be distributed to the shareholders of Gintel in liquidation and dissolution of Gintel (the "Reorganization"). As a result of the proposed transaction, each shareholder of Gintel will receive that number of full and fractional shares of Tocqueville equal in value at the time of the exchange to the value of such shareholder's shares of Gintel (Tocqueville and Gintel are collectively referred to as the "Funds"). The investment objective of Tocqueville is to seek long-term capital appreciation. Tocqueville pursues this objective by investing primarily in the equity securities of United States companies that are considered to be undervalued or out of favor and provide an opportunity for capital appreciation. This Combined Proxy Statement/Prospectus sets forth concisely information about Tocqueville that shareholders of Gintel should know before investing and should be read and retained by investors for future reference. Copies of the prospectus for Tocqueville dated February 28, 2003, are enclosed herewith and are incorporated by reference herein. A Statement of Additional Information dated September 29, 2003, relating to this Combined Proxy Statement/Prospectus has been filed with the Securities and Exchange Commission (the "SEC") and is incorporated by reference herein. A Statement of Additional Information for Tocqueville dated February 28, 2003, containing additional and more detailed information about Tocqueville, has been filed with the SEC and is incorporated by reference herein. In addition, a prospectus for Gintel dated April 30, 2003, and a Statement of Additional Information for Gintel dated April 30, 2003, have been filed with the SEC and are incorporated by reference herein. Copies of these documents are available without charge and can be obtained by writing to Gintel Asset Management, Inc., at 6 Greenwich Office Park, Greenwich, Connecticut 06831, or by calling toll free (800) 243-5808, or by writing to Tocqueville Asset Management L.P., at 1675 Broadway, New York, New York 10019, or by calling toll free (800) 697-3863. The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. This Combined Proxy Statement/Prospectus is dated September 29, 2003. ii TABLE OF CONTENTS ----------------- Page INTRODUCTION.................................................................1 Synopsis...............................................................1 Principal Risk Factors.................................................4 Comparison of Fees and Expenses........................................4 INFORMATION ABOUT THE REORGANIZATION.........................................6 The Plan and Vote Required.............................................6 Method of Carrying Out the Plan........................................6 Description of Shares to be Issued.....................................8 Reasons for the Reorganization.........................................8 Tax Aspects...........................................................10 Capitalization Table (Unaudited)......................................12 ADDITIONAL INFORMATION ABOUT THE FUNDS......................................12 Investment Objectives and Policies....................................12 Investment Restrictions...............................................13 Portfolio Transactions................................................14 Dividends and Distributions...........................................14 Rights of Shareholders................................................14 Advisory Arrangements.................................................14 Distribution Arrangements.............................................16 Further Information...................................................16 VOTING MATTERS..............................................................16 Generally.............................................................16 Quorum and Adjournments...............................................17 Appraisal Rights......................................................18 FINANCIAL STATEMENTS........................................................18 OTHER MATTERS...............................................................18 iii INTRODUCTION Synopsis This synopsis provides a concise summary of the information contained in this Combined Proxy Statement/Prospectus, and presents key considerations for shareholders of Gintel to assist them in determining whether to approve the Agreement and Plan of Reorganization and Liquidation of Gintel (the "Plan"). The Proposed Transaction. On August 26, 2003, the Board of Trustees of Gintel (the "Board") approved the Plan, which contemplates the transfer of all of the assets and liabilities of Gintel in exchange for shares of Tocqueville. Following the transfer, shares of Tocqueville will be distributed to shareholders of Gintel in liquidation of Gintel and Gintel subsequently will be dissolved. In connection therewith, Gintel will deregister under the Investment Company Act of 1940, as amended (the "Act"), by filing the appropriate application with the SEC. See "Information About the Reorganization--The Plan and Vote Required" and "Information About the Reorganization--Method of Carrying Out the Plan." Both Funds are equity funds with similar investment objectives and strategies. Gintel is managed by Gintel Asset Management, Inc. and Tocqueville is managed by Tocqueville Asset Management L.P. (Tocqueville Asset Management L.P. may be referred to herein as the "Tocqueville Adviser" and Gintel Asset Management, Inc. may be referred to herein as the "Gintel Adviser" and together, the "Advisers"). Each Fund's Board of Trustees and the Advisers recognize that greater economies of scale and efficiencies can be attained by combining the assets of the Funds and that since the investment objectives are very similar, such a combination would not materially alter the nature of the Gintel shareholders' investment. As a result of the proposed Reorganization, each shareholder of Gintel will receive that number of full and fractional shares of Tocqueville equal in value at the time of the exchange to the value of such shareholder's shares of Gintel. The Board has determined that the interests of existing shareholders of Gintel will not be diluted as a result of the transactions contemplated by the Reorganization. For the reasons set forth below under "Reasons for the Reorganization," the Board, including the disinterested trustees, concluded that the Reorganization would be in the best interests of the shareholders of Gintel and recommends approval of the Plan. Tax Consequences. In the opinion of Paul, Hastings, Janofsky & Walker LLP, the proposed transaction will qualify as a tax-free reorganization for federal income tax purposes. As a result, no gain or loss will be recognized by either Tocqueville, Gintel, or the shareholders of Gintel as a result of the Reorganization. However, Gintel will have non-qualifying gross income equal to its reorganization expenses paid by the Advisers. See "Information About the Reorganization--Tax Aspects." Investment Objectives and Policies. The Funds are both open-end management investment companies. The investment objective of Tocqueville is to seek long-term capital appreciation. Tocqueville pursues this objective by investing primarily in the equity securities of United States companies that Tocqueville believes to be undervalued or out of favor. Tocqueville may invest up to 25% of its net assets in securities of foreign issuers through American Depositary Receipts ("ADRs"). The investment objective of Gintel is to seek capital appreciation by focusing on a limited number of securities rather than broadly diversifying its portfolio. Gintel seeks to achieve this objective by investing primarily in the equity securities of United States companies whose shares are listed or traded on major United States stock exchanges or in the over-the-counter market. Gintel may invest up to 20% of its net assets in securities of foreign issuers but has no current intention to do so. The investment objectives and policies of the Funds are more fully described in "Additional Information About the Funds--Investment Objectives and Policies." Gintel is a non-diversified fund, which means that it could have a portfolio which, at times, may focus on a limited number of issuers. To the extent that Gintel invests in a small number of issuers, an investment in Gintel may involve a greater risk of losing money than an investment in a diversified fund. Tocqueville is a diversified fund, which means that Tocqueville is limited as to amounts it may own of issuers with respect to 75% of its assets. Investment Advisory, Administration and Distribution and Service Plan Fees. Gintel Asset Management, Inc. is the investment adviser for Gintel and Gintel & Co., LLC is the administrator for Gintel. Tocqueville Asset Management L.P. is the investment adviser and administrator for Tocqueville. Currently, the advisory fee payable by Gintel to the Gintel Adviser under the Investment Advisory Agreement is equal to 1.00% of the average daily net assets. The administrative services fee payable by Gintel to its administrator under the Administrative Services Agreement is equal to 1.25% of the first $50 million of the average daily net assets, 1.125% on the next $50 million of the average daily net assets and 1.00% of the average daily net assets in excess of $100 million. Gintel's administrator, in its sole discretion, may use a portion of its fees (not to exceed 0.25% of the average daily net assets of the Fund) to compensate itself as well as other registered broker-dealers or financial institutions for shareholder servicing activities. The management fee payable by Tocqueville to its adviser under the Investment Advisory Agreement is equal to .75% of the average daily net assets on the first $500 million and .65% of the average daily net assets in excess of $500 million and the administrative services fee payable by Tocqueville to its adviser under the Administrative Services Agreement is equal to .15% of average daily net assets. See "Additional Information About the Funds--Management Arrangements." Tocqueville has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Act which regulates the circumstances under which an investment company may, directly or indirectly, bear the expenses of distributing its shares. Tocqueville may pay up to .25% of its average daily net assets pursuant to its Distribution and Service Plan to pay the cost of advertising, printing of prospectuses and reports for other than existing shareholders, preparation and distribution of advertising material and sales literature and payments to dealers and shareholder servicing agents including Tocqueville's distributor who enter into agreements with Tocqueville or its distributor. After the consummation of the Reorganization, it is anticipated that the Tocqueville Adviser will enter into a shareholder servicing agreement with the Gintel Adviser whereby the Gintel Adviser will receive .25% of the average daily net assets of certain accounts for which it provides shareholder servicing to the Tocqueville Adviser. In addition, the Gintel Adviser will receive a sub-transfer agency fee from the Tocqueville Adviser on certain assets of Tocqueville for providing sub-transfer agency services. Gintel has not adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Act. 2 Lepercq de Neuflize/Tocqueville Securities, L.P. (the "Tocqueville Distributor") acts as the principal distributor for Tocqueville. The Tocqueville Distributor, as agent for Tocqueville, uses its best efforts to distribute shares of Tocqueville on a continuous basis. Tocqueville shares may be sold through broker-dealers who have entered into sales agreements with the Tocqueville Distributor. Shares of Tocqueville are offered for sale on a no-load basis, which means that no sales commissions are charged on purchases of these shares. However, Tocqueville charges a redemption fee of 2.00% (as a percentage of the amount redeemed) on redemptions of shares held 120 days or less. Quasar Distributors, LLC ("Quasar") acts as the principal distributor for Gintel. Quasar, as agent for Gintel, uses its best efforts to distribute shares of Gintel on a continuous basis. Shares of Gintel are offered for sale on a no-load basis, which means that no sales commissions are charged on purchases of these shares. However, Gintel charges a redemption fee of 2.00% (as a percentage of the amount redeemed) on redemptions of shares held for 60 days or less. Purchases, Redemptions and Exchanges. The Funds sell and redeem their shares on a continuing basis at their net asset values and do not impose a sales charge for either sales or redemptions. All other purchase and redemption procedures applicable to the Funds are substantially the same except as follows: (1) Gintel imposes a 2.00% redemption fee (as a percentage of the amount redeemed) on redemptions of shares held for 60 days or less. Tocqueville imposes a 2.00% redemption fee on certain redemptions of shares held less than 120 days. Shares of Tocqueville issued to Gintel shareholders as a result of the proposed Reorganization will be deemed to be held for the period the shares were held in Gintel prior to the Reorganization and in Tocqueville after the Reorganization for purposes of determining whether the redemption fee is applicable; (2) Gintel may redeem a shareholder's account if the balance in the account falls below $2,500 for a period of three months or longer other than as a result of a decline in the NAV per share and the shareholder, after having been given 60 days' notice, does not bring the account balance above such amount. Tocqueville may redeem a shareholder's account if the balance in the account falls below $500 for a period of three months or more due to redemptions. Shareholders of Tocqueville will be given at least 60 days' written notice of any proposed redemption and the option to purchase additional shares to avoid the redemption; and (3) pursuant to Tocqueville's exchange privileges, Tocqueville shareholders can exchange some or all of their shares for shares of the other three funds in The Tocqueville Trust i.e., The Tocqueville Small Cap Value Fund, The Tocqueville International Value Fund and The Tocqueville Gold Fund, which retain the Tocqueville Adviser as investment adviser. Tocqueville shareholders also can exchange some or all of their shares for shares of certain funds managed by an affiliate of Tocqueville's transfer agent. Other Considerations. In the event the shareholders of Gintel do not approve the Reorganization, the Board will consider possible alternatives to the proposed Reorganization, including the liquidation of Gintel. Shareholders have no right of appraisal, but may continue to redeem their shares in accordance with normal Gintel redemption policies. Cost of the Reorganization. The cost of the legal fees associated with this Reorganization incurred by Gintel in an amount of approximately [$25,000] will be borne exclusively by the Tocqueville Adviser. All other costs associated with this Reorganization incurred by Gintel including the cost of the preparation and distribution of the proxies and proxy statements and any 3 other out-of-pocket expenses in an amount of approximately $[_____] will be borne equally by the Tocqueville Adviser and the Gintel Adviser. This Synopsis is qualified by reference to the more complete information contained elsewhere in this Combined Prospectus/Proxy Statement, including information incorporated by reference herein. Principal Risk Factors Since the Funds both invest primarily in common stocks of United States companies, investors are subject to risks inherent in an investment in common stocks, including stock market fluctuations, fluctuations in the value of the Funds' portfolios and liquidity risks (the risk that a trading market may not exist for a stock when the Funds decide to sell it). When stock prices fluctuate, the Funds' share prices may go down in value. Also, common stocks selected by each Fund may or may not increase in value when the stock market is rising or may fail to perform as expected. Additionally, Gintel may invest up to 20% of its net assets in securities of foreign issuers but has no current intention to do so. Tocqueville may invest up to 25% of its net assets in securities of foreign issuers through ADRs. ADRs are certificates issued by U.S. banks representing the right to receive securities of a foreign issuer deposited with that bank or corresponding bank. Investments in such securities involve additional risks including fluctuations in foreign exchange rates, future political and economic developments and possible imposition of exchange controls or other foreign governmental laws or restrictions. Also, foreign companies are not subject to accounting, auditing and financial reporting standards and requirements comparable to those of United States companies. Thus, the prices of securities in different countries are subject to different economic, financial, political and social factors. As of August 31, 2003, Tocqueville had approximately ___% of its net assets in securities of foreign issuers. Tocqueville does not intend to significantly increase its holdings in securities of foreign issuers after the Reorganization. Comparison of Fees and Expenses The following table shows the comparative fees and expenses of the Funds. The table also reflects the pro forma fees for Tocqueville after giving effect to the Reorganization. Based upon this comparison, Gintel shareholders will bear the benefit of a decrease in the applicable current estimated expense ratio of the Reorganization. ------------------------------------------------------------------------------- FEE TABLE ------------------------------------------------------------------------------- Pro Forma Gintel Tocqueville Combined -------- ------------- ----------- Shareholder Fees ---------------- (fees that are paid directly from your investment) Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)................................. None None None Maximum Deferred Sales Charge (Load) (as a percentage of offering price).... None None None ------------------------------------------------------------------------------- 4 ------------------------------------------------------------------------------- Maximum Sales Charge (Load) Imposed on Reinvestment Dividends................. None None None Redemption Fee......................... 2.00%(1) 2.00%(2) 2.00%(2) Exchange Fee........................... None (3) (3) Maximum Account Fee.................... None None None Annual Fund Operating Expenses ------------------------------ (expenses that are deducted from Fund Pro Forma assets) Gintel Tocqueville Combined -------- ------------- ----------- (as a % of average net assets) Advisory Fees.......................... 1.00% .75% .75% Rule 12b-1 Fee......................... .00% .25% .25% Other Expenses......................... .90%(4) .41%(5) .33% Total Annual Fund Operating Expenses... 1.90% 1.41%(5) 1.33% (1) The redemption fee is paid to Gintel to reimburse it for expenses and costs associated with redemptions. Gintel imposes a redemption fee on shares held 60 days or less. (2) A redemption fee is imposed on redemptions of shares held 120 days or less. Redemptions to which the fee applies include redemptions of shares resulting from an exchange made pursuant to the Exchange Privilege. The redemption fee will not apply to redemptions of shares where (i) the Tocqueville Adviser or Lepercq, de Neuflize/Tocqueville Securities, L.P. is the shareholder of record, or exercises discretion over the account and (ii) the redemption (including a redemption resulting from an exchange) is made from a retirement account. In addition, The Tocqueville Trust may waive the redemption fee when the Tocqueville Adviser determines that the imposition of the redemption fee is not necessary to protect Tocqueville from the effects of redemptions by investors who use Tocqueville as a short-term trading vehicle. The Transfer Agent charges a $15 service fee for each payment of redemption proceeds made by wire. (3) The Transfer Agent charges a $5 fee for each telephone exchange. (4) Gintel does not pay brokerage commissions directly for buying and selling securities; therefore, imputed brokerage commissions, which are paid by Gintel & Co., LLC under Gintel's Administrative Services Agreement, are excluded. (5) Other Expenses and Total Annual Fund Operating Expenses are .40% and 1.40%, respectively, after voluntary waiver by the Tocqueville Adviser. This waiver may be terminated at any time. Example This Example is intended to help you compare the cost of investing in Gintel, Tocqueville and the combined fund. The expenses shown are at levels anticipated for the current fiscal year. ------------------------------------------------------------------------------- 5 ------------------------------------------------------------------------------- The Example assumes that you invest $10,000 in a fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Gintel: $193 $597 $1,026 $2,222 Tocqueville: $144 $446 $771 $1,691 Pro Forma Combined: $135 $421 $729 $1,601 ------------------------------------------------------------------------------- INFORMATION ABOUT THE REORGANIZATION The Plan and Vote Required On August 26, 2003, the Board of Gintel adopted the Plan and approved the Plan's submission to the shareholders of Gintel. The Plan (a copy of which is set forth in full as Exhibit A to this combined Proxy Statement/Prospectus) contemplates the Reorganization under which (i) all of the assets and liabilities of Gintel would be transferred to Tocqueville in exchange for shares of Tocqueville, (ii) these shares would be distributed among the shareholders of Gintel and (iii) Gintel would be liquidated and dissolved and its registration under the Act would be terminated. The result of the carrying out of the Plan would be that (i) Tocqueville would add to its gross assets and liabilities all of the assets (net of any liability for portfolio securities purchased but not settled) and liabilities of Gintel and (ii) the shareholders of Gintel would become shareholders of Tocqueville as soon as practicable after the closing. In essence, shareholders of Gintel who vote their shares in favor of the Plan are electing to redeem their shares of Gintel at net asset value and reinvest the proceeds in shares of Tocqueville at net asset value without sales charge and without recognition of taxable gain or loss for federal income tax purposes (see "Tax Aspects" below). The Tocqueville Adviser will bear the cost of all legal expenses associated with the Reorganization. Management estimates that the legal expenses will be approximately [$25,000]. The Tocqueville Adviser and the Gintel Adviser will equally bear all of the other expenses associated with the Reorganization, including accounting, printing, transfer agency, filing, proxy soliciting, transfer taxes and similar expenses incurred. Management estimates that these expenses of the Reorganization will not exceed $[_______]. Liabilities as of the date of the transfer of assets will consist primarily of accrued but unpaid normal operating expenses of Gintel including the cost of any portfolio securities purchased but not yet settled. The vote of the holders of at least a majority of the outstanding shares of Gintel entitled to vote at the meeting is required for the approval of the Plan, including the liquidation and dissolution of Gintel. If the shareholders do not approve the Plan, the Reorganization will not be effected and the Board will consider possible alternatives, including the liquidation of Gintel. Method of Carrying Out the Plan The consummation of the transactions contemplated by the Plan is contingent upon the approval of this proposal by the shareholders of Gintel and the receipt of the opinions and 6 certificates set forth in Sections 10 and 11 of the Plan and the occurrence of the events described in those Sections. Under the Plan, all the assets and liabilities of Gintel will be delivered to Tocqueville in exchange for shares of Tocqueville. The actual exchange of assets is expected to take place on or about October 30, 2003 (defined in the Plan as the "Closing Date"). Under the Plan, all redemptions of shares of Gintel shall be permanently suspended on or about (assuming a October 30, 2003, Closing Date) October 29, 2003; only redemption requests received in proper form on or prior to the close of business on that date shall be fulfilled by Gintel; redemption requests received by Gintel after that date will be treated as requests for redemptions of shares of Tocqueville to be distributed to the shareholders requesting redemption. The number of full and fractional shares of Tocqueville to be issued to shareholders of Gintel will be based on the relative net asset values per share of Gintel and Tocqueville determined at or immediately preceding the effective time of the Reorganization. Portfolio securities of both Funds will be valued in accordance with the valuation practices as described under "Net Asset Value" in each Fund's Prospectus. After the Closing Date, Gintel will distribute on a pro rata basis to its shareholders of record on September 15, 2003, shares of Tocqueville received by Gintel at closing, in liquidation and cancellation of the outstanding shares of Gintel. To assist Gintel in this distribution, Tocqueville, in accordance with a shareholder list supplied by Gintel, will cause its transfer agent to credit and confirm an appropriate number of shares of Tocqueville to each shareholder of Gintel. No certificates for shares of Tocqueville will be issued. Under the Plan, within one year after the Closing Date, Gintel shall (a) effect its liquidation and dissolution under Massachusetts law, terminate its registration under the Act and file a final report to the SEC under the Act, and (b) either pay or make provision for all of its debts and taxes. If the Plan is approved by shareholders, Gintel reserves the right to sell portfolio securities and/or purchase other securities, to the extent necessary so that the asset composition of Gintel is consistent with the investment policies and restrictions of Tocqueville. To the extent Gintel sells securities at a gain, current shareholders may receive a capital gain dividend. Transaction costs associated with any such purchases and sales would be borne equally by the Advisers. However, it is not the present intention of Gintel to engage in such transactions. Under the Plan, either of the Funds may abandon and terminate the Plan at any time prior to the Closing Date without liability if (i) the other party breaches any material provision of the Plan, (ii) prior to the Closing Date, any legal, administrative or other proceeding shall be instituted or threatened seeking to restrain or otherwise prohibit the transactions contemplated by the Plan and/or asserting a material liability of either party, which proceeding has not been terminated or the threat thereto removed prior to the Closing Date or (iii) on the Valuation Date (as defined in the Plan attached hereto as Exhibit A) either party has, pursuant to the Act or any rule, regulation or order thereunder, suspended the redemption of its shares and such suspension continues for a period of 60 days beyond the Valuation Date. In the event that the Plan is not consummated for any reason, the Board of Gintel will consider and may submit to the shareholders other alternatives. 7 Description of Shares to be Issued Full and fractional shares of Tocqueville will be issued to shareholders of Gintel in accordance with the procedures under the Plan as described above. Each share will be fully paid and nonassessable when issued and transferable without restriction and will have no preemptive or conversion rights. Reasons for the Reorganization The Board considered the Reorganization and adopted the Plan at a meeting on August 26, 2003. At the meeting, the Gintel Adviser recommended to the Board that they adopt the Plan and approve the Plan's submission to the shareholders of Gintel. Management of the Funds is of the view that both Funds would benefit from the Reorganization because of the economies of scale that would come with a larger asset base. Management has informed the Board of its belief that a reduction in expenses could potentially be realized as a result of the elimination of duplicative costs presently incurred for services that are performed for both Funds. In making its recommendation, Management considered the similarities of the investment objectives and policies of the Funds and the fact that the Funds share the same service providers. Further, Management considered that the Reorganization would be effected as a tax-free reorganization. Given the above factors and the similarity in the investment strategies of the Funds, the Gintel Adviser concluded that combining the two Funds would be appropriate and would enable the shareholders of Gintel to benefit from certain economies of scale. The Gintel Adviser indicated to the Board its belief that the most appropriate method of combining the Funds would be through a tax-free reorganization of the assets of the Funds. The Gintel Adviser also stated its belief that the Reorganization is a better alternative than a taxable redemption of Gintel shares or an outright liquidation and dissolution, and the Board concurred. In considering the Gintel Adviser's proposal, the Board considered other alternatives including continuing Gintel with management other than Tocqueville and liquidation of Gintel. The Board recognized the ability of shareholders to redeem shares of Gintel at any time prior to the Reorganization. The Board considered the effect of the Reorganization on Gintel's tax loss carryforward which would be reduced but a portion of which would be available going forward to benefit Gintel shareholders who become shareholders of Tocqueville. The Board also reviewed the proposed treatment of payments due to Gintel pursuant to the settlement of the In Re Conseco, Inc. Securities Litigation to assure that Gintel shareholders received the benefit of any such recoveries notwithstanding the Reorganization. The Board also inquired into a number of other factors which include the expense ratios and the investment performance of the Funds. The Board was informed of the expense ratios of the Funds for the most recently completed fiscal year which for Gintel is 1.90% and for Tocqueville is 1.41%. See the Fee Table beginning on page 4 which reflects the proposed impact on overall expense ratios applicable to Gintel's shareholders. The Board also considered the following comparative investment performance information regarding the Funds: 8 -------------------------------------------------------------------------------- Total Return Information for Periods Ended December 31, 2002 -------------------------------------------------------------------------------- One Year Five Years Ten Years -------------------------------------------------------------------------------- Gintel* Return Before Taxes (23.93)% (7.80)% 2.34% Return After Taxes on (23.93)% (9.55)% 0.34% Distributions Return After Taxes on (14.69)% (4.90)% 2.24% Distributions and Sales of Fund Shares -------------------------------------------------------------------------------- Russell 2000 Index** (20.48)% (1.36)% 7.15% S&P 500 Index*** (22.15)% (0.62)% 9.32% -------------------------------------------------------------------------------- Tocqueville Return Before Taxes (14.53)% (0.15)% 9.18% Return After Taxes on (14.53)% (1.44)% 7.03% Distributions Return After Taxes on (8.92)% (0.39)% 6.91% Distributions and Sales of Fund Shares -------------------------------------------------------------------------------- S&P 500 Index**** (22.10)% (0.59)% 9.34% (reflects no deduction for fees, expenses or taxes) -------------------------------------------------------------------------------- --------------- * Results are net of expenses, with dividends and capital gains reinvested. ** The Russell 2000 Index excludes the 1,000 largest companies included in the Russell 3000. The average capitalization of companies included in the Russell 2000 is $490 million as of June 30, 2002. The Russell 3000 is a weighted index of the 3,000 largest United States companies based on total market capitalization. The Russell 2000 Index reflects no deduction for fees, expenses, or taxes. -------------------------------------------------------------------------------- 9 -------------------------------------------------------------------------------- *** The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index (stock price times number of shares outstanding), with each stock's weight in the index proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of United States equity performance. The S&P 500 index reflects no deduction for fees, expenses, or taxes. **** Average annual total return is a measure of Tocqueville's performance over time. Tocqueville's average annual return is compared with the S&P 500 Index. While Tocqueville does not seek to match the returns of the S&P 500 Index, this Index is a good indicator of general stock market performance. You may not invest directly in the S&P 500 Index and, unlike Tocqueville, it does not incur fees and expenses. -------------------------------------------------------------------------------- Thus, the factors considered by the Board included, among other things: (1) recent and anticipated asset and expense levels of the Funds and future prospects of each Fund; (2) the similarity of the investment advisory, distribution and administration arrangements, and the fact that Gintel expects the Reorganization to result in savings in fixed expenses because of resulting efficiencies in administration, portfolio management and marketing; (3) alternative options to the Reorganization; (4) the terms and conditions of the Reorganization; (5) the similarity of the investment objectives, policies and restrictions of the Funds; (6) the tax free status of the Reorganization; and (7) potential tax consequences if there is no Reorganization. Based upon these factors, the Board, including the Trustees who are not interested persons of Gintel, has determined that the Reorganization of Gintel would be in the best interests of Gintel's shareholders and that no shareholder's interest would be diluted as a consequence thereof, and approves the Plan's submission to the shareholders of Gintel. Tax Aspects Immediately prior to the Valuation Date referred to in the Plan, Gintel will pay a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to Gintel's shareholders all of Gintel's investment company taxable income (computed without regard to any deduction for dividends paid) for taxable years ending on or prior to the Closing Date and all of its net capital gain, if any (after reduction for any available capital loss carry forward), realized in taxable years ending on or prior to the Closing Date. Such dividends will be included in the income of Gintel's shareholders as dividend income and capital gain, respectively. The exchange of the assets of Gintel for shares of Tocqueville and the assumption by Tocqueville of the liabilities of Gintel, and the liquidation of Gintel, are intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a)(1)(C) of the Internal Revenue Code (the "Code"). As a condition to the closing of the proposed transaction, the Funds will each receive the opinion of Paul, Hastings, Janofsky & Walker LLP, counsel to Tocqueville, to the effect that, based on certain assumptions and on the existing provisions of the Code, Treasury Regulations issued thereunder, current Revenue Rulings, Revenue Procedures and court decisions, for federal income tax purposes: (1) Gintel's transfer of all of its assets to Tocqueville in exchange for shares of Tocqueville and Tocqueville's assumption of all of Gintel's liabilities, followed by Gintel's 10 distribution of Tocqueville shares to Gintel's shareholders as part of the liquidation of Gintel, will qualify as a tax-free "reorganization" within the meaning of Section 368(a)(1)(C) of the Code. The Funds will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code, (2) no gain or loss will be recognized by the shareholders of Gintel upon the exchange of Gintel shares for Tocqueville shares (Section 354(a) of the Code), (3) Gintel will not recognize gain or loss upon the transfer of all of its assets to Tocqueville in exchange for shares of Tocqueville and Tocqueville's assumption of all of the liabilities of Gintel (Sections 361(a) and 357(a) of the Code), or upon the distribution of such shares of Tocqueville to Gintel's shareholders in exchange for all of their shares in Gintel (Section 361(c) of the Code), (4) Tocqueville will not recognize gain or loss upon its receipt of Gintel's assets in exchange for shares of Tocqueville (Section 1032(a) of the Code), (5) the basis of shares of Tocqueville received by the shareholders of Gintel will be the same as their basis in the shares of Gintel surrendered in exchange therefor (Section 358(a)(1) of the Code), (6) the holding period of shares of Tocqueville received by the shareholders of Gintel in exchange for Gintel shares will include the period during which they held Gintel shares surrendered, provided that such Gintel shares are capital assets on the date of the exchange (Section 1223(1) of the Code), (7) the tax basis of the assets of Gintel acquired by Tocqueville will be the same as the tax basis of such assets to Gintel immediately prior to the transaction (Section 362(b) of the Code), and (8) the holding period of the assets of Gintel in the hands of Tocqueville will include the period during which those assets were held by Gintel (Section 1223(2) of the Code). Gintel will have non-qualifying income in an amount equal to its reorganization expenses paid by the Advisers. Gintel does not expect such non-qualifying income to prevent it from qualifying as a regulated investment company. Immediately prior to the Reorganization, Gintel will have a capital loss ("CL") carryover. Tocqueville will be limited in its ability to use this CL carryover in the future because Gintel will be treated as having undergone an ownership change under Section 382 of the Code. As a result, Tocqueville will be able to use the CL carryover in any year only up to an amount equal to the product of (i) the value of Gintel on the date of the Reorganization and (ii) the long-term tax-exempt rate as of that date published by the Internal Revenue Service. For August 2003, the long-term tax-exempt rate is 4.35%. Shareholders of Gintel should consult their tax advisers regarding the effect, if any, of the proposed transaction in light of their individual circumstances. Since the foregoing discussion only relates to the federal income tax consequences of the proposed transaction, shareholders of Gintel should also consult their tax advisers as to state and local tax consequences, if any, of the proposed transaction. 11 Capitalization Table (Unaudited) The table below sets forth the existing capitalization of the Funds, as well as the pro forma capitalization, as of October 31, 2002. -------------------------------------------------------------------------------- Tocqueville After Transfer of Gintel Tocqueville Gintel -------------------------------------------------------------------------------- Net Assets $65,177,474 $70,133,902 $135,311,376 -------------------------------------------------------------------------------- Shares Outstanding 7,621,462 5,226,933 10,083,675 -------------------------------------------------------------------------------- Net Asset Value Per Share $ 8.55 $ 13.42 $ 13.42 -------------------------------------------------------------------------------- ADDITIONAL INFORMATION ABOUT THE FUNDS Additional information about the Funds is presented below. Shareholders of Gintel should bear in mind that the Reorganization will not result in any change in the investment management or day-to-day operation of Tocqueville. Such information is incorporated herein by reference from (i) Tocqueville's Prospectus dated February 28, 2003, enclosed herewith, and Tocqueville's Statement of Additional Information dated February 28, 2003; and (ii) Gintel's Prospectus and Statement of Additional Information, both dated April 30, 2003. Investment Objectives and Policies The investment objectives and policies of the Funds are substantially similar. Both Funds seek long-term capital appreciation primarily through investment in equity securities. Under normal circumstances, the Funds will have most of their assets invested in domestic equity securities, including common stocks, securities convertible into common stocks or rights or warrants to subscribe for or purchase common stocks. However, Gintel also may invest 20% of its net assets in the securities of foreign issuers but has no current intention to do so. Tocqueville may invest 25% of its net assets in securities of foreign issuers through ADRs. Critical factors that will be considered in the selection of any securities in which the Funds may invest will include the values of individual securities relative to other investment alternatives, trends in the determinants of corporate profits, corporate cash flow, balance sheet changes, management capability and practices, and the economic and political outlook. The investment objective of Tocqueville is to seek long-term capital appreciation. Tocqueville seeks to achieve its investment objective by investing primarily in common stocks of United States companies. Tocqueville follows a value approach to investing, meaning that it seeks to invest in companies that the portfolio manager has identified as out of favor or undervalued. The portfolio manager will identify companies that are undervalued based on his judgment of relative value and growth potential. This judgment will be based primarily on: the company's past growth and profitability or the portfolio manager's belief that the company has achieved better results than similar companies in a depressed industry which the portfolio manager believes will improve within the next two years. The portfolio manager will generally consider the following stocks to be out of favor: stocks which have underperformed market indices for at least one year and companies which have a historically low stock price in relation 12 to the company's sales, potential earnings or underlying assets. The portfolio manager will purchase stocks for Tocqueville's portfolio when they meet the above criteria and have a limited risk of further decline. The portfolio manager will sell stocks when they are no longer considered to be good values. The investment objective of Gintel is also capital appreciation. Gintel seeks to achieve its goal by focusing on a limited number of securities rather than broadly diversifying its portfolio. Gintel invests primarily in the equity securities of United States companies whose shares are listed or traded on major United States stock exchanges or in the over-the-counter market. Gintel seeks to maximize capital appreciation by using a bottom-up approach to select internally researched growth and value securities with long-term investment opportunities through careful research and then allocating a meaningful portion of portfolio assets to these selections. Gintel is a non-diversified fund, which means that it could have a portfolio which, at times, may focus on a limited number of issuers. To the extent that Gintel invests in a small number of issuers, an investment in Gintel may involve a greater risk of losing money than an investment in a diversified fund. Tocqueville is a diversified fund, which means that Tocqueville is limited as to amounts it may own of issuers with respect to 75% of its assets. Investment Restrictions The Funds each have certain fundamental investment restrictions that cannot be changed unless approved by a majority of the outstanding shares of each of the Funds' shares that would be affected by such a change. These restrictions can be found under the caption "Investment Restrictions" in each Fund's respective Statement of Additional Information. The investment restrictions applicable to the Funds are substantially similar except for the differences noted below. Tocqueville, as a diversified Fund, is prohibited with respect to 75% of the value of the Fund's assets, to purchase any securities (other than obligations issued or guaranteed by the United States government or its agencies or instrumentalities) if, immediately after such purchase, more than 5% of the value of the Fund's total assets would be invested in securities of any one issuer, or more than 10% of the outstanding voting securities of any one issuer would be owned by the Fund. Tocqueville is also prohibited from (i) making loans of money or securities other than (a) through the purchase of publicly distributed bonds, debentures or other corporate or governmental obligations, (b) by investing in repurchase agreements, and (c) by lending its portfolio securities, provided the value of such loaned securities does not exceed 33-1/3% of its total assets; (ii) borrowing money except from banks and not in excess of 10% of the value of Tocqueville's total assets; (iii) investing in precious metals other than in accordance with its investment objective and policy, if as a result Tocqueville would then have more than 10% of its total net assets (taken at current value) invested in such precious metals; (iv) buying or selling real estate; and (v) participating in a joint investment account. Gintel, as a non-diversified fund, may not with respect to 50% of its assets, invest more than 5% of its total assets, at market value, in the securities of one issuer (except the securities of the United States government) and may not purchase 10% of the outstanding voting securities of a single issuer; may not with respect to the other 50% of its assets, invest more than 25% of the market value of its total assets in a single issuer. Gintel is also prohibited from (i) borrowing money except that it may, from time to time, borrow money to the maximum extent permitted by the Act, from banks at prevailing interest rates and invest the funds in additional securities, the 13 Fund's borrowings are limited so that, immediately after such borrowings, the value of the Fund's assets (including borrowings), less its liabilities (not including borrowings), is at least three times the amount of the borrowings; and (ii) making loans of money or securities other than (a) through the purchase of securities in accordance with the Fund's investment objective, and (b) by lending portfolio securities in an amount not to exceed 10% of the Fund's total assets. Gintel also may not invest in restricted securities (securities that must be registered under the Securities Act of 1933, as amended, before they may be offered and sold to the public). Portfolio Transactions Subject to the supervision of the Boards of the Funds, decisions to buy and sell securities for the Funds are made by the respective investment adviser. Both Boards have authorized the allocation of brokerage to affiliated broker-dealers on an agency basis to effect portfolio transactions for the Funds and both have adopted procedures incorporating the standards of Rule 17e-1 of the Act (relating to the payment of brokerage commissions to affiliated broker-dealers). The Board of Gintel has authorized Gintel & Co., LLC, its administrator and an affiliated broker-dealer, to supervise and to effect a substantial amount of the portfolio transaction of Gintel's portfolio transactions. Both the Gintel Adviser and the Tocqueville Adviser are further authorized to allocate the orders placed by them on behalf of the Funds to unaffiliated brokers. With respect to the selection of a broker to execute each particular transaction, the brokerage practices of both Funds are substantially similar. Dividends and Distributions The Funds have elected to be treated as regulated investment companies under the Code. By qualifying, the Funds generally will not be subject to federal income tax to the extent they distribute their investment company taxable income and net capital gains in the manner required under the Code. It is each Fund's policy to distribute to shareholders substantially all of its net investment income and net capital gains each year, if any. Rights of Shareholders Both of the Funds are Massachusetts business trusts. As Massachusetts business trusts, the operation of the Funds is governed by their respective Declaration of Trust and applicable Massachusetts law. Shares of the Funds are redeemable at their net asset value. The voting rights of both Funds are substantially the same. The shares of each Fund entitle the holder to one vote per share on the election of trustees and all other matters submitted to shareholders. All shares of each class of each such Fund participate equally in its dividends and distributions and in its net assets on liquidation, and all shares of each, when issued, are fully paid and non-assessable, freely transferable and have no preference, pre-emptive or conversion rights. It is contemplated that neither Fund will hold regular annual meetings of shareholders. Advisory Arrangements The Tocqueville Investment Advisory Agreement provides that the Tocqueville Adviser identify and analyze possible investments for the Fund, determine the amount and timing of such investments, and the form of investment. The Tocqueville Adviser has the responsibility of monitoring and reviewing the Fund's portfolio, and, on a regular basis, to recommend the ultimate disposition of such investments. It is the Tocqueville Adviser's responsibility to cause 14 the purchase and sale of securities in the Fund's portfolio, subject at all times to the policies set forth by Tocqueville's Board of Trustees. The Gintel Investment Advisory Agreement provides that the Gintel Adviser shall supervise the investment and reinvestment of the cash, securities or other properties comprising Gintel's assets, subject at all times to the policies and controls of the Trustees. The Gintel Adviser is also responsible for decisions to buy and sell securities for Gintel, broker-dealer selection, and negotiation of its brokerage commission rates. The advisory fee for Tocqueville is .75% of the average daily net assets on the first $500 million and .65% of the average daily net assets in excess of $500 million. The advisory fee for Gintel is 1.00% of the average daily net assets. Pursuant to the Administrative Services Agreement between Tocqueville and its adviser, the Tocqueville Adviser supervises the administration of all aspects of Tocqueville's operations, including Tocqueville's receipt of services for which Tocqueville is obligated to pay, provides Tocqueville with general office facilities and provides, at Tocqueville's expense, the services of persons necessary to perform such supervisory, administrative and clerical functions as are needed to effectively operate Tocqueville. The Tocqueville Adviser receives a fee from Tocqueville equal to .15% of average daily net assets under the Administrative Services Agreement. Pursuant to the Administrative Services Agreement between Gintel and Gintel & Co., LLC (the "Gintel Administrator"), the Gintel Administrator is responsible for providing administrative services to Gintel, including but not limited to paying certain expenses of Gintel, including expenses associated with maintaining certain books and records of Gintel, assisting in the filing of Gintel documents, arranging for the printing and mailing of prospectuses, statements of additional information, proxy statements and other reports or other materials provided to Gintel's shareholders, the payment of any dividend, distribution, withdrawal or redemption, whether in shares or in cash, and various other administrative functions. The Administrative Services Agreement also permits the Gintel Administrator, at its sole discretion, to use a portion of its fee, in an amount not to exceed 0.25% of the Fund's average daily net assets, to compensate itself as well as certain other registered broker-dealers or financial institutions for certain shareholder servicing activities. Therefore, the Administrative Services Agreement also provides that the Gintel Administrator may, from time to time, pay a shareholder servicing fee to certain registered brokers, including itself for services provided in connection with the processing of orders for purchase or redemption of Gintel's shares and certain other persons or entities for furnishing services to specific shareholder accounts. In addition, the Gintel Administrator may use income from sources other than its fee to compensate persons for distribution and shareholder servicing or to pay for other distribution-related expenses. In addition, the Gintel Administrator shall be responsible for all brokerage commissions in connection with the purchase or sale of Gintel's portfolio securities (excluding applicable transaction costs such as SEC fees, exchange fees and certain sales and transfer taxes which will be paid by the Fund). However, brokerage commissions paid on trades executed through non-affiliated brokers will continue to be paid by Gintel and credited against the administrative services fee to be paid to the Gintel Administrator. 15 The Gintel Administrator receives a fee from Gintel at the annual rate of 1.25% of the first $50 million of average daily net assets, plus 1.125% of the next $50 million of average daily net assets, plus 1.0% of the average daily net assets in excess of $100 million. Distribution Arrangements Tocqueville has adopted a Distribution and Service Plan pursuant to 12b-1 under the Act whereby Tocqueville distributes Fund shares through the Tocqueville Distributor. Under the Plan, the Fund may finance activities which are primarily intended to result in the sale of the Fund's shares, including, but not limited to, advertising, printing of prospectuses and reports for other than existing shareholders, preparation and distribution of advertising material and sales literature and payments to dealers and shareholder servicing agents including the Tocqueville Distributor who enter into agreements with the Fund or its distributor. After the consummation of the Reorganization, it is anticipated that the Tocqueville Adviser will enter into a shareholder servicing agreement with the Gintel Adviser whereby the Gintel Adviser will receive .25% of the average daily net assets in certain accounts for which it provides shareholder servicing to the Tocqueville Adviser. In addition, the Gintel Adviser will receive a sub-transfer agency fee from the Tocqueville Adviser on certain assets of Tocqueville for providing sub-transfer agency services. Gintel has not adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Act. Further Information The Funds file reports and other information with the SEC. Proxy material, reports and other information about the Funds which are of public record can be inspected and copied at public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, DC 20549, and at the SEC's regional office at 233 Broadway, New York, New York 10279, and copies of such materials can be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, DC 20549, or by e-mailing the SEC at publicinfo@sec.gov. VOTING MATTERS Generally This Combined Prospectus/Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Gintel for use at a Special Meeting of Shareholders (the "Meeting") to be held at the offices of Gintel at 6 Greenwich Office Park, Greenwich, Connecticut, on October 29, 2003, at 9:00 a.m. or any postponement or adjournment thereof, to approve or disapprove the Plan. It is expected that the solicitation of proxies will be primarily by mail. Supplemental solicitations may be made by mail, telephone or personal interviews by officers and representatives of Gintel. It is anticipated that banks, broker-dealers and other institutions will be requested to forward proxy materials to beneficial owners and to obtain authorization for the execution of proxies. The Advisers may, upon request, reimburse banks, broker-dealers and other institutions for their expenses in forwarding proxy materials to beneficial owners. 16 Only shareholders of record of Gintel at the close of business on September 15, 2003 (the "Record Date"), will be entitled to vote at the Meeting. As of the Record Date, there were ______________ shares of Gintel issued and outstanding, with each whole share entitled to one vote and each fraction of a share entitled to a proportionate fraction of a vote. As of the Record Date, the officers and trustees of Gintel, as a group, owned ___% of the outstanding shares of Gintel. As of the Record Date, the officers and trustees of Tocqueville, as a group, owned ___% of the outstanding shares of Tocqueville. As of the Record Date, the following person(s) owned of record or beneficially 5% or more of the outstanding shares of Gintel: Name and Address % of Ownership Nature of Ownership ---------------- -------------- ------------------- As of the Record Date, the following person(s) owned of record or beneficially 5% or more of the outstanding shares of Tocqueville. Name and Address % of Ownership Nature of Ownership ---------------- -------------- ------------------- The beneficial owner of 25% or more of a voting security is presumed to have "control" for purposes of the Act, absent a determination to the contrary by the SEC. A person who controls the Funds could have effective control over the outcome of matters submitted to a vote of shareholders of the Funds. Based on the information provided above, as of the Record Date, the following person(s) owned a controlling interest in Gintel: [ ]. Based on the information provided above, as of the Record Date, [no person] owned a controlling interest in Tocqueville. If the accompanying proxy is executed and returned in time for the Meeting, the shares covered thereby will be voted in accordance with the instructions thereon. In the absence of any instructions, such proxy will be voted to approve the Plan. Any shareholder giving a proxy may revoke it at any time before the Meeting by submitting to Gintel a written notice of revocation or a subsequently executed proxy, or by attending the Meeting and voting in person. If a proxy represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power) or is marked with an abstention (collectively, "abstentions"), the shares represented thereby will be considered to be present at the meeting for purposes of determining the existence of a quorum for the transaction of business. These broker non-votes and abstentions will not be treated as votes in favor of the Plan. Quorum and Adjournments The presence of the holders of a majority of the outstanding shares of Gintel, in person or by proxy, constitutes a quorum. However, the mere presence of a quorum at the Meeting may not 17 be sufficient to approve one or more of the proposals. If at the time any session of the Meeting is called to order a quorum is not present, in person or by proxy, the persons named as proxies may vote those proxies which have been received to adjourn the Meeting to a later date. In the event that a quorum is present but sufficient votes in favor of one or more of the proposals have not been received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies with respect to any such proposal. All such adjournments will require the affirmative vote of a majority of the shares present in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote those proxies which they are entitled to vote in favor of the proposal, in favor of such an adjournment, and will vote those proxies required to be voted against the proposal, against any such adjournment. A vote may be taken on one or more of the proposals in this proxy statement prior to any such adjournment if sufficient votes for its approval have been received and it is otherwise appropriate. Appraisal Rights Under the Commonwealth of Massachusetts and the Act, shareholders do not have any rights of share appraisal. Shareholders have the right to redeem their shares of Gintel at net asset value at any time until the close of business on the business day prior to the Closing Date of the Reorganization and, thereafter, on any business day shareholders may redeem at net asset value their shares of Tocqueville acquired by them in the Reorganization. FINANCIAL STATEMENTS The audited financial statements for the fiscal year ended October 31, 2002, for Tocqueville, contained in Tocqueville's annual report to shareholders, have been audited by PricewaterhouseCoopers LLP, independent auditors, as stated in their report, which is incorporated herein by reference. Tocqueville's unaudited semi-annual report to shareholders for the six months ended April 30, 2003, is also incorporated herein by reference. The audited financial statements for the fiscal year ended December 31, 2002, for Gintel, contained in Gintel's 2002 annual report to shareholders, have been audited by Eisner LLP, independent auditors, as stated in their reports, which are incorporated herein by reference. OTHER MATTERS As a Massachusetts business trust, Gintel is not required, and does not intend, to hold regular annual meetings. Shareholders who wish to present proposals at any future shareholder meeting must present such proposals to the Board at a reasonable time prior to the solicitation of any shareholder proxy. 18 The management does not know of any matters to be presented at this Meeting other than that mentioned in this Proxy Statement. If any matters properly come before the meeting, the shares represented by proxies will be voted with respect thereto in accordance with the best judgment of the person or persons voting the proxies. By Order of the Board of Trustees FAY DALLAS-BROWNE, Secretary September 29, 2003 19 GINTEL FUND PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD OCTOBER 29, 2003 The undersigned shareholder of Gintel Fund, revoking previous proxies, hereby appoints ______________ and _________, and each of them, as attorneys-in-fact and proxies of the undersigned, with full power of substitution, to attend the Special Meeting of Shareholders of Gintel Fund to be held on October 29, 2003, at the offices of Gintel Fund, 6 Greenwich Office Park, Greenwich, Connecticut 06831, at 9:00 a.m., Eastern time, and at all adjournments thereof, and to vote the shares held in the name of the undersigned on the record date for said meeting on the proposal specified below. As to any other matter, said attorneys-in-fact shall vote in accordance with their best judgment. PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL BELOW. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED BELOW OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED. Please mark your proxy, date and sign it below and return it promptly in the accompanying envelope which requires no postage if mailed in the United States. TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS: |X| KEEP THIS PORTION FOR YOUR RECORDS -------------------------------------------------------------------------------- DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. -------------------------------------------------------------------------------- Vote on Proposal To approve the Agreement and Plan of Reorganization and For Against Abstain Liquidation between The Tocqueville Fund of the | | | | | | Tocqueville Trust ("Tocqueville") and the Gintel Fund ("Gintel") which contemplates the transfer to Tocqueville of all the assets and liabilities of Gintel in exchange for shares of Tocqueville and the distribution of such shares to the shareholders of Gintel, the liquidation and dissolution of Gintel, and the termination of the Gintel's registration under the Investment Company Act of 1940, as amended. -------------------------------------------------------------------------------- NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as attorney, executor, administrator, trustee, guardian, etc., please give your full title as such. Joint owners should each sign this proxy. If account is registered in the name of a corporation, partnership or other entity, a duly authorized individual must sign on its behalf and give title. --------------------------------------------- -------------------------------- | | | | | | --------------------------------------------- -------------------------------- Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owner) Date STATEMENT OF ADDITIONAL INFORMATION Relating to the acquisition of the assets of GINTEL FUND 6 Greenwich Office Park Greenwich, Connecticut 06831 by and in exchange for shares of THE TOCQUEVILLE FUND series of THE TOCQUEVILLE TRUST 1675 Broadway New York, New York 10019 This Statement of Additional Information, relating specifically to the proposed acquisition of all of the assets of the Gintel Fund ("Gintel") by The Tocqueville Fund series of The Tocqueville Trust ("Tocqueville"), consists of this cover page, pro forma financial statements and the following described documents, each of which is incorporated by reference herein: The Statement of Additional Information of Tocqueville dated February 28, 2003; The Annual Report of Tocqueville for the year ended October 31, 2002, and the Semi-Annual Report of Tocqueville for the six months ended April 30, 2003; and The Annual Report of Gintel for the year ended December 31, 2002. This Statement of Additional Information is not a prospectus. A Combined Proxy Statement/Prospectus dated September 29, 2003, relating to the above-referenced transaction may be obtained from Tocqueville Asset Management L.P., 1675 Broadway, New York, New York 10019, (800) 697-3863. This Statement of Additional Information relates to, and should be read in conjunction with, such Combined Proxy Statement/Prospectus. Shown below are financial statements for both Gintel and Tocqueville and Pro Forma financial statements for the Combined Fund at October 31, 2002, as though the reorganization occurred as of that date. The first table presents Statements of Assets and Liabilities (unaudited) for both Gintel and Tocqueville and Pro Forma figures for the Combined Fund. The second table presents Statements of Operations (unaudited) for both Gintel and Tocqueville and Pro Forma figures for the Combined Fund. The third table presents Portfolio of Investments (unaudited) for both Gintel and Tocqueville and Pro Forma figures for the Combined Fund. The tables are followed by the Notes to the Pro Forma Financial Statements (unaudited). The date of this Statement of Additional Information is September 29, 2003. PRO FORMA FINANCIAL STATEMENTS Statements of Assets and Liabilities as of October 31, 2002 (Unaudited) The Tocqueville (Pro Forma) Gintel Fund Fund Adjustments Combined ----------- ----------- ----------- ----------- Assets Investments, at value(1) $65,272,217 $71,175,430 $136,447,647 Cash 743 - 743 Receivable for investments sold 43,854 761,792 805,646 Receivable for fund shares sold - 190,430 190,430 Dividends, interest and other receivables 2,084 42,065 44,149 Prepaid assets - 13,177 13,177 ----------- ----------- ----------- ------------- Total Assets 65,318,898 72,182,894 $137,501,792 ----------- ----------- ----------- ------------- Liabilities Payable for investments purchased - 1,790,068 1,790,068 Payable for fund shares redeemed - 51,000 51,000 Payable to Adviser 53,909 79,795 133,704 Accrued distribution fee - 28,490 28,490 Accrued expenses and other liabilities 87,515 99,639 187,154 ----------- ----------- ----------- ------------- Total Liabilities 141,424 2,048,992 2,190,416 ----------- ----------- ----------- ------------- Net Assets $65,177,474 $70,133,902 $135,311,376 ----------- ----------- ----------- ------------- Net assets consisted of: Paid in capital 118,751,001 76,938,473 195,689,474 Accumulated net investment income (loss) (1,556,881) - (1,556,881) Accumulated net realized gain (loss) (51,243,860) (5,886,252) (57,130,112) Net unrealized appreciation (depreciation) on: - Investments (772,786) (918,319) (1,691,105) ----------- ----------- ----------- ------------- Net assets $65,177,474 $70,133,902 $135,311,376 ----------- ----------- ----------- ------------- Shares of beneficial interest outstanding (unlimited shares of $0.01 par value authorized) 7,621,462 5,226,933 (2,764,720) 10,083,675 Net asset value, offering and redemption price per share $ 8.55 $ 13.42 $ 13.42 ----------- ----------- ----------- ------------- (1)Cost of Investments $66,293,002 $72,093,749 $138,386,751 See Notes to Pro Forma Financial Statements (Unaudited) 2 Statements of Operations for the twelve months ended October 31, 2002 (Unaudited) The Tocqueville (Pro Forma) Gintel Fund Fund Adjustments Combined ----------- ----------- ----------- ----------- Investment Income: Dividends* $ 47,781 $ 789,067 $ - $ 836,848 Interest 1,286,222 23,125 - 1,309,347 Other Income 42,003 - - 42,003 ----------- ----------- --------- --------- 1,376,006 812,192 - 2,188,198 ----------- ----------- --------- --------- Expenses: Investment Adviser's fee 878,504 454,990 (269,217) 1,064,277 Custody fees - 13,464 22,117 35,581 Fund accounting fees - 23,824 10,166 33,990 Transfer agent and shareholder services - 33,583 33,583 Professional fees - 39,410 39,410 Distribution fees - 151,664 203,095 354,759 Administration fee 1,050,842 90,999 (928,986) 212,855 Printing and mailing expense - 12,339 12,339 Registration fees - 20,366 20,366 Trustee fees and expenses 55,498 8,383 (55,498) 8,383 Insurance expense - 4,211 4,211 Other 66,750 393 67,143 ----------- ----------- --------- --------- Total expenses before waivers 2,051,594 853,626 (1,018,323) 1,886,897 Less: Fees waived - (4,436) 4,436 - ----------- ------------ --------- --------- Net expenses 2,051,594 849,190 (1,013,887) 1,886,897 ----------- ----------- ----------- --------- Net Investment Income (Loss) (675,588) (36,998) 1,013,887 301,301 ----------- ----------- --------- --------- Realized and Unrealized Gain (Loss): Net realized gain (loss) on investments (53,729,035) (46,399) - (53,775,434) Net change in unrealized appreciation (depreciation) on: Investments 37,414,134 (10,396,836) - 27,017,298 ----------- ---------- ---------- ----------- Net gain (loss) on investments (16,314,901) (10,443,235) - (26,758,136) ----------- ----------- --------- ----------- Net Increase (Decrease) in Net Assets Resulting from Operations $(16,990,489)$(10,480,233) 1,013,887 $(26,456,835) ------------ ------------ --------- ----------- *Net of Foreign Taxes Withheld $ - $ 4,806 $ - $ 4,806 ------------ ------------ -------- ----------- See Notes to Pro Forma Financial Statements (Unaudited) 3 Portfolio of Investments as of October 31, 2002 (Unaudited)
Gintel Fund Tocqueville Proforma Shares Value Shares Value Shares Value ------ ----- ------ ----- ------ ----- Common Stocks - 56.2% ---------------------- Advertising - 1.6% The Interpublic Group of Companies, Inc. $ 110,000 $1,316,700 110,000 $1,316,700 Viacom Inc. - Class A 10,000 445,900 10,000 445,900 Viacom Inc. - Class B 10,000 446,100 10,000 446,100 ---------- ---------- ----------- 2,208,700 2,208,700 Biotechnology - 0.0% Thermogenesis Corp. 15,000 18,600 15,000 18,600 ---------- ---------- ----------- 18,600 18,600 Business Services - 0.2% Optimal Robotics Corp. 50,000 310,500 50,000 310,500 ---------- ---------- ----------- 310,500 310,500 Chemical/Industrial - 2.2% E.I du Pont de Nemours and Company 25,000 1,031,250 25,000 1,031,250 Olin Corporation 120,000 1,951,200 120,000 1,951,200 ---------- ---------- ----------- 2,982,450 2,982,450 Communications - 2.0% AT&T Corp. 90,000 1,173,600 90,000 1,173,600 Tellabs, Inc. 200,000 1,536,000 200,000 1,536,000 ---------- ---------- ----------- 2,709,600 2,709,600 Data Storage - 1.9% EMC Corporation 500,000 2,555,000 500,000 2,555,000 ---------- ---------- ----------- 2,555,000 2,555,000 Drilling Equipment - 1.2% Varco International, Inc. 100,000 1,644,000 100,000 1,644,000 ---------- ---------- ----------- 1,644,000 1,644,000 Eating and Drinking Places - 1.0% McDonald's Corporation 75,000 1,358,250 75,000 1,358,250 ---------- ---------- ----------- 1,358,250 1,358,250 Education - 0.7% Systems & Computer Technology Corporation 100,000 942,000 100,000 942,000 ---------- ---------- ----------- 942,000 942,000 Electric, Gas and Sanitary Services - 2.5% FPL Group, Inc. 40,000 2,359,200 40,000 2,359,200 Hawaiian Electric Industries, Inc. 20,000 957,400 20,000 957,400 ---------- ---------- ----------- 3,316,600 3,316,600 Energy - 0.8% Anadarko Petroleum Corporation 10,000 445,400 10,000 445,400 ChevronTexaco Corporation 5,000 338,150 5,000 338,150 ConocoPhillips 5,000 242,500 5,000 242,500 ---------- ---------- ---------- 1,026,050 1,026,050 Entertainment - 1.1% Imax Corporation 300,000 1,497,000 300,000 1,497,000 ---------- ---------- ---------- 1,497,000 1,497,000 Financial Institutions - 0.3% Net.B@nk, Inc. 40,000 395,200 40,000 395,200 ---------- ---------- ---------- 395,200 395,200 Freight - 0.9% Alexander & Baldwin, Inc. 50,000 1,162,550 50,000 1,162,550 ---------- ---------- ---------- 1,162,550 1,162,550 Furniture & Fixtures - 0.7% Steelcase Inc. 100,000 911,000 100,000 911,000 ---------- ---------- ---------- 911,000 911,000 Industrial Equipment - 0.9% Honeywell International Inc. 50,000 1,197,000 50,000 1,197,000 ---------- ---------- ---------- 1,197,000 1,197,000
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Gintel Fund Tocqueville Proforma Shares Value Shares Value Shares Value ------ ----- ------ ----- ------ ----- Insurance Agents, Brokers and Services - 1.8% Humana Inc. 200,000 2,436,000 200,000 2,436,000 ---------- ---------- ---------- 2,436,000 2,436,000 Insurance/Reinsurance Carriers - 4.9% The Allstate Corporation 50,000 1,989,000 50,000 1,989,000 American International Group, Inc. 15,000 938,250 15,000 938,250 IPC Holdings, Ltd. 70,000 2,181,900 70,000 2,181,900 Unitrin, Inc. 50,000 1,575,000 50,000 1,575,000 ---------- ---------- ---------- 6,684,150 6,684,150 Medical Instruments - 0.1% Milestone Scientific Inc. 555,000 166,500 555,000 166,500 ---------- ---------- ---------- 166,500 166,500 Metal Mining - 4.6% Inco Limited 115,000 2,196,500 115,000 2,196,500 Newmont Mining Corporation 100,000 2,472,000 100,000 2,472,000 Phelps Dodge Corporation 50,000 1,551,000 50,000 1,551,000 ---------- ---------- ---------- 6,219,500 6,219,500 Money Center Banks - 4.0% Bank of America Corporation 40,000 2,792,000 40,000 2,792,000 The Bank of New York Company, Inc. 25,000 650,000 25,000 650,000 Mitsubishi Tokyo Financial Group, Inc. (MFTG) 300,000 1,923,000 300,000 1,923,000 ---------- ---------- ---------- 5,365,000 5,365,000 Non-Depository Credit Institutions - 0.7% American Express Company 25,000 909,250 25,000 909,250 ---------- ---------- ---------- 909,250 909,250 Oil & Gas Extraction - 1.6% Ivanhoe Energy Inc. 300,000 180,000 300,000 180,000 Tesco Corporation 206,900 2,017,275 206,900 2,017,275 ---------- ---------- ---------- 2,197,275 2,197,275 Paper and Allied Products - 1.5% Temple-Inland Inc. 50,000 2,051,000 50,000 2,051,000 ---------- ---------- ---------- 2,051,000 2,051,000 Petroleum Refining - 3.1% Core Laboratories NV 130,000 1,225,900 130,000 1,225,900 Murphy Oil Corporation 35,000 2,934,050 35,000 2,934,050 ---------- ---------- ---------- 4,159,950 4,159,950 Pharmaceuticals - 2.1% Bristol-Myers Squibb Company 43,500 1,070,535 43,500 1,070,535 Merck & Co. Inc. 20,000 1,084,800 20,000 1,084,800 Schering-Plough Corporation 35,000 747,250 35,000 747,250 ---------- ---------- ---------- 2,902,585 2,902,585 Primary Metal Industries - 1.2% Alcoa Inc. 75,000 1,654,500 75,000 1,654,500 ---------- ---------- ---------- 1,654,500 1,654,500 Pumps & Valves - 0.3% Flowserve Corporation 40,000 468,800 40,000 468,800 ---------- ---------- ---------- 468,800 468,800 Software - 2.4% Adobe Systems Incorporated 30,000 709,200 30,000 709,200 Autodesk, Inc. 100,000 1,170,000 100,000 1,170,000 Microsoft Corporation 25,000 1,336,750 25,000 1,336,750 ---------- ---------- ---------- 3,215,950 3,215,950 Technology - 6.1% CheckFree Corp. 475,000 7,733,000 475,000 7,733,000 Universal Display Corporation 60,000 540,600 60,000 540,600 ---------- ---------- ---------- 7,733,000 540,600 8,273,600
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Gintel Fund Tocqueville Proforma Shares Value Shares Value Shares Value ------ ----- ------ ----- ------ ----- Toy Manufacturing - 1.4% Mattel, Inc. 100,000 1,836,000 100,000 1,836,000 ---------- ---------- ---------- 1,836,000 1,836,000 Transportation Equipment - 1.3% The Boeing Company 60,000 1,785,000 60,000 1,785,000 ---------- ---------- ---------- 1,785,000 1,785,000 Wireless Mobile Computing Systems - 0.9% Symbol Technologies, Inc. 145,000 1,254,250 145,000 1,254,250 ---------- ---------- ---------- 1,254,250 1,254,250 Wireless Networking Equipment - 0.2% Proxim Corporation 250,000 212,500 250,000 212,500 ---------- ---------- ---------- 212,500 212,500 ------------------------------------------------------------------------------------------------------------- Total Common Stocks (Cost $76,598,169) 10,836,350 65,189,960 76,026,310 ------------------------------------------------------------------------------------------------------------- Principal Principal Principal Fixed Income Securities - 0.1% Amount Amount Amount ------ ------ ------ Conseco Inc., 8.50%,10/15/2049 1,500,000 131,250 1,500,000 131,250 ------------------------------------------------------------------------------------------------------------- Total Fixed Income Securities (Cost $1,500,000) 131,250 131,250 -------------------------------------------------------------------------------------------------------------
Gintel Fund Tocqueville Proforma Principal Value Principal Value Principal Value --------- ----- --------- ----- --------- ----- Short-Term Investments - 44.5% GE Capital Corp. Commercial Paper, 1.72%, 11/1/02 1,765,000 1,765,000 1,765,000 1,765,000 Repurchase Agreement with U.S. Bank, N.A., 1.15%, dated 10/31/02, due 11/01/02, collateralized by U.S. Treasury Note valued at $1,441,233. Repurchase proceeds of $1,413,045 (cost $1,413,000). 1,413,000 1,413,000 1,413,000 1,413,000 U.S. Treasury Bill - 1.85% 11/7/02 11,013,000 11,010,284 11,013,000 11,010,284 U.S. Treasury Bill - 1.87% 11/14/02 18,022,000 18,012,043 18,022,000 18,012,043 U.S. Treasury Bill - 1.90% 11/21/02 13,517,000 13,505,360 13,517,000 13,505,360 U.S. Treasury Bill - 1.89% 11/29/02 10,023,000 10,011,930 10,023,000 10,011,930 U.S. Treasury Bill - 1.70% 1/23/03 300,000 299,025 300,000 299,025 U.S. Treasury Bill - 1.60% 3/27/03 2,300,000 2,287,221 2,300,000 2,287,221 U.S. Treasury Bill - 1.40% 5/1/03 2,000,000 1,986,224 2,000,000 1,986,224 ------------------------------------------------------------------------------------------------------------------ Total Short-Term Investments (Cost $60,288,582) 54,304,617 5,985,470 60,290,087 ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ Total Investments (Cost $138,386,751) - 100.8% 65,272,217 71,175,430 136,447,647 ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ Liabilities, less Other Assets - (0.8%) (94,743) (1,041,528) (1,136,271) ------------------------------------------------------------------------------------------------------------------ Total Net Assets - 100.0% $65,177,474 $70,133,902 $135,311,376 =========== =========== ============
See Notes to Pro Forma Financial Statements (Unaudited) 6 Notes to the Pro Forma Financial Statements October 31, 2002 (Unaudited) 1. BASIS OF COMBINATION The Pro Forma Combined Statement of Assets and Liabilities, including the Portfolio of Investments ("Pro Forma Statements") as of October 31, 2002, and the related Combined Statement of Operations for the twelve months ended October 31, 2002, reflect the accounts of The Tocqueville Fund series of The Tocqueville Trust ("Tocqueville") and Gintel Fund ("Gintel"). The Pro Forma Combined Statement of Assets and Liabilities has been restated to reflect a tax free exchange of Gintel shares as of the close of business on October 31, 2002. Tocqueville's adviser, Tocqueville Asset Management L.P., and Gintel's adviser, Gintel & Co., LLC, will equally pay all the costs associated with the reorganization except for the legal expenses which will be paid solely by Tocqueville Asset Management L.P. The Pro Forma Statements give effect to the proposed transfer of all assets and liabilities of Gintel in exchange for shares of Tocqueville. In conjunction with the reorganization, Tocqueville is the surviving fund. The Pro Forma Statements should be read in conjunction with the historical financial statements of Tocqueville and Gintel included in their respective Statements of Additional Information. 2. VALUATION Investments in securities, including foreign securities, traded on an exchange or quoted on the over-the-counter market are valued at the last sale price or, if no sale occurred during the day, at the mean between closing bid and asked prices, as last reported by a pricing service approved by the Trustees. When market quotations are not readily available, or when restricted securities or other assets are being valued, such assets are valued at fair value as determined in good faith by or under procedures established by the Trustees. Short-term investments are stated at cost which, together with accrued interest, approximates fair value. 3. CAPITAL SHARES The Pro Forma Combined net asset value per share assumes the issuance of additional shares of Tocqueville which would have been issued at October 31, 2002, in connection with the proposed reorganization. The amount of additional shares assumed to be issued was calculated based on the October 31, 2002, net asset value per share of Tocqueville ($13.42). The Pro Forma number of shares outstanding are determined as follows: Shares of Tocqueville: 5,226,933 Additional Shares to be issued to Gintel: 4,855,700 Pro Forma Shares Outstanding: 10,082,633 7 The Pro Forma Statements assume that all shares of Gintel outstanding on October 31, 2002, were exchanged, tax free, for shares of Tocqueville. 4. PRO FORMA OPERATING EXPENSES The Pro Forma Statement of Operations assumes expense adjustments based on the agreements of Tocqueville, the surviving entity. Certain accounts have been adjusted to reflect the expenses of the combined entity more closely. Pro Forma operating expenses include the expenses of Tocqueville and Gintel combined, adjusted for certain items which are factually supportable. Advisory fees have been charged to the combined entity based upon the contract in effect for Tocqueville at the level of assets of the combined fund for the stated period. 8 EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated this 26th day of August, 2003, by and between Gintel Fund (the "Fund"), a Massachusetts business trust, and The Tocqueville Fund series of The Tocqueville Trust (the "Trust"), a Massachusetts business trust. W I T N E S S E T H: WHEREAS, the parties are each open-end investment management companies; and WHEREAS, the parties hereto desire to provide for the acquisition by the Trust of all of the assets and liabilities of the Fund solely in exchange for shares of beneficial interest (par value $.01) ("shares") of the Trust, which shares of the Trust will thereafter be distributed by the Fund pro rata to its shareholders in complete liquidation and complete cancellation of its shares; NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. The parties hereto hereby adopt an Agreement and Plan of Reorganization and Liquidation (the "Agreement") pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") as follows: The reorganization will be comprised of the acquisition by the Trust of all of the properties, assets and liabilities of the Fund solely in exchange for shares of the Trust, followed by the distribution of such Trust shares to the shareholders of the Fund in exchange for their shares of the Fund, and the liquidation and dissolution of the Fund all upon and subject to the terms of the Agreement hereinafter set forth. The share transfer books of the Fund will be permanently closed on the Valuation Date (as hereinafter defined) and only redemption requests made by shareholders of the Fund pursuant to Section 22(e) of the Investment Company Act of 1940 (the "Act") received in proper form on or prior to the close of business on the Valuation Date shall be fulfilled by the Fund; redemption requests received by the Fund after that date shall be treated as requests for the redemption of the shares of the Trust to be distributed to the shareholder in question as provided in Section 5. 2. On the Closing Date (as hereinafter defined), all of the assets and liabilities of the Fund on that date shall be delivered to the Trust and the number of shares of the Trust having an aggregate net asset value equal to the value of the assets of the Fund will be transferred and delivered to the Fund. 3. The net asset value of shares of the Trust and the value of the assets of the Fund to be transferred shall in each case be determined as of the close of business of the New York Stock Exchange on the Valuation Date. The computation of the net asset value of the shares of the Trust and the Fund shall be done in the manner used by the Trust and the Fund, respectively, in the computation of such net asset value per share as set forth in their respective A-1 prospectuses. The methods used by the Trust in such computation shall be applied to the valuation of the assets of the Fund to be transferred to the Trust. The Fund shall declare and pay, immediately prior to the Valuation Date, a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Fund's shareholders all of the Fund's investment company taxable income for taxable years ending on or prior to the Closing Date (computed without regard to any dividends paid) and all of its net capital gain, if any, realized in taxable years ending on or prior to the Closing Date (after reduction for any capital loss carry-forward) (the "RIC dividend"). 4. The closing shall be at the office of the Fund at 6 Greenwich Office Park, Greenwich, Connecticut 06831, at 9:00 a.m. on October 30, 2003, or at such other time, date or place as the parties may designate or as provided below (the "Closing Date"). The business day preceding the Closing Date is herein referred to as the "Valuation Date." In the event that on the Valuation Date either party has, pursuant to the Act or any rule, regulation or order thereunder, suspended the redemption of its shares or postponed payment therefor, the Closing Date shall be postponed until the first business day after the date when both parties have ceased such suspension or postponement; provided, however, that if such suspension shall continue for a period of 60 days beyond the Valuation Date, then the other party to this Agreement shall be permitted to terminate this Agreement without liability to either party for such termination. 5. As soon as practicable after the closing, the Fund shall distribute on a pro rata basis to those persons who were shareholders of the Fund on the Valuation Date the shares of the Trust received by the Fund pursuant to the Agreement in liquidation and cancellation of the outstanding shares of the Trust. For the purpose of the distribution by the Fund of such shares of the Trust to its shareholders, the Trust will promptly cause U.S. Bancorp Fund Services, LLC (the "Transfer Agent") to: (a) credit an appropriate number of shares of the Trust on the books of the Trust to each shareholder of the Fund in accordance with a list (the "Shareholder List") of its shareholders received from the Fund; and (b) confirm an appropriate number of shares of the Trust to each shareholder of the Fund. No certificates for shares of the Trust will be issued. The Shareholder List shall indicate, as of the close of business on the Valuation Date, the name and address of each shareholder of the Fund, indicating his or her share balance. The Fund agrees to supply the Shareholder List to the Trust not later than the Closing Date. 6. As soon as practicable, and in any event within one year after the closing, the Fund shall (a) effect its dissolution with the proper Massachusetts authorities, terminate its registration under the Act and file a final annual report on Form N-SAR with the Securities and Exchange Commission under that Act and (b) either pay or make provision for payment of all of its liabilities and taxes. 7. Subsequent to the date of approval by shareholders of the Fund of the transactions contemplated by this Agreement and prior to the Closing Date, there shall be coordination between the parties as to their respective portfolios so that, after the closing, the A-2 Trust will be in compliance with all of its investment policies and restrictions. At the time of delivery of portfolio securities for examination as provided in Section 8, the Fund shall deliver to the Trust two copies of a list setting forth the securities then owned by the Fund and the respective federal income tax basis thereof. 8. Portfolio securities or written evidence acceptable to the Trust of record ownership thereof by The Depository Trust Company or through the Federal Reserve Book Entry System or any other depository approved by the Fund pursuant to Rule 17f-4 under the Act shall be presented by the Fund to the Trust or, at its request, to its custodian bank, for examination no later than five business days preceding the Closing Date, and shall be delivered, or transferred by appropriate transfer or assignment documents, by the Fund on the Closing Date to the Trust duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers and shall be accompanied by all necessary state transfer stamps, if any, or a check for the appropriate purchase price thereof. The cash delivered, if any, shall be in the form of certified or bank cashiers checks or by bank wire payable to the order of the Trust. The number of shares (to the nearest whole share) of the Trust being delivered against the securities and cash of the Fund, registered in the name of the Fund, shall be delivered to the Fund on the Closing Date. Such shares shall thereupon be assigned by the Fund to its shareholders so that the shares of the Trust may be distributed as provided in Section 5. If, at the Closing Date, the Fund is unable to make delivery under this Section 8 to the Trust of any of its portfolio securities or cash for the reason that any of such securities purchased by the Fund, or the cash proceeds of a sale of portfolio securities, prior to the Closing Date have not yet been delivered to it or the Fund's custodian, then the delivery requirements of this Section 8 with respect to said undelivered securities or cash will be waived and the Fund will deliver to the Trust by or on the Closing Date and with respect to said undelivered securities or cash executed copies of an agreement or agreements of assignment in a form reasonably satisfactory to the Trust, together with such other documents, including a due bill or due bills and brokers' confirmation slips as may reasonably be required by the Trust. 9. The Trust shall assume the liabilities (including for portfolio securities purchased which have not settled) of the Fund, but the Fund will, nevertheless, use its best efforts to discharge all known liabilities, so far as may be possible, prior to the Closing Date. The expenses of the Fund and the Trust, respectively, related to the reorganization including legal, accounting, printing, filing, proxy soliciting and portfolio transfer taxes, if any, will be borne by the Trust's adviser and/or the distributor. 10. The obligations of the Trust hereunder shall be subject to the following conditions: A. The Board of Trustees of the Fund shall have authorized the execution of this Agreement and the shareholders of the Fund shall have approved the transactions contemplated herein, and the Fund shall have furnished to the Trust copies of resolutions to that effect certified by the Secretary or an Assistant Secretary of the Fund; such shareholder approval shall have been by the vote of the holders of a majority of the outstanding voting securities of the A-3 Fund entitled to vote at a meeting for which proxies have been solicited by the Combined Proxy Statement/Prospectus. B. The Trust shall have received an opinion dated the Closing Date of Kramer Levin Naftalis & Frankel LLP, to the effect that (i) the Fund is a validly existing Massachusetts business trust under the laws of Massachusetts with full corporate powers to carry on its business as then being conducted and to enter into and perform this Agreement; and (ii) all corporate action necessary to make this Agreement, according to its terms, valid, binding and enforceable on the Fund and to authorize effectively the transactions contemplated by this Agreement have been taken by the Fund. C. The representations and warranties of the Fund contained herein shall be true and correct at and as of the Closing Date, and the Trust shall have been furnished with a certificate of the President or the Secretary or the Treasurer of the Fund, dated the Closing Date, to that effect. D. On the Closing Date, the Fund shall have furnished to the Trust a certificate of the Treasurer of the Fund as to the amount of the capital loss carry-over and net unrealized appreciation or depreciation, if any, with respect to the Fund as of the Closing Date. E. A Registration Statement filed by the Trust solely under the Securities Act of 1933 on Form N-14 and containing a preliminary form of the Combined Proxy Statement/Prospectus shall have become effective under that Act not later than October 31, 2003. F. The Trust shall have received an opinion, dated the Closing Date, of Paul, Hastings, Janofsky & Walker LLP, to the same effect as the opinion contemplated by Section 11D of this Agreement. 11. The obligations of the Fund hereunder shall be subject to the following conditions: A. The Board of Trustees of the Trust shall have authorized the execution of this Agreement and the transactions contemplated hereby, and the Trust shall have furnished to the Fund copies of resolutions to that effect certified by the Secretary or an Assistant Secretary of the Trust. B. The Fund shall have received an opinion dated the Closing Date of Paul, Hastings, Janofsky & Walker LLP, to the effect that (i) the Trust is a validly existing Massachusetts business trust under the laws of Massachusetts with full corporate powers to carry on its business as then being conducted and to enter into and perform this Agreement; (ii) all corporate action necessary to make this Agreement, according to its terms, valid, binding and enforceable upon the Trust and to authorize effectively the transactions contemplated by this Agreement have been taken by the Trust, and (iii) the shares of the Trust to be issued hereunder are duly authorized and when issued will be validly issued, fully-paid and non-assessable. C. The representations and warranties of the Trust contained herein shall be true and correct at and as of the Closing Date, and the Fund shall have been furnished with a A-4 certificate of the President or the Secretary or the Treasurer of the Trust to that effect dated the Closing Date. D. The Fund shall have received an opinion of Paul, Hastings, Janofsky & Walker LLP to the effect that for federal income tax purposes: (a) The Fund's transfer of all of its assets to the Trust solely in exchange for shares of the Trust, followed by the Fund's distribution of shares of the Trust to the Fund's shareholders as part of the liquidation of the Fund will qualify as a tax-free "reorganization" within the meaning of Section 368(a)(1)(C) of the Code. The Fund and the Trust will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code; (b) No gain or loss will be recognized by the shareholders of the Fund upon the exchange of shares of the Trust for the shares of the Fund (Section 354(a) of the Code); (c) The Fund will not recognize gain or loss under the provisions of the Code upon the transfer of all of its assets to the Trust solely in exchange for shares of the Trust and the Trust's assumption of all of the liabilities of the Fund (Sections 361(a) and 357(a) of the Code); (d) The Trust will not recognize gain or loss upon its receipt of all of the Fund's assets solely in exchange for shares of the Trust (Section 1032(a) of the Code); (e) The basis of the shares of the Trust received by the shareholders of the Fund will be the same as the basis in the shares of the Fund surrendered in exchange therefor (Section 358(a)(1) of the Code); (f) The holding period of the shares of the Trust received in exchange for Fund shares by the shareholders of the Fund will include the period that the shareholders of the Fund held the Fund shares surrendered in exchange therefor, provided that such Fund shares are held by the shareholders as capital assets on the date of the exchange (Section 1223(1) of the Code); (g) The tax basis of the Fund's assets acquired by the Trust will be the same as the tax basis of such assets to the Fund immediately prior to the transaction (Section 362(b) of the Code); and (h) The holding period of the assets of the Fund in the hands of the Trust will include the period during which those assets were held by the Fund (Section 1223(2) of the Code). E. A Registration Statement filed by the Trust under the Securities Act of 1933 on Form N-14, containing a preliminary form of the Combined Proxy Statement/Prospectus shall have become effective under that Act not later than October 31, 2003. 12. The Fund hereby represents and warrants that: (a) The financial statements of the Fund as of December 31, 2002, heretofore furnished to the Trust present fairly the financial position, results of operations, and changes in A-5 net assets of the Fund as of that date, in conformity with accounting principles generally accepted in the United States of America applied on a basis consistent with the preceding year; and that from January 1, 2003, through the date hereof, there have not been, and through the Closing Date there will not be, any material adverse change in the business or financial condition of the Fund, it being agreed that a decrease in the size of the Fund due to a diminution in the value of its portfolio and/or redemption of its shares shall not be considered a material adverse change; (b) The prospectus contained in the Fund's Registration Statement under the Securities Act of 1933, as amended, is true, correct and complete, conforms to the requirements of the Securities Act of 1933 and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Registration Statement, as amended, was, as of the date of the filing of the last Post-Effective Amendment, true, correct and complete, conformed to the requirements of the Securities Act of 1933 and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (c) There is no material contingent liability of the Fund and no material legal, administrative or other proceedings pending or, to the knowledge of the Fund, threatened against the Fund, not reflected in such prospectus; (d) There are no material contracts outstanding to which the Fund is a party other than those ordinary in the conduct of its business; (e) The Fund is a validly existing Massachusetts business trust; (f) All federal and other tax returns and reports of the Fund required by law to be filed have been filed, and all federal and other taxes shown as due on said returns and reports have been paid or provision shall have been made for the payment thereof and to the best of the knowledge of the Fund no such return is currently under audit and no assessment has been asserted with respect to such returns and to the extent such tax returns with respect to the taxable year of the Fund ended December 31, 2002, have not been filed, such returns will be filed when required and the amount of tax shown as due thereon shall be paid when due; (g) The Fund has elected to be treated as a regulated investment company and, for each fiscal year of its operations, the Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and the Fund intends to meet such requirements with respect to its current taxable year. The Fund is an investment company within the meaning of Section 368(a)(2)(F)(i) and (iii) of the Code and satisfies the diversification requirements of Section 368(a)(2)(F)(ii). Not more than 25 percent of the value of the Fund's total assets is invested in the stock and securities of any one issuer, and not more than 50 percent of the value of the Fund's total assets is invested in the stock and securities of five or fewer issuers; (h) The Fund will transfer to the Trust assets representing at least 90 percent of the fair market value of the net assets and 70 percent of the gross assets held by the Fund A-6 immediately prior to the transaction. In calculating these percentages, all redemptions and distributions (other than distributions required pursuant to Section 22(e) of the Act or to enable the Fund to qualify as a regulated investment company) made by the Fund immediately prior to the transfer and which are part of the plan of reorganization will be considered as assets held by the Fund immediately prior to the transfer; (i) There is no plan or intention by the shareholders of the Fund who own five percent or more of the Fund's shares, and, to the best of the knowledge of management of the Fund, there is no plan or intention on the part of the remaining shareholders of the Fund to sell, exchange, or otherwise dispose of a number of shares of the Trust received in the transaction that would reduce the Fund's shareholders' ownership of shares of the Trust to a number of shares having a value as of the Closing Date of less than 50 percent of the value of all of the formerly outstanding stock of the Fund as of the Closing Date. There are no dissenters' rights in the transaction, and no cash will be exchanged for stock of the Fund in lieu of fractional shares of the Trust. Shares of the Fund and shares of the Trust held by a shareholder of the Fund and otherwise sold, redeemed, or disposed of prior or subsequent to the transaction will be considered in making this representation; (j) The Fund will distribute the shares of the Trust and any other property it receives in this transaction, and its other properties, in pursuance of the plan of reorganization; (k) The Fund's liabilities assumed by the Trust and the liabilities to which the transferred assets of the Fund are subject were incurred in the ordinary course of its business; (l) The Fund is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code; (m) As soon as practicable, but in no event later than 12 months following the date that all of the assets are transferred to the Trust, the Fund will be liquidated and dissolved under state law; (n) The fair market value of the assets of the Fund transferred to the Trust will equal or exceed the sum of the liabilities assumed by the Trust plus the amount of liabilities, if any, to which the transferred assets are subject; (o) The sum of the liabilities of the Fund to be assumed by the Trust and the expenses of the transaction do not exceed twenty percent of the fair market value of the assets of the Fund; 13. The Trust hereby represents and warrants that: (a) The financial statements of the Trust as of October 31, 2002, heretofore furnished to the Fund, present fairly the financial position, results of operations, and changes in net assets of the Trust, as of that date, in conformity with accounting principles generally accepted in the United States of America applied on a basis consistent with the preceding year; and that from November 1, 2002, through the date hereof, there have not been, and through the Closing Date there will not be, any material adverse changes in the business or financial condition of the Trust, it being understood that a decrease in the size of the Trust due to a A-7 diminution in the value of its portfolio and/or redemption of its shares shall not be considered a material or adverse change; (b) The prospectus contained in the Trust's Registration Statement under the Securities Act of 1933, as amended, is true, correct and complete, conforms to the requirements of the Securities Act of 1933 and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Registration Statement, as amended, was, as of the date of the filing of the last Post-Effective Amendment, true, correct and complete, conformed to the requirements of the Securities Act of 1933 and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (c) There is no material contingent liability of the Trust and no material, legal, administrative or other proceedings pending or, to the knowledge of the Trust, threatened against the Trust, not reflected in such prospectus; (d) There are no material contracts outstanding to which the Trust is a party other than those ordinary in the conduct of its business and there are not outstanding options or rights to acquire its shares; (e) The Trust is a validly existing Massachusetts business trust; has all necessary and material federal, state and local authorizations to own all its properties and assets and to carry on its business as now being conducted; the shares of the Trust which the Trust issues to the Fund pursuant to this Agreement will be duly authorized, validly issued, fully-paid and non-assessable; will conform to the description thereof contained in the Trust's Registration Statement, and will be duly registered under the Securities Act of 1933 and the states where registration is required; and the Trust is duly registered under the Act and such registration has not been revoked or rescinded and is in full force and effect; (f) All federal and other tax returns and reports of the Trust required by law to be filed have been filed, and all federal and other taxes shown due on said returns and reports have been paid or provision shall have been made for the payment thereof and to the best of the knowledge of the Trust no such return is currently under audit and no assessment has been asserted with respect to such returns and to the extent such tax returns with respect to the taxable year of the Trust ended October 31, 2002, have not been filed, such returns will be filed when required and the amount of tax shown as due thereon shall be paid when due; (g) The shares of the Trust constitute voting stock for purposes of Sections 368(a)(1)(C) and 368(c) of the Code; (h) The Trust has elected to be treated as a regulated investment company and, for each fiscal year of its operations, it has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and it intends to meet such requirements with respect to its current taxable year. The Trust is an investment company that meets the requirements of a regulated investment company as defined in Section 368(a)(2)(F)(i) of the Code. Not more than 25 percent of the value of the Trust's total A-8 assets is invested in the stock and securities of any one issuer, and not more than 50 percent of the value of the Trust's total assets is invested in the stock and securities of five or fewer issuers; (i) The Trust has no plan or intention (i) to sell or dispose of any of the assets transferred by the Fund, except for dispositions made in the ordinary course of business or dispositions necessary to maintain its status as a regulated investment company or (ii) to redeem or reacquire any of the shares issued by it; (j) After consummation of the transactions contemplated by the Agreement, the Trust will continue to operate its business in a substantially unchanged manner; (k) Following the transaction, the Trust will continue the historic business of the Fund or use a significant portion of the Fund's historic business assets in a business; and (l) The Trust does not own, directly or indirectly, nor has it owned during the past five years directly or indirectly, any shares of the Fund. 14. Each party hereby represents to the other that no broker or finder has been employed by it with respect to this Agreement or the transactions contemplated hereby. Each party also represents and warrants to the other that the information concerning it in the Combined Proxy Statement/Prospectus will not as of its date contain any untrue statement of a material fact or omit to state a fact necessary to make the statements concerning it therein not misleading and that the financial statements concerning it will present the information shown fairly in accordance with generally accepted accounting principles consistently applied. Each party also represents and warrants to the other that this Agreement is valid, binding and enforceable in accordance with the terms and that the execution, delivery and performance of this Agreement will not result in any violation of, or be in conflict with, any provision of any charter, by-laws, contract, agreement, judgment, decree or order to which it is subject or to which it is a party. The Trust hereby represents to and covenants with the Fund that, if the reorganization becomes effective, the Trust will treat each shareholder of the Fund who received any of its share of the Trust as a result of the reorganization as having made the minimum initial purchase of shares of the Trust received by such shareholder for the purpose of making additional investments in shares of such class, regardless of the value of the shares of the Trust received. Each party hereby further represents and warrants that: (a) The fair market value of the shares of the Trust received by each shareholder of the Fund will be approximately equal to the fair market value of the shares of the Fund surrendered in the exchange; (b) The Trust and the Fund's advisers will share equally in paying all of the expenses, if any, incurred by the Fund and the Trust in connection with this transaction except that the Trust's adviser will pay for all of the legal expenses incurred in connection with this transaction; and (c) There is no intercorporate indebtedness existing between the Fund and the Trust that was issued, acquired, or will be settled at a discount. A-9 15. The Trust agrees that it will prepare and file a Registration Statement under the Securities Act of 1933 on Form N-14 and which shall contain a preliminary form of proxy statement and prospectus contemplated by Rule 145 under the Securities Act of 1933. The final form of such proxy statement and prospectus, as amended, is referred to in this Agreement as the "Combined Proxy Statement/Prospectus" and that term shall include any prospectus and/or report to shareholders of the Trust which is included in the material mailed to the shareholders of the Fund. Each party agrees that it will use its best efforts to have such Registration Statement declared effective and to supply such information concerning itself for inclusion in the Combined Proxy Statement/Prospectus as may be necessary or desirable in this connection. 16. The obligations of the parties under this Agreement shall be subject to the right of either party to abandon and terminate this Agreement without liability if the other party breaches any material provision of this Agreement or if any material legal, administrative or other proceeding shall be instituted or threatened between the date of this Agreement and the Closing Date (i) seeking to restrain or otherwise prohibit the transactions contemplated hereby and/or (ii) asserting a material liability of either party, which proceeding has not been terminated or the threat thereof removed prior to the Closing Date. 17. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all taken together shall constitute one Agreement. The rights and obligations of each party pursuant to this Agreement shall, however, not be assignable. 18. All prior or contemporaneous agreements and representations are merged into this Agreement, which constitutes the entire contract between the parties hereto. No amendment or modification hereof shall be of any force and effect unless in writing and signed by the parties and no party shall be deemed to have waived any provision herein for its benefit unless it executes a written acknowledgment of such waiver. [SIGNATURES APPEAR ON FOLLOWING PAGE] A-10 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and attested by its officers thereunto duly authorized on the date first set forth above. THE TOCQUEVILLE FUND series of THE TOCQUEVILLE TRUST By: ------------------------------- Name: Robert W. Kleinschmidt Title:President Attest: --------------------------------- GINTEL FUND By: ------------------------------- Name: Robert M. Gintel Title:Chairman and Chief Executive Officer Attest: --------------------------------- A-11 PART C OTHER INFORMATION Item 15 Indemnification Article VIII of the Registrant's Agreement and Declaration of Trust provides as follows: The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding (a) not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust or (b) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust shall be insured against losses arising from any such advance payments or (c) either a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), or independent legal counsel in a written opinion shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry) that there is reason to believe that such Covered Person will be found entitled to indemnification under this Article. As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the proceeding was brought, that such Covered Person either (a) did not act in good faith in the reasonable belief that his or her action was in the best interests of the Trust or (b) is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, indemnification shall be provided if (a) approved as in the best interests of the Trust, after notice that it involves such indemnification, by at least a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts (as opposed to a full trial type inquiry) that such Covered Person acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and is not liable to the Trust or its Shareholders by reasons of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial type inquiry) to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and that such indemnification would not protect such Covered Person against any liability to the Trust to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust or to have been liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to Covered Persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Covered Person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Covered Person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. Item 16 Exhibits (1) (a) Agreement and Declaration of Trust of the Registrant. (1) (1) (b) Amendment to the Agreement and Declaration of Trust of the Registrant dated August 19, 1991. (2) (1) (c) Amendment to the Agreement and Declaration of Trust of the Registrant dated August 4, 1995. (1) (2) Amended and Restated By-laws of the Registrant. (2) (3) Not Applicable. (4) Agreement and Plan of Reorganization and Liquidation is filed herewith as Exhibit A of this Form N-14. -------------------- (1) Previously filed in Post-Effective Amendment No. 26 to the Registrant's Registration Statement on Form N-1A on January 30, 2002, and incorporated by reference herein. (2) Previously filed in Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A on February 27, 2003, and incorporated by reference herein. 2 (5) Form of certificate for shares of beneficial interest, par value $.01 per share, of the Registrant. (2) (6) (a) Form of Investment Advisory Agreement between the Registrant, on behalf of The Tocqueville Gold Fund, and the Adviser. (3) (6) (b) Investment Advisory Agreement between the Registrant, on behalf of The Tocqueville Fund, and the Adviser. (1) (6) (c) Investment Advisory Agreement between the Registrant, on behalf of The Tocqueville Small Cap Value Fund, and the Adviser. (1) (6) (d) Investment Advisory Agreement between the Registrant, on behalf of The Tocqueville International Value Fund, and the Adviser. (1) (7) Distribution Agreement, as amended, between the Registrant and Lepercq, de Neuflize/Tocqueville Securities, L.P. (2) (8) Not Applicable. (9) (a) Custodian Agreement between the Registrant and U.S. Bank, N.A. (formerly Firstar Bank, N.A.) and Amendment to the Custodian Agreement. (2) (9) (b) Custodian Agreement between the Registrant, on behalf of The Tocqueville Gold Fund, and U.S. Bank, N.A. (formerly Firstar Bank, N.A.) and Amendment to the Custodian Agreement. (2) (9) (c) Global Custody Tri-Party Agreement between The Chase Manhattan Bank, U.S. Bank, N.A. (formerly Firstar Trust Company) and the Registrant, on behalf of The Tocqueville Small Cap Value Fund. (2) (9) (d) Form of Amendment to the Global Custody Tri-Party Agreement between The Chase Manhattan Bank, U.S. Bank, N.A. (formerly Firstar Bank, N.A.) and the Registrant, on behalf of The Tocqueville Small Cap Value Fund. (2) (9) (e) Form of Global Custody Tri-Party Agreement between The Chase Manhattan Bank, U.S. Bank, N.A. (formerly Firstar Trust Company) and the Registrant, on behalf of The Tocqueville Gold Fund. (1) (9) (f) Form of Amendment to the Global Custody Tri-Party Agreement between The Chase Manhattan Bank, U.S. Bank, N.A. (formerly Firstar Bank, N.A.) and the Registrant, on behalf of The Tocqueville Gold Fund. (2) -------------------- (1) Previously filed in Post-Effective Amendment No. 26 to the Registrant's Registration Statement on Form N-1A on January 30, 2002, and incorporated by reference herein. (2) Previously filed in Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A on February 27, 2003, and incorporated by reference herein. (3) Previously filed in Post-Effective Amendment No. 19 to the Registrant's Registration Statement on Form N-1A on April 15, 1998, and incorporated by reference herein. 3 (9) (g) Global Custody Tri-Party Agreement between The Chase Manhattan Bank, U.S. Bank, N.A. (formerly Firstar Trust Company) and the Registrant, on behalf of The Tocqueville International Value Fund (formerly Tocqueville Europe Fund). (4) (9) (h) Form of Amendment to the Global Custody Tri-Party Agreement between The Chase Manhattan Bank, U.S. Bank, N.A. (formerly Firstar Bank, N.A.) and the Registrant on behalf of The Tocqueville International Value Fund. (2) (10) (a) Plan for Payment of Certain Expenses for Distribution or Shareholder Servicing Assistance of Class A Shares of The Tocqueville Fund. (2) (10) (b) Plan for Payment of Certain Expenses for Distribution or Shareholder Servicing Assistance of Class A Shares of The Tocqueville Small Cap Value Fund. (2) (10) (c) Plan for Payment of Certain Expenses for Distribution or Shareholder Servicing Assistance of Class A Shares of The International Value Fund. (2) (10) (d) Plan for Payment of Certain Expenses for Distribution or Shareholder Servicing Assistance of Class A Shares of The Tocqueville Gold Fund. (2) (10) (e) Distribution Agreement, as amended, between the Registrant and Lepercq, de Neuflize/Tocqueville Securities, L.P., (See exhibit (e) above). (2) (11) Opinion and Consent of Paul, Hastings, Janofsky & Walker LLP regarding the validity of the shares to be issued by the Registrant is filed herewith. (12) Opinion and Consent of Paul, Hastings, Janofsky & Walker LLP regarding certain tax matters is filed herewith. (13) (a) Administration Agreement between the Registrant and the Adviser.(2) --------------------- (2) Previously filed in Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A on February 27, 2003, and incorporated by reference herein. (4) Previously filed in Post-Effective Amendment No. 16 to the Registrant's Registration Statement on Form N-1A on February 28, 1997, and incorporated by reference herein. 4 (13) (b) Fund Sub-Administration Servicing Agreement between the Adviser and Firstar Trust Company. (5) (13) (c) Amendment to the Fund Sub-Administration Servicing Agreement between the Adviser and U.S. Bancorp Fund Services, LLC (formerly Firstar Mutual Fund Services, LLC). (2) (13) (d) Transfer Agent Agreement between the Registrant and U.S. Bancorp Fund Services, LLC (formerly Firstar Trust Company) and Amendment to the Transfer Agent Agreement. (2) (13) (e) Transfer Agent Agreement between the Registrant, on behalf of The Tocqueville Gold Fund, and U.S. Bancorp Fund Services, LLC (formerly Firstar Trust Company) and Amendment to the Transfer Agent Agreement. (2) (13) (f) Addendum to Transfer Agent Agreements between the Registrant and U.S. Bancorp Fund Services, LLC. (2) (13) (g) Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC (formerly Firstar Trust Company) and Amendment to the Fund Accounting Servicing Agreement. (2) (13) (h) Fund Accounting Servicing Agreement between the Registrant, on behalf of The Tocqueville Gold Fund, and U.S. Bancorp Fund Services, LLC (formerly Firstar Trust Company) and Amendment to the Fund Accounting Servicing Agreement. (2) (13) (i) Fulfillment Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC (formerly Firstar Trust Company) and Amendment to the Fulfillment Servicing Agreement. (2) (13) (j) Form of Fulfillment Servicing Agreement between the Registrant, on behalf of The Tocqueville Gold Fund, and U.S. Bancorp Fund Services, LLC (formerly Firstar Trust Company). (5) -------------------- (2) Previously filed in Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A on February 27, 2003, and incorporated by reference herein. (5) Previously filed in Post-Effective Amendment No. 25 to the Registrant's Registration Statement on Form N-1A on February 28, 2001, and incorporated by reference herein. 5 (14) (a) Consent of PricewaterhouseCoopers LLP is filed herewith. (14) (b) Consent of Eisner LLP is filed herewith. (15) Not Applicable. (16) Powers of Attorney for The Tocqueville Trust. (2) (17) (a) Multiple Class Plan (in accordance with Rule 18f-3) of the Tocqueville Trust. (2) (17) (b) Code of Ethics for the Registrant, Adviser and Lepercq, de Neuflize/Tocqueville Securities, L.P. (2) (17) (c) Form of Proxy ballot for Gintel Fund is filed herewith. (17) (d) Prospectus and Statement of Additional Information for The Tocqueville Trust. (2) (17) (e) Prospectus and Statement of Additional Information for the Gintel Fund. (6) (17) (f) Annual Report for the fiscal ended October 31, 2002, for The Tocqueville Trust. (7) (17) (g) Annual Report for the fiscal ended December 31, 2002, for the Gintel Fund. (8) (17) (h) Gintel Fund Proxy Voting Instructions are filed herewith. --------------------- (2) Previously filed in Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A on February 27, 2003, and incorporated by reference herein. (6) Previously filed in Post-Effective Amendment No. 26 to the Gintel Fund's Registration Statement on ForN-1A on April 30, 2003, and incorporated by reference herein. (7) Previously filed in Registrant's Annual Report on Form N-30D filed on January 7, 2003, and incorporated by reference herein. (8) Previously filed in Gintel Fund's Annual Report on Form N-30D filed on February 27, 2003, and on April 2, 2003, as amended, and incorporated by reference herein. Item 17 Undertakings (1) The undersigned agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, and State of New York on the 28th day of August, 2003. THE TOCQUEVILLE TRUST By: /s/ Francois D. Sicart ---------------------- Francois D. Sicart Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed by the following persons in the capacities indicated on the 28th day of August, 2003.
Signatures Title Date ---------- ----- ---- /s/ Francois D. Sicart Principal Executive Officer and Trustee August 28, 2003 ---------------------- Francois D. Sicart /s/ Robert Kleinschmidt President, Principal Operating August 28, 2003 ----------------------- Officer, Principal Financial Robert Kleinschmidt Officer and Trustee James B. Flaherty* Trustee Inge Heckel* Trustee Francois Letaconnoux* Trustee Lucille G. Bono* Trustee Larry M. Senderhauf* Trustee Guy A. Main* Trustee James W. Gerard* Trustee /s/ Roger Cotta August 28, 2003 ---------------------- Roger Cotta Attorney-in-Fact* ------------------------ * Powers of Attorney are incorporated by reference herein as Exhibit (16).
7 Exhibit 11 PaulHastings / Paul, Hastings, Janofsky & Walker LLP 75 East 55th Street, New York, New York, 10022-3205 telephone 212-318-6000 / facsimile 212-319-4090 / internet www.paulhastings.com Atlanta Beijing Hong Kong London Los Angeles New York Orange County San Diego San Francisco Stamford Tokyo Washington, D.C. October __, 2003 44046.00002 Gintel Fund 6 Greenwich Office Park Greenwich, Connecticut 06831 The Tocqueville Trust 1675 Broadway New York, New York 10019 Re: Reorganization of the Gintel Fund into The Tocqueville Fund series of The Tocqueville Trust Ladies and Gentlemen: We have acted as counsel to The Tocqueville Fund series of The Tocqueville Trust ("Tocqueville") a Massachusetts business trust, in connection with an Agreement and Plan of Reorganization and Liquidation (the "Plan") adopted by the Boards of Trustees of Tocqueville and Gintel Fund ("Gintel") on August 26, 2003, and to be presented to shareholders of Gintel on October 29, 2003. Pursuant to the Plan, substantially all of the then-existing assets of Gintel will be transferred to Tocqueville in exchange for (i) the assumption of all the obligations and liabilities of Gintel by Tocqueville and (ii) the issuance and delivery to Gintel of full and fractional shares of Tocqueville's shares of beneficial interest (the "Shares"), and such Shares shall be distributed by Gintel pro rata to its shareholders upon its liquidation. This opinion is furnished to you pursuant to section 11(B) of the Plan. Capitalized terms used herein without definition which are defined in the Plan have the same respective meanings herein as therein. In rendering this opinion, (i) we have relied upon our knowledge that the Board of Trustees of Tocqueville, including a majority of the trustees who are not interested persons, have determined that the Reorganization is in the best interests of the existing shareholders of Tocqueville, and (ii) we have relied as to factual matters on representations provided by the officers of Tocqueville and have not independently established or verified the accuracy of such factual matters. We have acted as U.S. counsel to Tocqueville in connection with the Merger. As counsel for Tocqueville, we have reviewed the Agreement and Declaration of Trust, By-Laws, resolutions of the Board of Trustees, registration statements (including the prospectuses contained therein), and the combined prospectus/proxy statement prepared in contemplation of the Reorganization and filed with the Securities and Exchange Commission under the inquiries of public officials and officers of Tocqueville and have examined originals, certified copies or copies Gintel Fund The Tocqueville Trust October __, 2003 Page 2 otherwise identified to our satisfaction of such other documents, records and other instruments as we have deemed necessary or appropriate for the purposes of our opinion. With respect to all documents we reviewed or examined, we have assumed the genuineness of all signatures on original documents and the conformity to the original documents of all copies. We are not admitted to the practice of law in any jurisdiction but the State of New York and we do not express any opinion as to the laws of other states or jurisdictions except as to matters of federal law and, with respect to the limited scope of this opinion, Massachusetts corporate law. Based upon, and subject to, the foregoing, we are of the opinion that: (1) Tocqueville is organized as a Massachusetts business trust and is validly existing under the laws of Massachusetts with full corporate power to act as open-end investment company of the management type registered under the 1940 Act, (2) the Plan and the Reorganization provided for herein has been duly authorized and approved by all requisite corporate action of Tocqueville, making said Plan and the Reorganization valid, binding and enforceable upon Tocqueville, (3) the Plan and the Reorganization provided for therein does not result in any violation of the Agreement and Declaration of Trust or By-laws of Tocqueville, and (4) Tocqueville Shares to be issued pursuant to the Reorganization will be duly authorized and upon issuance thereof in accordance with the Plan will be validly issued, fully paid and non-assessable Shares. Gintel Fund The Tocqueville Trust October __, 2003 Page 3 This opinion letter is solely for your benefit and is not to be quoted in whole or in part, summarized or otherwise referred to, nor is it to be filed with or supplied to any governmental agency or other person without the written consent of this firm. This opinion letter is rendered as of the date hereof. We specifically disclaim any responsibility to update or supplement this opinion letter to reflect any events or state of facts which may hereafter come to our attention, or any changes in statutes or regulations or any court decisions which may hereafter occur. Very truly yours, PAUL, HASTINGS, JANOFSKY & WALKER LLP Exhibit 12 PaulHastings / Paul, Hastings, Janofsky & Walker LLP 75 East 55th Street, New York, New York, 10022-3205 telephone 212-318-6000 / facsimile 212-319-4090 / internet www.paulhastings.com Atlanta Beijing Hong Kong London Los Angeles New York Orange County San Diego San Francisco Stamford Tokyo Washington, D.C. October __, 2003 44046.00002 Gintel Fund 6 Greenwich Office Park Greenwich, Connecticut 06831 The Tocqueville Trust 1675 Broadway New York, New York 10019 Re: Gintel Fund and The Tocqueville Fund series of The Tocqueville Trust Ladies and Gentlemen: This opinion is being provided to you pursuant to Sections 10(F) and 11(D) of the Agreement and Plan of Reorganization and Liquidation, dated August 26, 2003 (the "Agreement"), by and between Gintel Fund, a Massachusetts business trust and open-end investment management company (the "Fund") and The Tocqueville Fund series of The Tocqueville Trust, a Massachusetts business trust and open-end investment management company (the "Trust"). Pursuant to the terms of the Agreement, the Trust will acquire substantially all of the assets and liabilities of the Fund (the "Merger") solely in exchange for its shares of beneficial interest, par value $.01 (the "Shares"). According to the Merger, the Shares will thereafter be distributed by the Fund pro rata to its shareholders in complete liquidation. The Fund's shares will be canceled and the separate existence of the Fund will thereupon cease. Except as otherwise provided, capitalized terms not defined herein have the meanings set forth in the Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the "Code"). We have acted as U.S. counsel to the Trust in connection with the Merger. For the purpose of rendering this opinion, we have examined originals, certified copies or copies otherwise identified to our satisfaction as being true copies of the original of the following documents (including all exhibits and schedules attached thereto): (a) the Agreement; and Gintel Fund The Tocqueville Trust October __, 2003 Page 2 (b) such other instruments and documents related to the formation, organization and operation of the Fund and the Trust and related to the consummation of the Merger and the transactions contemplated thereby as we have deemed necessary or appropriate. In connection with rendering this opinion, we have with your permission assumed, without any independent investigation or review thereof, the following: 1. That original documents (including signatures) are authentic; that documents submitted to us as copies conform to the original documents; and that there is (or will be prior to the Closing) due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof; 2. That all representations, warranties and statements made or agreed to by the Fund, the Trust, and the management, employees, officers, directors and shareholders thereof in connection with the Merger, including but not limited to those set forth in the Agreement (including the exhibits) are true and accurate at all relevant times; and that all covenants contained in such documents are performed without waiver or breach of any material provision thereof. Based on our examination of the foregoing items and subject to the limitations, qualifications, assumptions and caveats set forth herein, we are of the opinion that for federal income tax purposes: The Merger will be a reorganization within the meaning of Section 368(a)(1)(C) of the Code. The Fund and the Trust will each be a party to the reorganization within the meaning of Section 368(b) of the Code. No gain or loss will be recognized by the Fund upon the transfer of substantially all of its assets to the Trust in exchange for the Shares and the Trust's assumption of certain liabilities of the Fund. The tax basis of the Fund's assets acquired by the Trust will be the same as the tax basis of such assets to the Fund immediately prior to the transaction. The holding period of the assets of the Fund in the hands of the Trust will include the period during which those assets were held by the Fund. Gintel Fund The Tocqueville Trust October __, 2003 Page 3 No gain or loss will be recognized by the Trust upon its receipt of substantially all of the Fund's assets solely in exchange for the Shares. No gain or loss will be recognized by the shareholders of the Fund upon their receipt of the Shares in exchange for their shares of the Fund. The basis of the Shares received by the shareholders of the Fund will be the same as their basis in the shares of the Fund surrendered in exchange therefor. The holding period of the Shares received by the shareholders of the Fund will include the period that they held the Fund shares surrendered in exchange therefor, provided that such Fund shares are held by them as capital assets. This opinion does not address the various state, local or foreign tax consequences that may result from the Merger. In addition, no opinion is expressed as to any federal income tax consequence of the Merger except as specifically set forth herein, and this opinion may not be relied upon except by the Trust and shareholders of the Fund, with respect to the consequences specifically discussed herein. This opinion addresses only the general tax consequences of the Merger expressly described above and does not address any tax consequence that might result to a shareholder in light of its particular circumstances, such as shareholders who are dealers in securities, who are subject to the alternative minimum tax provisions of the Code, who are foreign persons or who acquired their shares in connection with stock option or stock purchase plans or in other compensatory transactions. No opinion is expressed as to any transaction other than the Merger as described in the Agreement or to any other transaction whatsoever including the Merger if all the transactions described in the Agreement are not consummated in accordance with the terms of the Agreement and without waiver of any material provision thereof. To the extent any of the representations, warranties, statements and assumptions material to our opinion and upon which we have relied are not complete, correct, true and accurate in all material respects at all relevant times, our opinion would be adversely affected and should not be relied upon. This opinion represents only our best judgment as to the federal income tax consequences of the Merger and is not binding on the Internal Revenue Service or the courts. The conclusions are based on the Code, existing judicial decisions, administration regulations and published rulings in effect as of the date that this opinion is dated. No assurance can be given that future legislative, judicial or administrative changes would not adversely affect the accuracy of the conclusions stated Gintel Fund The Tocqueville Trust October __, 2003 Page 4 herein. Furthermore, by rendering this opinion, we undertake no responsibility to advise you of any new developments in the application or interpretation of the federal income tax laws. This opinion has been delivered to you for the purposes set forth in Sections 10(F) and 11(D) of the Agreement and may not be distributed or otherwise made available to any other person or entity without our prior written consent. Very truly yours, PAUL, HASTINGS, JANOFSKY & WALKER LLP Exhibit 14(a) CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Combined Proxy Statement/Prospectus and Statement of Additional Information constituting parts of this Registration Statement on Form N-14 (the "N-14 Registration Statement") of our report dated December 13, 2002, relating to the financial statements and financial highlights which appears in the October 31, 2002 Annual Report to Shareholders of The Tocqueville Trust which is also incorporated by reference into the N-14 Registration Statement. We also consent to the references to us under the headings "Financial Statements" in such the N-14 Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Counsel and Independent Accountants" in The Tocqueville Trust's registration statement on Form N-1A dated February 28, 2003, which is incorporated by reference into this N-14 Registration Statement. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York August 28, 2003 Exhibit 14(b) INDEPENDENT AUDITORS' CONSENT We hereby consent to the incorporation by reference in the Combined Proxy Statement/Prospectus and Statement of Additional Information constituting parts of this Registration Statement on Form N-14 (the "N-14 Registration Statement") of our report dated January 23, 2003, relating to the financial statements and financial highlights which appears in the December 31, 2002 Annual Report to Shareholders of Gintel Fund which is also incorporated by reference into the N-14 Registration Statement. We also consent to the references to us under the heading "Financial Statements" in such N-14 Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Counsel and Independent Auditors" in Gintel Fund's registration statement on Form N-14 dated April 30, 2003, which is incorporated by reference into this N-14 Registration Statement. /s/ Eisner LLP Eisner LLP New York, New York August 27, 2003