Tocqueville N-14

N-14/A 1 tocquevillen-14a.htm TOCQUEVILLE FUNDS N-14/A Tocqueville N-14

As filed with the Securities and Exchange Commission on October 12, 2022

1933 Act Registration File No. 333-267073

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		[X]
Pre-Effective Amendment No.	1	[X]
Post-Effective Amendment No.		[ ]

THE TOCQUEVILLE TRUST

(Exact Name of Registrant as Specified in Charter)

40 West 57th Street, 19th Floor

New York, New York 10019

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, including Area Code) (212) 698-0800

Robert Kleinschmidt

President

The Tocqueville Trust

40 West 57th Street, 19th Floor

New York, New York 10019

(Name and Address of Agent for Service)

Copies to:

Michael R. Rosella, Esq.

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

The titles of securities being registered are: Shares of beneficial interest, with no par value, of The Tocqueville Fund.

No filing fee is required because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of shares.

Approximate date of proposed public offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

It is proposed that this filing become effective on 30 days after filing date pursuant to Rule 488 under the Securities Act of 1933, as amended.

THE JOINT PROXY STATEMENT/PROSPECTUS

FOR THE REORGANIZATION OF


The Tocqueville Opportunity Fund (a series of The Tocqueville Trust) AND The Tocqueville Phoenix Fund (a series of The Tocqueville Trust) INTO The Tocqueville Fund (a series of The Tocqueville Trust)

and

STATEMENT OF ADDITIONAL INFORMATION

TO THE JOINT PROXY STATEMENT/PROSPECTUS

October 12, 2022

The Tocqueville Opportunity Fund and

The Tocqueville Phoenix Fund

October 12, 2022

Dear Shareholder,

We are sending this information to you because you are a shareholder of The Tocqueville Opportunity Fund and/or The Tocqueville Phoenix Fund (each an “Acquired Fund”, and together the “Acquired Funds”), both series of The Tocqueville Trust (“Tocqueville Trust”). We are pleased to announce that after careful consideration, Tocqueville Asset Management L.P. (“TAM”), the Acquired Funds’ investment advisor, recommended, and the Board of Trustees of Tocqueville Trust approved, the reorganization of the Acquired Funds into The Tocqueville Fund (“Acquiring Fund”), as indicated in the table below (the “Reorganization”):


Acquired Funds			Acquiring Fund
The Tocqueville Opportunity Fund, a series of Tocqueville Trust The Tocqueville Phoenix Fund, a series of Tocqueville Trust			The Tocqueville Fund, a series of Tocqueville Trust

It is expected that the proposed Reorganization will result in the shares of the Acquiring Fund having approximately the same expense ratio as the corresponding shares of each Acquired Fund. While the investment objectives of the Acquired Funds and the Acquiring Fund may have similarities, there are differences that shareholders of the Acquired Funds should consider.

TAM serves as the advisor to both the Acquired Funds and the Acquiring Fund.

A joint special meeting of shareholders (the “Special Meeting”) of the Acquired Funds is to be held at 10:00 a.m. Eastern time on November 15, 2022, virtually, where shareholders of each Acquired Fund will be asked to vote on the Reorganization of each Acquired Fund into the Acquiring Fund. The Joint Proxy Statement/Prospectus (the “Proxy Statement”) regarding the meeting, a proxy card for your vote at the meeting, and a postage-prepaid envelope in which to return your proxy card are enclosed. Also enclosed is the Statement of Additional Information to the Proxy Statement, which should be read in conjunction with the Proxy Statement and provides additional information about the Reorganization.

As further explained in the enclosed Proxy Statement, upon satisfaction of the conditions set forth in the Agreement and Plan of Reorganization, your current shares in each Acquired Fund will be exchanged for shares of the Acquiring Fund at the closing of the Reorganization. This exchange is expected to be a tax-free exchange for shareholders. Purchases and redemptions of each Acquired Fund shares is anticipated to continue uninterrupted until and through the date of closing.

No sales loads, commissions or other transactional fees will be imposed on shareholders in connection with the tax-free exchange of their shares.

If an Acquired Fund’s shareholders approve the Reorganization, then the Reorganization will take effect on or about November 18, 2022. Each Acquired Fund’s approval of the Reorganization is not conditional on the other Acquired Fund’s approval. At that time, the shares of each Acquired Fund that you currently own would, in effect, be exchanged on a tax-free basis for the same value of the shares of the Acquiring Fund with the same aggregate net asset value.

The Board of Trustees of Tocqueville Trust, on behalf of both the Acquired Funds and the Acquiring Fund, has approved the proposed Reorganization, at the request of TAM, subject to approval by the Acquired Fund’s shareholders.

More information on the Acquiring Funds and reasons for the proposed Reorganization is contained in the enclosed Proxy Statement. You should review the Proxy Statement carefully and retain it for future reference. Shareholder approval is required to effect the Reorganization, which is expected to close on or about November 18, 2022.

Sincerely,

/s/ Robert Kleinschmidt

Robert Kleinschmidt

Chairman
The Tocqueville Trust

The Tocqueville Trust

The Tocqueville Opportunity Fund

and

The Tocqueville Phoenix Fund

40 West 57th Street, 19th Floor

New York, New York 10019

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON November 15, 2022

To the Shareholders of The Tocqueville Opportunity Fund and The Tocqueville Phoenix Fund:

NOTICE IS HEREBY GIVEN that a Joint Special Meeting of Shareholders (the “Special Meeting”) of The Tocqueville Opportunity Fund and the Tocqueville Phoenix Fund (each an “Acquired Fund”, and together the “Acquired Funds”), both series of The Tocqueville Trust (“Tocqueville Trust”), is to be held at 10:00 a.m. Eastern time on November 15, 2022, virtually. The Special Meeting is being held to consider an Agreement and Plan of Reorganization (the “Plan” or the “Plan of Reorganization,” as defined herein) providing for the transfer of all of the assets of each Acquired Fund to, and the assumption of all of the liabilities of each Acquired Fund by, The Tocqueville Fund (“Acquiring Fund”), a series of Tocqueville Trust, in exchange for shares of the Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of the shares of the corresponding value of shares of each Acquired Fund as set forth in the table below (the “Reorganization”):


Acquired Fund			Acquiring Fund
The Tocqueville Opportunity Fund, a series of Tocqueville Trust The Tocqueville Phoenix Fund, a series of Tocqueville Trust			The Tocqueville Fund, a series of Tocqueville Trust

The transfer effectively would be an exchange of your shares of each Acquired Fund for the shares of the Acquiring Fund, which would be distributed pro rata by each Acquired Fund to holders of its shares in complete liquidation of each Acquired Fund, and the Acquiring Fund’s assumption of each Acquired Fund’s liabilities.

Those present and the appointed proxies also will transact such other business, if any, as may properly come before the Special Meeting or any adjournments or postponements thereof. Holders of record of the shares of beneficial interest in each Acquired Fund as of the close of business on September 19, 2022, are entitled to vote at the Special Meeting or any adjournments or postponements thereof.

If the necessary quorum to transact business or the vote required to approve the Plan is not obtained with respect to each Acquired Fund at the Special Meeting, or if a quorum is obtained but sufficient votes required to approve the Plan are not obtained with respect to each Acquired Fund, the persons named as proxies on the enclosed proxy card may propose one or more adjournments of the Special Meeting to permit, in accordance with applicable law, further solicitation of proxies with respect to the proposal for each Acquired Fund with respect to which a quorum or sufficient votes to approve the Plan was not obtained. Whether or not a quorum is present, any such adjournment as to a matter will require the affirmative vote of the holders of a majority of the shares represented at that meeting, either in person or by proxy. A majority of the outstanding shares of each Acquired Fund that are entitled to vote will be considered a quorum for the transaction of business. Any lesser number shall be sufficient for adjournments. The meeting may be held as adjourned within a reasonable time from of the original meeting date set for the original meeting (up to 120 days) without further notice. The persons designated as proxies may use their discretionary authority to vote on questions of adjournment and on any other proposals raised at the Special Meeting to the extent permitted by the proxy rules of the Securities and Exchange Commission (the “SEC”), including proposals for which timely notice was not received, as set forth in the SEC’s proxy rules.

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The Board of Trustees of Tocqueville Trust believes the proposed Reorganization is in the best interest of shareholders and recommends that you vote FOR the approval of the Plan to authorize the Reorganization with respect to your shares of each Acquired Fund.

By order of the Board of Trustees of The Tocqueville Trust,

/s/ Cleo Kotis

Cleo Kotis

Secretary

The Tocqueville Trust

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on November 15, 2022, or any adjournment or postponement thereof. This Notice and the Joint Proxy Statement/Prospectus are available on the internet at the website included in the proxy ballot sent to shareholders. On this website, you will be able to access this Notice, the Joint Proxy Statement/Prospectus, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to shareholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.

IMPORTANT — We urge you to sign and date the enclosed proxy card and return it in the enclosed addressed envelope, which requires no postage and is intended for your convenience. You also may vote in person at the time and at the address indicated on your proxy card; through the internet, by visiting the website address on your proxy card; or by telephone, by using the toll-free number on your proxy card. Your prompt vote may save each Acquired Fund the necessity of further solicitations to ensure a quorum at the Special Meeting.

QUESTIONS AND ANSWERS RELATING TO THE REORGANIZATION

While we encourage you to read the full text of the enclosed Proxy Statement/Prospectus, below is a brief overview of the proposed Reorganization, which will require your vote.

Q. What are shareholders being asked to vote on at the upcoming Special Meeting on November 15, 2022?

A. The Board of Trustees of The Tocqueville Trust (“Tocqueville Trust”) has called a joint special meeting of shareholders (the “Special Meeting” at which you will be asked to vote on the reorganization (the “Reorganization”) of The Tocqueville Opportunity Fund (the “Opportunity Fund”) and The Tocqueville Phoenix Fund (the “Phoenix Fund”) (the Opportunity Fund and the Phoenix Fund each an “Acquired Fund”, and together the “Acquired Funds”), each a series of the Tocqueville Trust, into The Tocqueville Fund, a series of the Tocqueville Trust (the “Acquiring Fund”).

Q. What is the purpose of the Reorganization?

A. The primary purpose of the Reorganization is to move the investment portfolio and shareholders presently associated with the Acquired Funds to the Acquiring Fund. Tocqueville Asset Management L.P. (“TAM”), the Acquired Funds’ and Acquiring Fund’s investment advisor, recommends that each Acquired Fund be reorganized into the Acquiring Fund. TAM believes that the Acquiring Fund’s investment strategy may create (i) greater income, under current market conditions, (ii) greater income growth potential over time and (iii) greater capital appreciation for the Funds’ shareholders.

The combination of the portfolios will create a larger asset base in the Acquiring Fund which will create greater economies of scale. If efficiencies and benefits from economies of scale are realized, such efficiencies and economies of scale will be shared with shareholders. In addition, the Advisor believes that since the investment strategies of the Funds are substantially similar, combining the investment portfolios into one fund will concentrate sales and marketing of the reorganized Fund, which will create greater opportunity for the reorganized Fund and its shareholders.

Due to the highly competitive landscape that funds currently exist in, it is now more difficult to gain growth through traditional mutual fund sales platforms. A larger fund provides greater opportunity and potential for income and capital appreciation and greater economies of scale resulting in a lower expense ratio. TAM believes that a larger multi cap Tocqueville Fund creates scale leading to potentially a more marketable product that should appeal to a broader array of distribution channels .Following the merger, the Acquiring Fund expects to have greater distribution and asset growth potential, which would benefit shareholders by spreading fund expenses over a larger asset base.

Q. What will happen to my existing shares?

A. Your shares of each Acquired Fund will be exchanged for the aggregate value of shares of the Acquiring Fund. You will not pay any transaction charges in connection with the applicable Reorganization. In exchange for shares of the Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of the shares of the Acquired Fund. The new shares you receive will have the same total value as your current shares immediately prior to the Reorganization so that the value of your investment will remain exactly the same.

Q. How do the investment objective and principal strategies of the Acquired Funds and the Acquiring Fund compare?

A. The investment objective of the Acquiring Fund is long-term capital appreciation and it seeks to achieve this objective by investing primarily in common stocks of U.S. companies. The investment strategy of the Acquiring Fund is value-oriented and seeks to invest in companies that are selling at a discount to their intrinsic value, and where business fundamentals are improving or are expected to improve.

The Opportunity Fund’s investment objective (similar to the Acquiring Fund) is long-term capital appreciation.

The Opportunity Fund seeks to achieve this investment objective by investing primarily in the common stocks of small and mid-cap companies. The Opportunity Fund seeks to invest in companies whose sales and earnings have increased at a consistent rate. The Opportunity Fund also seeks to achieve significant portfolio diversification by investing in a number of sectors and industries in the U.S.

The Phoenix Fund’s investment objective is long-term preservation of capital and growth of capital. The Phoenix Fund seeks to achieve its investment objective by investing primarily in the common stocks of small and mid-cap value companies that the portfolio managers consider to be undervalued, generate strong free cash flow, have shareholder friendly management teams and possess a catalyst for improved financial performance.

The following table more robustly illustrates the complete similarities and differences between the principal investment strategies of the Funds:


Acquiring Fund: The Tocqueville Fund	Acquired Fund: The Opportunity Fund	Acquired Fund: The Phoenix Fund
The Tocqueville Fund seeks to achieve its investment objective by investing primarily in common stocks of U.S. companies. The Tocqueville Fund may also invest up to 25% of its net assets in non-U.S. companies, including in American Depositary Receipts (“ADRs”), in both developed and emerging markets. The investment strategy of the Tocqueville Fund is value oriented and contrarian. The Tocqueville Fund seeks to invest in companies that have good long-term business fundamentals but are temporarily out of favor with investors, and hence have a market value lower than their intrinsic value. The fundamental research based value orientation of the Advisor helps the portfolio manager find companies which have good businesses; the Advisor’s contrarian orientation enables the portfolio manager to buy them at what the portfolio manager believes to be attractive prices.	The Opportunity Fund seeks to achieve its investment objective by investing primarily in the common stocks of small and mid-cap companies which have the potential to deliver above-average long-term earnings growth. Such companies may include, but not limited to, information technology, and health care companies. The Opportunity Fund defines small cap companies as companies with a market capitalization of less than $3 billion and mid cap companies as companies with a market capitalization greater than $3 billion but less than the largest stock by market capitalization in the Russell Midcap® Index. As of January 31, 2022, the largest stock by market capitalization in the Russell Midcap® Index had a market capitalization of $58,512 billion. In addition, the Opportunity Fund may invest in large cap companies. Market capitalization is measured at the time of initial purchase.	The Tocqueville Phoenix Fund seeks to achieve its investment objective by investing primarily in the common stocks of small and mid- cap value companies that the portfolio managers consider to be undervalued, generate strong free cash flow, have shareholder friendly management teams and possess a catalyst for improved financial performance. Catalysts include events such as, appointment of new management and/or board members that have successful track records, an improved corporate strategy, M&A activity, operational restructuring that improves industry competitiveness, and the introduction of unique products that will meaningfully improve sales and/or profitability. The rigorous value oriented, fundamental research process includes financial statement analysis, in person (virtual) meetings with C-level management, competitive company analysis, plant visits and product demos.

Value oriented means that the portfolio manager seeks to invest in companies that are selling at a discount to their intrinsic value, and where business fundamentals are improving or expected to improve. In assessing intrinsic value, the portfolio manager’s judgments will be based on a comparison of a company’s stock market value with various financial parameters, including historical and projected cash flow, book earnings, and net asset value. Contrarian means that the portfolio manager seeks investment opportunities in stocks and sectors that are out of favor with investors. The portfolio manager considers a stock to be out of favor when its price has declined significantly or has lagged the relevant market index for an extended period of time and the consensus among investors does not expect improvement.	The portfolio manager will invest in common stocks that he believes will achieve the Opportunity Fund’s objective of long-term capital appreciation. In accordance with the portfolio manager’s investment discipline, he evaluates a number of key attributes and searches for companies which are market leaders in growth industries. The portfolio manager believes that a strong brand name and the ability to raise the prices of their service or product can be an equally significant consideration in research of the companies. The Opportunity Fund seeks to invest in companies whose sales and earnings have increased at a consistent rate. The portfolio manager’s investment approach includes the analysis of company financial statements in addition to meeting with corporate managements. The portfolio manager believes that companies should be evaluated through the analysis of various fundamental stock characteristics and he focuses on earnings and sales growth, valuation, and profitability.	The Phoenix Fund defines small cap companies as companies with a market capitalization of less than $3 billion and mid cap companies as companies with a market capitalization between $3 billion and $10 billion. In addition, the Phoenix Fund may invest in large cap companies. Market capitalization is measured at the time of initial purchase. The Phoenix Fund may also invest in: (i) U.S. Government Securities: The U.S. Government securities in which the Phoenix Fund may invest include obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or by privately owned corporations that are federally chartered by the U.S. Government.


Acquiring Fund: The Tocqueville Fund	Acquired Fund: The Opportunity Fund	Acquired Fund: The Phoenix Fund

In general, the portfolio manager acquires his investment ideas by identifying companies whose stock prices are down, or have lagged the market. The portfolio manager then analyzes the quality of their business franchise and long-term fundamentals and makes a judgment regarding their intrinsic value. Alternatively, the portfolio manager may identify companies with strong long-term business fundamentals and then wait for them to fall out of favor with investors in order to buy them at a discount to intrinsic value. The portfolio manager will purchase stocks for the Tocqueville Fund’s portfolio when they meet the above criteria and when the portfolio manager believes that they have a limited risk of further decline. The portfolio manager will sell stocks when they are no longer considered to be good values.	The Opportunity Fund seeks to achieve significant portfolio diversification by investing in a number of sectors and industries in the U.S. In addition, the Opportunity Fund may invest up to 20% of its net assets in non-U.S. securities, including in ADRs, in both developed and emerging markets. While the Opportunity Fund is growth oriented, the portfolio manager does not distinguish between growth and value common stocks in his process of selecting the Opportunity Fund’s portfolio holdings. Under normal conditions, the Opportunity Fund will reduce or liquidate its holdings in companies which reach the portfolio manager’s price objective, lose their competitive advantage or fail to sustain reasonable profitability.	ii) Money Markets Funds: Money market funds are registered investment companies that invest in high-quality, short-term debt instruments of a specified nature. The money market funds in which the Phoenix Fund may invest seek to maintain investment portfolios with a dollar-weighted average maturity of 60 days or less, to value their investment portfolios at amortized cost and to maintain a net asset value of $1.00 per share.

Q. Who will be the advisor of the Acquiring Fund?

A. Tocqueville Asset Management LP (“TAM”) will serve as the investment advisor to the Acquiring Fund. Presently, TAM serves as the investment advisor to the Acquired Funds.

Q. Has the Board approved the Reorganization?

A. Yes, the Board of Trustees of Tocqueville Trust has approved the Reorganization. After careful consideration, the Board, including a majority of the Trustees who are not “interested persons” of Tocqueville Trust (as defined in the Investment Company Act of 1940 (the “1940 Act”)), determined that the Reorganization is in the best interests of each Acquired Fund and its shareholders, and that the interests of existing shareholders in each Acquired Fund will not be diluted as a result of the Reorganization. Accordingly, the Board recommends that you vote in favor of the Reorganization.

Q. What did the Board consider in determining that the Reorganization is in the best interests of the Acquired Funds and its shareholders?

A. The factors considered by the Board of Trustees of the Tocqueville Trust in its evaluation of the Reorganization included, but were not limited to, the following:

The Terms and Conditions of the Reorganization. The Board considered the terms of the Plan, and, in particular, that the transfer of the assets of each Acquired Fund will be in exchange for shares of the Acquiring Fund and the Acquiring Fund’s assumption of all liabilities of each Acquired Fund. The Board also took note of the fact that no commission or other transactional fees would be imposed in connection with the Reorganization.

Shareholder Approval. The Board noted that the Reorganization would be submitted to each Acquired Fund’s shareholders for approval and that the Reorganization would not be consummated unless such approval is obtained.

Management of the Acquiring Fund. Upon the close of the Reorganization, the Acquiring Fund will be managed by TAM and the following individual will be jointly and primarily responsible for the day-to-day management of the Acquiring Fund’s portfolio: Robert W. Kleinschmidt, Chairman of the Board of Trustees and President of the Tocqueville Trust, Chief Executive Officer and Chief Investment Officer of Tocqueville Asset Management, L.P. and a director of Tocqueville Management Corporation, the general partner of the investment advisor, has been the portfolio manager of the Tocqueville Fund since 1992 and will continue to manage the portfolio of the Acquiring Fund.

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Investment Objective, Strategies and Limitations. The Board considered that the investment objective and investment strategies of the Acquiring Fund are substantially similar to those of each Acquired Fund. The Board believes that the Acquiring Fund’s investment strategy will harness the investment advantages to deliver superior risk adjusted yields and returns than the strategies of the Acquired Funds. The Board noted that the fundamental policies of the Acquiring Fund are also substantially similar to those of each Acquired Fund.

Expected Substantially Similar Expense Ratios. The Board reviewed information regarding the expense ratios of the shares of each Acquired Fund and the Acquiring Fund, which stated that those ratios are expected to be substantially the same of the aggregate net asset value equal to the aggregate net asset value of the shares of the Acquired Fund.

The Board also considered that the Acquiring Fund will have the same service providers as each Acquired Fund and that the contractual fees charged by the existing and new service providers will be identical. As a result, the total expense ratio of the Acquiring Fund should not deviate materially from the current total expense ratio from each Acquired Fund.

Expenses Relating to Reorganization . The Board considered that the shareholders of each Acquired Fund will not incur any expenses in connection with the Reorganization. The Board considered that TAM and/or their respective affiliates jointly will bear all expenses relating to the Reorganization, including expenses related to the Special Meeting and solicitation of proxies, preparing and filing the registration statement that includes this Joint Proxy Statement/Prospectus, and the cost of copying, printing and mailing proxy materials. TAM will bear all expenses relating to the Reorganization whether or not the Reorganization is consummated.

Tax Consequences. The Board considered that the Reorganization is expected to be free from adverse federal income tax consequences to each Acquired Fund and that shareholders of each Acquired Fund are not expected to recognize any gain or loss upon receipt of shares of the Acquiring Fund in connection with the Reorganization.

Based on the foregoing considerations, the Board of Trustees of Tocqueville Trust determined that the Reorganization is in the best interests of each Acquired Fund’s shareholders and that the interests of shareholders of each Acquired Fund will not be diluted as a result of the Reorganization. The Board’s determination was made on the basis of the business judgment of the Trustees after consideration of all of the factors taken as a whole. On the basis of the information provided to the Board and its evaluation of that information, the Board recommends that the shareholders of each Acquired Fund vote “For” this proposal to approve the applicable Reorganization.

Q. Will I own the same number of shares of the Acquiring Fund as I currently own of my Acquired Fund?

A. The value of the shares you held in the Acquired Funds will be equal to the value of the shares you will hold after the Reorganization, but the number of shares may be different because the relative net asset value of the Funds may not be the same.

Q. Will I incur any transaction costs as a result of the Reorganization?

A. No. Shareholders will not directly incur any transaction costs as a result of the Reorganization.

Q. What is the timetable for the Reorganization?

A. If approved by shareholders of record at the Special Meeting, the Reorganization is expected to follow the close of business on or about November 18, 2022.

Q. Will the Reorganization create a taxable event for me?

A. No, the Reorganization is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes and will not take place unless The Tocqueville Trust receives a legal opinion from to that effect. Shareholders should consult their own tax advisors concerning the potential tax consequences of the Reorganization to them, including foreign, state and local tax consequences.

In general, each Acquired Fund will not recognize any capital gain or loss as a direct result of the Reorganization, and Shareholders of each Acquired Fund will not recognize any gain or loss upon receipt of shares of the Acquiring Fund in connection with the Reorganization. You may receive a regular distribution towards the end of the 2022 calendar year. However, in order to effect the Reorganization, prior to the closing date you may receive an additional distribution of ordinary income or capital gains that each Acquired Fund has accumulated as of the date of the distribution. As always, if you choose to sell your shares (whether before or after the Reorganization),

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you may realize a taxable gain or loss depending on the performance of such shares since you acquired them; therefore, consider consulting a tax advisor before any sale.

Q. Will my cost basis change as a result of the Reorganization?

A. No, your total cost basis is not expected to change as a result of the Reorganization. However, since the number of shares you hold after the Reorganization may differ from the number of shares you held prior to the Reorganization, your average cost basis per share may change.

Q. Will the Reorganization result in new or higher fees for shareholders?

A. The Reorganization is not expected to result in higher total fees for shareholders. Effective October 1, 2022, the Acquiring Fund net expense ratio of the shares was lowered to 1.20% which is lower than either Acquired Fund’s net expense ratio of the corresponding aggregate net asset value of the shares.

Q. Will the Reorganization affect my ability to buy and sell shares?

A. No. You may continue to make additional purchases or redemptions of each Acquired Fund shares directly or through your financial intermediary up to and including the day of the Reorganization, which is anticipated to be completed following the close of business on or about November 18, 2022. Any purchases or redemptions of each Acquired Fund shares made after the Reorganization will be purchases or redemptions of the Acquiring Fund. As noted above, if the Reorganization is approved, your Acquired Fund shares will automatically be converted to Acquiring Fund shares.

Q: What happens if shareholders of one Acquired Fund does not approve its Reorganization but shareholders of the other Acquired Funds does approve their Reorganization?

A: The closing of each Reorganization is not contingent upon the closing of all of the Reorganizations. If either of the requisite shareholder approvals is not obtained, each Acquired Fund’s Board may take such actions as it deems in the best interests of such Acquired Fund, including conducting additional solicitations with respect to the proposals or continuing to operate the Fund as a stand-alone fund.

Q. How many votes am I entitled to cast?

A. You are entitled to one vote for each full share (or a proportionate fractional vote for each fractional share) of Acquired Fund shares held in your name or on your behalf on the Record Date. Shareholders of record of the Acquired Funds at the close of business on the Record Date will receive notice of and be asked to vote on the Plan.

Q. How do I vote my shares?

A. You can vote your shares by mail, telephone or internet by following the instructions on the enclosed proxy card. You may also vote your shares by attending the meeting virtually on November 15, 2022.

Q. How do I attend the virtual Special Meeting?

A. There is no physical location for the Special Meeting. For each Acquired Fund, the Special Meeting will be conducted exclusively online via live webcast. The Meeting will begin promptly at 10:00 a.m. Eastern time on Tuesday, November 15, 2022. We encourage you to request the Special Meeting credentials before the date of the Special Meeting and to access the Special Meeting a few minutes prior to the start time leaving ample time for the check in. Only shareholders of the Acquired Funds will be able to participate in the Special Meeting. You may vote during the Special Meeting by following the instructions available on the Special Meeting website. For questions relating to participation at the Special Meeting by remote communication, please call 1-800-690-6903.

Access to the Webcast of the Meeting. The live webcast of the Special Meeting will begin promptly at 10:00 a.m. Eastern time on November 15, 2022. We encourage shareholders to access the Meeting prior to the start time.

Q. If I vote my proxy now as requested, can I change my vote later?

A. Yes. You may revoke your proxy vote at any time before it is voted at the Special Meeting by (1) delivering a written revocation to the Acquired Fund; (2) submitting a subsequently executed proxy vote; or (3) attending the Special Meeting and voting virtually. Even if you plan to attend the Special Meeting, we ask that you return the

enclosed proxy card or vote by telephone or the internet. This will help us to ensure that an adequate number of shares are present at the Special Meeting for consideration of the Reorganization.

Q. What is the required vote to approve the Reorganization?

A. Approval of the Reorganization will require the affirmative vote of a "majority of the outstanding voting securities" for the Acquired Funds within the meaning of the 1940 Act. This means the lesser of (1) 67% or more of the shares present at the Special Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares.

Q. Who should I call with questions about this proxy?

A. If you have any questions about the Reorganization, Plan, Joint Proxy Statement/Prospectus or the proxy card, please do not hesitate to call 1-800-697-3863.

PLEASE VOTE THE ENCLOSED PROXY BALLOT CARD.

YOUR VOTE IS VERY IMPORTANT!

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and will avoid the time and expense in validating your vote if you fail to sign your proxy card properly.

1.Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.

2.Joint Accounts: Each party must sign the proxy card. Each party should sign exactly as shown in the registration on the proxy card.

3.All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:


Registration			Valid Signature

Corporate Accounts

(1) ABC Corp			ABC Corp

(2) ABC Corp			John Doe, Treasurer

(3) ABC Corp. c/o John Doe, Treasurer			John Doe

(4) ABC Corp. Profit Sharing Plan			John Doe, Trustee

Trust Accounts

(1) ABC Trust			Jane B. Doe, Trustee

(2) Jane B. Doe, Trustee u/t/d 12/28/78			Jane B. Doe

Custodial or Estate Accounts

(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA			John B. Smith

(2) Estate of John B. Smith			John B. Smith, Jr., Executor

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on November 15, 2022, or any adjournment or postponement thereof. This Notice and Joint Proxy Statement/Prospectus are available on the internet at the website included in the proxy ballot sent to shareholders. On this website, you will be able to access this Notice, the Joint Proxy Statement/Prospectus, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to shareholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.

THE JOINT PROXY STATEMENT/PROSPECTUS

Dated October 12, 2022

FOR THE REORGANIZATION OF THE FOLLOWING FUNDS:


The Tocqueville Opportunity Fund a series of The Tocqueville Trust and The Tocqueville Phoenix Fund a series of The Tocqueville Trust c/o Tocqueville Asset Management LP 40 West 57th Street, 19th Floor New York, New York 10019 212.698.0800
IN EXCHANGE FOR SHARES OF The Tocqueville Fund a series of The Tocqueville Trust c/o Tocqueville Asset Management LP 40 West 57th Street, 19th Floor New York, New York 10019 212.698.0800

This Joint Proxy Statement/Prospectus (the “Proxy Statement”) is being furnished to shareholders of The Tocqueville Opportunity Fund and the Tocqueville Phoenix Fund (each an “Acquired Fund”, and together, the “Acquired Funds”), both series of The Tocqueville Trust (the “Tocqueville Trust”), in connection with an Agreement and Plan of Reorganization (the “Plan”) by and between the Tocqueville Trust, on behalf of each Acquired Fund, and Tocqueville Trust, on behalf of The Tocqueville Phoenix Fund (“Acquiring Fund”), a series of Tocqueville Trust, for use at a Special Meeting of Shareholders (the “Special Meeting”) of each Acquired Fund, virtually on November 15, 2022, at 10:00 a.m. Eastern time. A copy of the Plan is attached as Exhibit A and Exhibit B.

At the Special Meeting, shareholders of each Acquired Fund will be asked to consider and vote upon the following Proposals:

1.For shareholders of each Acquired Fund to approve the Plan with respect to each Acquired Fund, which provides for: (i) the transfer of all of the assets and liabilities of each Acquired Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund; and (ii) the distribution of shares of the Acquiring Fund so received to shareholders of each Acquired Fund.

2.For shareholders of each Acquired Fund to transact such other business as may properly come before the Special Meeting or any adjournment thereof.

The Plan provides that each Acquired Fund will transfer all of its assets and liabilities to the Acquiring Fund. In exchange for the transfer of these assets and liabilities, the Acquiring Fund will issue the shares to each Acquired Fund in an amount equal in value to the net asset value of the shares of each Acquired Fund as of the valuation time as described below (the “Reorganization”). These transfers are expected to occur following the close of business on or about November 18, 2022 (the “Closing Date”).

Immediately after the transfer of each Acquired Fund’s assets and liabilities, each Acquired Fund will make a liquidating distribution to its shareholders of the Acquiring Fund shares received, so that a holder of shares of each Acquired Fund at the Closing Date of the Reorganization will receive full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the aggregate net assets of the shares of each Acquired Fund immediately before the Reorganization. At the Closing Date of the Reorganization, shareholders of each Acquired Fund will become shareholders of the Acquiring Fund. If shareholders of each Acquired Fund do not vote to approve the Reorganization, the Trustees of Tocqueville Trust will consider other possible courses of action in the best interests of each Acquired Fund and its shareholders. If the Reorganization is not approved by either one or both of the Acquired Funds, the Board of Trustees will consider, at that time, other reorganizations, liquidations of the Funds or continuing to operate the Funds as standalones.

Shareholders of each Acquired Fund will vote at the Meeting for each proposal submitted to the shareholders of each Acquired Fund. Each holder of a whole or fractional share shall be entitled to one vote for each whole share held and a fractional vote for each fractional share held in such shareholder's name.

Tocqueville Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Tocqueville Trust is a Massachusetts business trust. Tocqueville Asset Management L.P. (“TAM”) is the investment advisor and administrator to each Acquired Fund and the Acquiring Fund. U.S. Bancorp Fund Services, LLC serves as transfer agent to each Acquired Fund and Acquiring Fund. U.S. Bank Global Fund Services serves as fund accounting agent to each Acquired Fund and Acquiring Fund. U.S. Bank Global Fund Services serves as sub-administrator to each Acquired Fund and administrator to the Acquiring Fund. U.S. Bank, N.A. is the custodian for each Acquired Fund and the Acquiring Fund. Tocqueville Securities, L.P. is the distributor for each Acquired Fund and will be the distributor for the Acquiring Fund.

As explained in greater detail below, the approval of the proposals will, in effect, approve actions taken by the Board of Trustees of Tocqueville Trust, on behalf of the Acquiring Fund.

This Joint Proxy Statement/Prospectus contains information you should know before voting on the proposed Reorganization. Please read this Joint Proxy Statement/Prospectus and keep it for future reference. If you need additional copies of this Joint Proxy Statement/Prospectus, please contact the Acquired Funds at 800-697-3863. Additional copies of this Joint Proxy Statement/Prospectus will be delivered to you promptly upon request. For a free copy of each Acquired Fund’s annual report for the fiscal year ended October 31, 2021 and the semi-annual report for the period ended April 30, 2022, please contact the Acquired Funds at 800-697-3863.

This Joint Proxy Statement/Prospectus sets forth concisely the information that a shareholder of an Acquired Fund should know before voting on the applicable Reorganization and should be retained for future reference. Certain additional relevant documents listed below, which have been filed with the U.S. Securities and Exchange Commission (the “SEC”), are incorporated in whole or in part by reference. (That means that those documents are considered legally to be part of this Joint Proxy Statement/Prospectus). A Prospectus and Statement of Additional Information (dated February 28, 2022, and as supplemented from time to time) for the Acquired Fund, indirectly relating to this Joint Proxy Statement/Prospectus and including certain financial information about the Acquired Fund, have been filed with the SEC and are incorporated in their entirety into this Joint Proxy Statement/Prospectus. A copy of each Prospectus and the Statement of Additional Information is available upon request and without charge by calling the Acquired Fund toll-free at 1-800-697-3863. For a detailed discussion of the investment objectives, policies, risks and restrictions of the Acquired Fund, see the Prospectus for the Fund (as supplemented).

The Acquired Funds’ Prospectus (as supplemented) and Annual Report to Shareholders for the fiscal year ended October 31, 2021, containing audited financial statements, and the Semi-Annual Report to Shareholders for the fiscal period ended April 30, 2022, containing unaudited financial statements, have been previously mailed to shareholders and are incorporated herein by reference. Copies of these documents and the Acquired Fund’s Statements of Additional Information (as supplemented), are available upon request and without charge by writing to Tocqueville Trust, through the Internet at http://www.tocquevillefunds.com or by calling 1-800-697-3863.

This Joint Proxy Statement/Prospectus will be mailed on or about October 3, 2022, to shareholders of record of the Acquired Fund as of September 19, 2022 (the “Record Date”).

THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No person has been authorized to give any information or to make any representations other than those contained in this Joint Proxy Statement/Prospectus and in the materials expressly incorporated herein by reference and, if given or made, such other information or representations must not be relied upon as having been authorized by each Acquired Fund or Acquiring Fund. This Joint Proxy Statement/Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

TABLE OF CONTENTS


SYNOPSIS			1
The Reorganization			1
The Funds			1
Fees and Expenses			1
Portfolio Turnover			3
Investment Objectives, Strategies, and Risks			3
The Funds’ Performance			8
Investment Limitations			10
Purchases and Sales of Fund Shares			12
Dividend Policies			21
Investment Advisory Services and Portfolio Managers			22
Additional Information About the Acquiring Fund’s Investment Strategies and Risks			23
Trustees and Officers			24
Service Providers			24
FUND MANAGEMENT			24
INFORMATION RELATING TO THE REORGANIZATION			25
Description of the Reorganization			25
Costs of Reorganization			25
Federal Income Taxes			26
Capitalization			26
Reasons for the Reorganization			26
SHAREHOLDER RIGHTS AND LIABILITIES			27
General Shareholder Rights			27
Election and Term of Trustees			28
Shareholder Liability			28
Liability of Trustees			28
Approval Requirements Relating to the Reorganization			28
TAXES			29
INFORMATION ABOUT THE ACQUIRED FUNDS AND ACQUIRING FUND			29
VOTING MATTERS			30
General Information			30
Voting Rights and Required Vote			30
Record Date and Outstanding Shares			32
Security Ownership of Certain Beneficial Owners and Management			32
Copies of Fund Information			33
OTHER BUSINESS			33
SHAREHOLDER INQUIRIES			33
EXHIBIT A			A-1
EXHIBIT B			B-1
EXHIBIT C			C-1
EXHIBIT D			D-1

SYNOPSIS

This Synopsis is designed to allow you to compare the current fees, investment objective, policies and restrictions, and other features of each Acquired Fund with those of the Acquiring Fund. This Synopsis is a summary of certain information contained elsewhere in this Joint Proxy Statement/Prospectus or incorporated by reference into this Joint Proxy Statement/Prospectus. Shareholders should read this entire Proxy Statement carefully. For more complete information, please read the Prospectus for each Acquired Fund. References herein to “Fund” or “Funds” include both the Acquired Funds and the Acquiring Fund, unless the context otherwise requires.

The Reorganization

Background. Pursuant to the Plan, each Acquired Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange solely for shares of the Acquiring Fund.

Each Acquired Fund will then distribute the Acquiring Fund shares that it receives to its shareholders in complete liquidation. The result of the Reorganization is that shareholders of each Acquired Fund will become shareholders of the Acquiring Fund. No charges will be imposed in connection with the Reorganization. If shareholders of an Acquired Fund do not vote to approve the Reorganization, the Board of Trustees of the Tocqueville Trust may consider possible alternative arrangements in the best interests of the Acquired Fund and its shareholders. If the Reorganization is not approved by either one or both of the Acquired Funds, the Board of Trustees will consider, at that time, other reorganizations, liquidations of the Funds or continuing to operate the Funds as standalones.

The Board of Trustees of the Tocqueville Trust, including the Trustees who are not "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act, has concluded that the Reorganization would be in the best interests of each Acquired Fund and its shareholders, and that the interests of existing shareholders in each Acquired Fund will not be diluted as a result of the transactions contemplated by the applicable Reorganization. The Board of Trustees of Tocqueville Trust recommends that you vote FOR the approval of the Reorganization.

Tax Consequences. The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization. If the Reorganization so qualifies, shareholders of an Acquired Fund will not recognize a gain or loss in the transaction. Shareholders should consult their own tax advisors concerning the potential tax consequences of the applicable Reorganization to them, including foreign, state and local tax consequences.

Special Considerations and Risk Factors. Investing in the Acquiring Fund following the Reorganization involves risks. For additional information, see “Principle Investment Risks” below.

The Funds

Business of the Funds. Tocqueville Trust is an open-end management investment company organized as a Massachusetts business trust on September 17, 1986, that offers shares in different series of investment portfolios. Both the Acquired Funds and Acquiring Fund are series of Tocqueville Trust. If the Reorganization is approved, shareholders of each Acquired Fund will receive shares of the Acquiring Fund.

Fees and Expenses

If the Reorganization is approved by shareholders, you, as a shareholder of an Acquired Fund, will pay the fees and expenses assessed by the shares of the Acquiring Fund. The following tables compare the current fees and expenses of each Acquired Fund with those of the Acquiring Fund. Each Acquired Fund’s expenses are based upon the most recent audited financial statements as of October 31, 2021.

The table below illustrates the annual operating expenses of the Acquired Funds and the Acquiring Fund. In addition, because the Reorganization of each of the Acquired Funds into the Acquiring Fund is not contingent upon each other, the table below illustrates the pro forma expenses of the three possible scenarios after the Reorganization: (1) the Acquiring Fund acquires the Opportunity Fund and not the Phoenix Fund; (2) the Acquiring Fund acquires the Phoenix Fund and not the Opportunity Fund; and (3) the Acquiring Fund acquires both the Opportunity Fund and the Phoenix Fund.

Comparison of Shareholder Fees

The Tocqueville Opportunity Fund (a series of Tocqueville Trust) and The Tocqueville Phoenix Fund (a series of Tocqueville Trust)

Comparison of Annual Operating Expenses

(as a percentage of average net assets)


	Redemption Fee (as a % of amount redeemed within 90 days of purchase)	Management Fees	Distribution and Service (12b-1) Fees	Other Expenses	Total Fund Operating Expenses	Less: Fee Waiver/Expense Reimbursement	Total Annual Fund Operating Expenses after Fee Waiver/Expense Reimbursement(1)(2)
Acquired Fund – Tocqueville Opportunity Fund	None	0.75%	0.25%	0.40%	1.40%	-0.14%	1.26%
Acquired Fund - Tocqueville Phoenix Fund	None	0.80%	0.25%	0.38%	1.43%	-0.18%	1.25%

Acquiring Fund - Tocqueville Fund	None	0.75%	0.25%	0.34%	1.34%	-0.14%	1.20%
Pro Forma Expenses of Acquiring Fund after Reorganization - Opportunity Fund Only	None	0.75%	0.25%	0.41%	1.41%	0.21%	1.20%
Pro Forma Expenses of Acquiring Fund after Reorganization - Phoenix Fund Only	None	0.75%	0.25%	0.37%	1.37%	-0.17%	1.20%
Pro Forma Expenses of Acquiring Fund after Reorganization - Both Funds	None	0.75%	0.25%	0.35%	1.35%	-0.15%	1.20%

(1) TAM has contractually agreed to waive each Acquired Fund’s management fees and/or reimburse expenses in order to ensure that the Acquired Funds’ Total Annual Operating Expenses after Fee Waiver/Expense Reimbursement do not exceed 1.25% of its average daily net assets (excluding taxes, interest expense, acquired fund fees and expenses, or extraordinary expenses such as litigation). The Expense Limitation Agreement will remain in effect until March 1, 2023, and may not be terminated by TAM before such time.

(2) As of October 1, 2022, TAM has contractually agreed to waive the Acquiring Fund’s management fees and/or reimburse expenses in order to ensure that the Fund’s Total Annual Operating Expenses after Fee Waiver/Expense Reimbursement do not exceed 1.20% of its average daily net assets (excluding taxes, interest expense, acquired fund fees and expenses, or extraordinary expenses such as litigation). The Expense Limitation Agreement will remain in effect until November 1, 2023, and may not be terminated by TAM before such time.

Examples

These Examples are intended to help you compare the cost of investing in the Acquiring Fund with the cost of investing in each Acquired Fund, assuming the Reorganization is approved. The Examples assume that you invest $10,000 in each Fund for the time periods indicated, that your investment has a 5% return each year and that the applicable figures from the “Total Annual Fund Operating Expenses after Fee Waiver/Expense Reimbursement” column in the table directly above apply from year to year. Each of the fee waivers for each of the Acquired Funds and Acquiring Fund have been factored into the equation of operating expenses for a period of one year. The Examples do not include the brokerage commissions that you may pay on your purchases and sales of Fund shares. Although your actual costs may be higher or lower, based on these assumptions you would pay the following expenses:

The Tocqueville Opportunity Fund (a series of The Tocqueville Trust), The Tocqueville Phoenix Fund (a series of The Tocqueville Trust), and The Tocqueville Fund (a series of The Tocqueville Trust)


Fund	1 Year	3 Years	5 Years	10 Years
Acquired Fund—Tocqueville Opportunity Fund	$128	$429	$752	$1,668
Acquired Fund—Tocqueville Phoenix Fund	$127	$435	$765	$1,698
Acquiring Fund—Tocqueville Fund	$122	$411	$721	$1,600
Pro Forma Expenses of Acquiring Fund After Reorganization—Opportunity Fund Only	$122	$426	$751	$1,673
Pro Forma Expenses of Acquiring Fund After Reorganization—Phoenix Fund Only	$122	$417	$734	$1,632
Pro Forma Expenses of Acquiring Fund After Reorganization—Both Funds	$122	$413	$725	$1,611

The Example above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect each Fund’s performance. During the most recent fiscal year, the portfolio turnover rates for the Opportunity Fund and the Phoenix Fund w ere 20% and 21% respectively of the average value of the portfolio, and the portfolio turnover rate for the Acquiring Fund was 11% of the ave rage value of the portfolio.

Investment Objectives, Strategies, and Risks

This section will help you compare the investment objectives, principal investment strategies and principal investment risks of each Acquired Fund with those of the Acquiring Fund. More complete information may be found in each Fund’s prospectus.

Investment Objective: The Tocqueville Fund’s and the Opportunity Fund’s investment objective is to seek long-term capital appreciation. The Phoenix Fund’s investment objectives is to seek long-term preservation of capital (sufficient growth to outpace inflation over an extended period of time) and growth of capital.

Principal Investment Strategies:

The Acquiring Fund seeks to achieve its investment objective by investing primarily in common stocks of U.S. companies. The investment strategy of the Acquiring Fund is value-oriented and seeks to invest in companies that are selling at a discount to their intrinsic value, and where business fundamentals are improving or are expected to improve.

The Opportunity Fund seeks to achieve its investment objective by investing primarily in the common stocks of small and mid-cap companies in particular. The Opportunity Fund seeks to invest in companies whose sales and earnings have increased at a consistent rate. The Opportunity Fund also seeks to achieve significant portfolio diversification by investing in a number of sectors and industries in the U.S.

The Phoenix Fund seeks to achieve its investment objective by investing primarily in the common stocks of small and mid-cap value companies that the portfolio managers consider to be undervalue, generate strong free cash flow, have shareholder friendly management teams and possess a catalyst for improved financial performance.


Acquiring Fund: The Tocqueville Fund	Acquired Fund: The Opportunity Fund	Acquired Fund: The Phoenix Fund
The Tocqueville Fund seeks to achieve its investment objective by investing primarily in common stocks of U.S. companies. The Tocqueville Fund may also invest up to 25% of its net assets in non-U.S. companies, including in American Depositary Receipts (“ADRs”), in both developed and emerging markets. The investment strategy of the Tocqueville Fund is value oriented and contrarian. The Tocqueville Fund seeks to invest in companies that have good long-term business fundamentals but are temporarily out of favor with investors, and hence have a market value lower than their intrinsic value. The fundamental research based value orientation of the Advisor helps the portfolio manager find companies which have good businesses; the Advisor’s contrarian orientation enables the portfolio manager to buy them at what the portfolio manager believes to be attractive prices.	The Opportunity Fund seeks to achieve its investment objective by investing primarily in the common stocks of small and mid-cap companies which have the potential to deliver above-average long-term earnings growth. Such companies may include, but not limited to, information technology, and health care companies. The Opportunity Fund defines small cap companies as companies with a market capitalization of less than $3 billion and mid cap companies as companies with a market capitalization greater than $3 billion but less than the largest stock by market capitalization in the Russell Midcap® Index. As of January 31, 2022, the largest stock by market capitalization in the Russell Midcap® Index had a market capitalization of $58,512 billion. In addition, the Opportunity Fund may invest in large cap companies. Market capitalization is measured at the time of initial purchase.	The Tocqueville Phoenix Fund seeks to achieve its investment objective by investing primarily in the common stocks of small and mid- cap value companies that the portfolio managers consider to be undervalued, generate strong free cash flow, have shareholder friendly management teams and possess a catalyst for improved financial performance. Catalysts include events such as, appointment of new management and/or board members that have successful track records, an improved corporate strategy, M&A activity, operational restructuring that improves industry competitiveness, and the introduction of unique products that will meaningfully improve sales and/or profitability. The rigorous value oriented, fundamental research process includes financial statement analysis, in person (virtual) meetings with C-level management, competitive company analysis, plant visits and product demos.

Value oriented means that the portfolio manager seeks to invest in companies that are selling at a discount to their intrinsic value, and where business fundamentals are improving or expected to improve. In assessing intrinsic value, the portfolio manager’s judgments will be based on a comparison of a company’s stock market value with various financial parameters, including historical and projected cash flow, book earnings, and net asset value. Contrarian means that the portfolio manager seeks investment opportunities in stocks and sectors that are out of favor with investors. The portfolio manager considers a stock to be out of favor when its price has declined significantly or has lagged the relevant market index for an extended period of time and the consensus among investors does not expect improvement.	The portfolio manager will invest in common stocks that he believes will achieve the Opportunity Fund’s objective of long-term capital appreciation. In accordance with the portfolio manager’s investment discipline, he evaluates a number of key attributes and searches for companies which are market leaders in growth industries. The portfolio manager believes that a strong brand name and the ability to raise the prices of their service or product can be an equally significant consideration in research of the companies. The Opportunity Fund seeks to invest in companies whose sales and earnings have increased at a consistent rate. The portfolio manager’s investment approach includes the analysis of company financial statements in addition to meeting with corporate managements. The portfolio manager believes that companies should be evaluated through the analysis of various fundamental stock characteristics and he focuses on earnings and sales growth, valuation, and profitability.	The Phoenix Fund defines small cap companies as companies with a market capitalization of less than $3 billion and mid cap companies as companies with a market capitalization between $3 billion and $10 billion. In addition, the Phoenix Fund may invest in large cap companies. Market capitalization is measured at the time of initial purchase. The Phoenix Fund may also invest in: (i) U.S. Government Securities: The U.S. Government securities in which the Phoenix Fund may invest include obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or by privately owned corporations that are federally chartered by the U.S. Government.


Acquiring Fund: The Tocqueville Fund	Acquired Fund: The Opportunity Fund	Acquired Fund: The Phoenix Fund

In general, the portfolio manager acquires his investment ideas by identifying companies whose stock prices are down, or have lagged the market. The portfolio manager then analyzes the quality of their business franchise and long-term fundamentals and makes a judgment regarding their intrinsic value. Alternatively, the portfolio manager may identify companies with strong long-term business fundamentals and then wait for them to fall out of favor with investors in order to buy them at a discount to intrinsic value. The portfolio manager will purchase stocks for the Tocqueville Fund’s portfolio when they meet the above criteria and when the portfolio manager believes that they have a limited risk of further decline. The portfolio manager will sell stocks when they are no longer considered to be good values.	The Opportunity Fund seeks to achieve significant portfolio diversification by investing in a number of sectors and industries in the U.S. In addition, the Opportunity Fund may invest up to 20% of its net assets in non-U.S. securities, including in ADRs, in both developed and emerging markets. While the Opportunity Fund is growth oriented, the portfolio manager does not distinguish between growth and value common stocks in his process of selecting the Opportunity Fund’s portfolio holdings. Under normal conditions, the Opportunity Fund will reduce or liquidate its holdings in companies which reach the portfolio manager’s price objective, lose their competitive advantage or fail to sustain reasonable profitability.	ii) Money Markets Funds: Money market funds are registered investment companies that invest in high-quality, short-term debt instruments of a specified nature. The money market funds in which the Phoenix Fund may invest seek to maintain investment portfolios with a dollar-weighted average maturity of 60 days or less, to value their investment portfolios at amortized cost and to maintain a net asset value of $1.00 per share.

Principal Investment Risks:

The following risks are common to the Funds:

Common Stock Risk. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of the issuer’s bonds and preferred stock take precedence over the claims of those who own common stock. It is possible that all assets of that issuer will be exhausted before any payments are made to the common stockholders.

Coronavirus (“COVID-19”) and Global Health Events Risk. COVID-19 and concerns about its rapid spread and infections have severely impacted business activity in virtually all economies, markets, and sectors and negatively impacted the value of many financial and other assets. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty. These events could have a significant impact on a Fund’s performance, as well as the performance and viability of issuers in which it invests.

Market Risk. The market value of a security a Fund holds will fluctuate, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than it was at the time of purchase. Market risk may affect an individual security, a particular sector or the entire market.

Manager Risk. A Fund’s portfolio manager may use an investment strategy that does not achieve the Fund’s objective or may fail to execute a Fund’s investment strategy effectively. In addition, a portfolio manager’s strategy may produce returns that are different from other mutual funds that invest in similar securities.

Portfolio Turnover Risk. Active trading by a Fund will result in higher Fund expenses and may also result in an increase in a Fund’s distributions of taxable income.

Information Risk. Key information about an issuer, security or market may be inaccurate or unavailable. Securities issued in initial public offerings, or IPOs, involve greater information risk than other equity securities due to the lack of public information.

Opportunity Risk. The risk of missing out on an investment opportunity because the assets necessary to take advantage of it are invested in less profitable investments.

Valuation Risk. The risk that the Fund has valued certain securities at a higher price than the price at which they can be sold. This risk may be especially pronounced for investments, such as derivatives, which may be illiquid or which may become illiquid.

Sector Risk. A Fund’s assets invested in a particular sector may increase from time to time based on the portfolio managers’ perception of available investment opportunities. If a Fund invests a significant portion of its assets in a particular sector, the Fund will be subject to the risk that companies in the same sector are likely to react similarly to legislative or regulatory changes, adverse market conditions, increased competition, or other factors affecting that sector. In such cases, a Fund would be exposed to an increased risk that the value of its overall portfolio will decrease because of events that disproportionately and negatively affect that sector. In addition, investments in a particular sector may be more volatile than the broader market as a whole, and a Fund’s investments in such a sector may be disproportionately susceptible to losses.

Information Technology Sector Risk. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Like other technology companies, information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face obsolescence due to rapid technological developments and frequent new product introduction, unpredictable changes in growth rates, and competition for the services of qualified personnel. Companies in the information technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.

Risks of Investing in Non-U.S. Securities. Each Fund may invest a portion of its assets in non-U.S. securities and may directly hold foreign currencies and purchase and sell foreign currencies. The following risks are common to mutual funds that invest in non-U.S. securities and hold foreign currencies:

Legal and Regulatory Risk. The laws and regulations of foreign countries may provide investors with less protection or may be less favorable to investors than the U.S. legal system. For example, there may be less publicly available information about a foreign company than there would be about a U.S. company. The auditing and reporting requirements that apply to foreign companies may be less stringent than U.S. requirements. Additionally, government oversight of foreign stock exchanges and brokerage industries may be less stringent than in the U.S.

Currency Risk. Currencies and securities denominated in foreign currencies may be affected by changes in exchange rates between those currencies and the U.S. dollar. Currency exchange rates may be volatile and may fluctuate in response to interest rate changes, the general economic conditions of a country, the actions of the U.S. and foreign governments, central banks, or supranational entities such as the International Monetary Fund, the imposition of currency controls, other political or regulatory conditions in the U.S. or abroad, speculation, or other factors. A decline in the value of a foreign currency relative to the U.S. dollar reduces the value in U.S. dollars of a Fund’s investments in that foreign currency and investments denominated in that foreign currency.

Liquidity Risk. Foreign stock exchanges generally have less volume than U.S. stock exchanges. Therefore, it may be more difficult to buy or sell shares of foreign securities, which increases the volatility of share prices on such markets. Additionally, trading on foreign stock markets may involve longer settlement periods and higher transaction costs.

Expropriation Risk. Foreign governments may expropriate a Fund’s investments either directly by restricting the Fund’s ability to sell a security or imposing exchange controls that restrict the sale of a currency, or indirectly by taxing the Fund’s investments at such high levels as to constitute confiscation of the security. There may be limitations on the ability of a Fund to pursue and collect a legal judgment against a foreign government.

Political Risk. Political or social instability or revolution in certain countries in which a Fund invests, in particular, emerging market countries, may result in the loss of some or all of the Fund’s investment in these countries.

Emerging Markets Risk. Emerging market securities bear various foreign investment risks discussed above. In addition, there are greater risks involved in investing in emerging markets compared to developed foreign markets. Specifically, the economic structures in emerging market countries are less diverse and mature than those in developed countries, and their political systems are less stable. Investments in emerging market countries may be affected by national policies that restrict foreign investment. Emerging market countries may have less developed legal structures, and the small size of their securities markets and low trading volumes can make investments illiquid and more volatile than investments in

developed countries. A Fund investing in emerging market countries may be required to establish special custody or other arrangements before investing, which may result in additional risks and costs to a Fund.

Risks of Investing in Debt Securities

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

Interest Rate Risk. This risk refers to the decline in the prices of fixed-income securities that may accompany a rise in the overall level of interest rates. A sharp and unexpected rise in interest rates could cause a money market fund’s share price to drop below a dollar. A low interest rate environment may prevent the Fund from providing a positive yield or paying fund expenses out of fund assets and could impair the Fund’s ability to maintain a stable net asset value. This risk may be greater in the current market environment because certain interest rates are near historically low levels. It is likely that there will be less governmental action in the near future to maintain low interest rates. The negative impact on fixed-income securities from the resulting rate increases for that and other reasons may be swift and significant.

Credit (or default) Risk. The issuer of a debt security may be unable to make timely payments of principal or interest, or may default on the debt. Prices of a Fund’s investments may be adversely affected if any of the issuers or counterparties it is invested in are subject to an actual or perceived deterioration in their credit quality. Credit spreads may increase, which may reduce the market values of a Fund’s securities. Credit spread risk is the risk that economic and market conditions or any actual or perceived credit deterioration may lead to an increase in the credit spreads (i.e., the difference in yield between two securities of similar maturity but different credit quality) and a decline in price of the issuer’s securities.

Inflation Risk. Inflation will erode the purchasing power of the cash flows generated by debt securities held by a Fund. Fixed-rate debt securities are more susceptible to this risk than floating rate debt securities.

Reinvestment Risk. When interest income is reinvested, interest rates will have declined so that income must be reinvested at a lower interest rate. Generally, interest rate risk and reinvestment risk have offsetting effects.

Risks of Investing in Restricted Securities.

Each Fund may invest in restricted securities, although the Funds do not currently intend to invest more than 5% of their assets in such securities. Restricted securities have contractual or legal restrictions on their resale. They may include private placement securities that a Fund buys directly from the issuer. Private placement and other restricted securities may not be listed on an exchange and may have no active trading market. Restricted securities may be illiquid. A Fund may be unable to sell them on short notice or may be able to sell them only at a price below current value. A Fund may get only limited information about the issuer, so it may be less able to predict a loss.

The following risks are associated solely with the named Funds:

Growth Stock Risk (applicable only to the Opportunity Fund). Different types of stocks tend to shift into and out of favor with stock market investors depending on market and economic conditions. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of value stocks that can cushion stock prices in a falling market.

Healthcare Sector Risk (applicable only to the Opportunity Fund). The healthcare sector may be affected by government regulations and government healthcare programs, increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many healthcare companies are heavily dependent on patent protection and the expiration of a patent may adversely affect profitability. Healthcare companies are subject to competitive forces that may result in price discounting, and may be thinly capitalized and susceptible to product obsolescence.

Materials Sector Risk (applicable only to the Phoenix Fund). Companies in the materials sector may be adversely affected by commodity price volatility, exchange rates, import controls, increased competition, depletion of resources, technical progress, labor relations and government regulations, among other factors. Also, companies in the materials sector are at risk of liability for environmental damage and product liability claims. Production of materials may exceed demand as a result of market imbalances or economic downturns, leading to poor investment returns.

Industrials Sector Risk (applicable only to the Phoenix Fund). The value of securities issued by companies in the industrials sector may be adversely affected by supply and demand related to their specific products or services and industrials sector products in general. The products of manufacturing companies may face obsolescence due to rapid technological developments and frequent new product introduction. Government regulations, world events, economic conditions and exchange rates may adversely affect the performance of companies in the industrials sector. Companies in the industrials sector may be adversely affected by liability for environmental damage and product liability claims. Companies in the industrials sector, particularly aerospace and defense companies, may also be adversely affected by government spending policies because companies involved in this sector rely to a significant extent on government demand for their products and services.

Value Stock Risk (applicable only to the Tocqueville Fund and Phoenix Fund). Value stocks involve the risk that they may never reach their expected full market value, either because the market fails to recognize the stock’s intrinsic worth, or the expected value was misgauged. They also may decline in price even though they are already undervalued.

Risks of Investing in Gold Bullion (applicable only to the Tocqueville Fund). The Tocqueville Fund may invest up to 10% of its total assets in gold bullion. The Tocqueville Fund is subject to the risk that it could fail to qualify as a regulated investment company under the Internal Revenue Code if they derive more than 10% of its gross income from investments in gold bullion or other precious metals. Failure to qualify as a regulated investment company would result in adverse tax consequences to the Tocqueville Fund and its shareholders.

The Funds’ Performance

The Acquiring Fund will be the accounting and performance survivor.

Tocqueville Opportunity Fund

The following chart and table 1 below provide some indication of the risks of investing in the Opportunity Fund by showing changes from year to year (on a calendar year basis) and by showing how the Opportunity Fund’s average annual returns for the 1 year, 5 years and 10 years ended December 31, 2021 compare with those of the Russell 2500 ® Growth Total Return Index. Please note that the Opportunity Fund’s performance (before and after taxes) is not an indication of how the Opportunity Fund will perform in the future. Updated performance information is available at www.tocquevillefunds.com .

1. The year to date return information as of the end of the most recent quarter, June 30, 2022, is -38.98%.


Best Quarter:	41.02%	June 30, 2020
Worst Quarter:	-25.00%	December 31, 2018

The performance information shown above is based on a calendar year.

Average Annual Total Returns

(for the periods ended December 31, 2021)


Tocqueville Opportunity Fund	1 Year	5 Years	10 Years
Return Before Taxes	2.80%	23.34%	16.93%
Return After Taxes on Distributions	1.24%	21.68%	15.60%
Return After Taxes on Distributions and Sale of Fund Shares	2.68%	18.79%	13.95%
Russell 2500 ® Growth Total Return Index	5.04%	17.65%	15.75%

Tocqueville Phoenix Fund

The following chart and table 1 below provide some indication of the risks of investing in the Phoenix Fund by showing changes in the Phoenix Fund’s performance from year to year (on a calendar year basis) and by showing how the Phoenix Fund’s average annual returns for the 1 year, 5 years and 10 years ended December 31, 2021, compare with those of the Russell 2000 ® Value Index. Please note that the Phoenix Fund’s performance (before and after taxes) is not an indication of how the Phoenix Fund will perform in the future. Updated performance information in available at www.tocquevillefunds.com .

1. The year to date return information as of the end of the most recent quarter, June 30, 2022, is -21.02%.


Best Quarter:	33.86%	December 31, 2020
Worst Quarter:	-38.12%	March 31, 2020

The performance information shown above is based on a calendar year.

Average Annual Total Returns

(for the periods ended December 31, 2021)


Tocqueville Phoenix Fund	1 Year	5 Years	10 Years
Return Before Taxes	24.99%	7.91%	8.14%
Return After Taxes on Distributions	21.99%	6.09%	6.09%
Return After Taxes on Distributions and Sale of Fund Shares	16.88%	5.92%	6.19%
Russell 2000 ® Growth Total Return Index	28.27%	9.07%	12.03%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

In certain cases, the figure representing "Return After Taxes on Distributions and Sale of Fund Shares" may be higher than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and provides an assumed tax deduction that benefits the investor.

The Tocqueville Fund

The following chart and table 1 below provide some indication of the risks of investing in the Tocqueville Fund by showing changes in the Tocqueville Fund’s performance from year to year (on a calendar year basis) and by showing how the Tocqueville Fund’s average annual returns for the 1 year, 5 years and 10 years ended December 31, 2021 compare with those of the S&P 500 ® Total Return Stock Index. Please note that the Tocqueville Fund’s performance (before and after taxes) is not an indication of how the Tocqueville Fund will perform in the future. Updated performance information is available at www.tocquevillefunds.com .

1. The year to date return information as of the end of the most recent quarter, June 30, 2022, is -8.18%.


Best Quarter:	18.05%	June 30, 2020
Worst Quarter:	-22.59%	March 31, 2020

The performance information shown above is based on a calendar year.

Average Annual Total Returns

(for the periods ended December 31, 2021)


Tocqueville Fund	1 Year	5 Years	10 Years
Return Before Taxes	25.73%	15.35%	13.62%
Return After Taxes on Distributions	22.79%	13.31%	12.23%
Return After Taxes on Distributions and Sale of Fund Shares	17.26%	11.92%	11.07%
S&P 500® Total Return Stock Index	28.71%	18.47%	16.55%

In certain cases, the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and provides an assumed tax deduction that benefits the investor.

Investment Limitations

This section will help you compare the fundamental and non-fundamental investment policies and restrictions of each Acquired Fund and the Acquiring Fund.

Fundamental Investment Limitations

Listed below are the fundamental investment limitations adopted by each of the Funds. The fundamental investment limitations for the Acquired Funds and the Acquiring Fund are substantially similar with minor differences presented below. These limitations cannot be changed without the consent of the holders of a majority of each Fund’s outstanding shares. The term “majority of the outstanding shares” means the vote of (i) 67% or more of the Fund’s shares present at a

meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of the Fund’s outstanding shares, whichever is less.

As a matter of fundamental policy, each Fund (except as otherwise noted below) may not:


Tocqueville Fund and Opportunity Fund			Phoenix Fund
(1) issue senior securities.			(1) issue senior securities, except insofar as the Fund may be deemed to have issued a senior security in connection with any permitted borrowing;
(2) concentrate greater than 25% of the value of its assets in any one industry.			(2) borrow money. This restriction shall not apply to: (i) short-term credits from banks as may be necessary for the clearance of purchases and sales of securities, and (ii) borrowings from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests that might otherwise require the untimely disposition of securities, in an amount up to 15% of the value of the Fund’s total assets (including the amount borrowed) less liabilities (not including the amount borrowed) at the time the borrowing was made. While borrowings exceed 5% of the value of the Fund’s total assets, the Fund will not make any investments. Interest paid on borrowings will reduce net income.
(3) with respect to 75% of the value of the Fund’s assets, purchase any securities (other than obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities) if, immediately after such purchase, more than 5% of the value of the Fund’s total assets would be invested in securities of any one issuer, or more than 10% of the outstanding voting securities of any one issuer would be owned by the Fund.			(3) underwrite the securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security.
(4) make loans of money or securities other than (a) through the purchase of publicly distributed bonds, debentures or other corporate or governmental obligations, (b) by investing in repurchase agreements, and (c) by lending its portfolio securities, provided the value of such loaned securities does not exceed 33 1/3% of its total assets.			(4) invest more than 25% of its assets in the securities of issuers in any single industry.
(5) borrow money except from banks and not in excess of 10% of the value of the Fund’s total assets. The Fund may not purchase securities while borrowings exceed 5% of the value of its total assets.			(5) purchase or otherwise acquire interests in real estate, real estate mortgage loans, commodities or commodity contracts, or interest in oil, gas or other mineral exploration or development programs.
(6) buy or sell real estate, commodities, or commodity contracts, except a Fund may purchase or sell futures or options on futures.			(6) make loans, except through the purchase of debt securities, and by entry into repurchase agreements.
(7) underwrite securities.			(7) acquire securities that are not readily marketable or repurchase agreements calling for resale within more than seven days if, as a result thereof, more than 15% of the value of its net assets would be invested in such illiquid securities.
(8) invest in precious metals other than in accordance with a Fund’s investment objective and policy, if as a result the fund would then have more than 10% of its total assets (taken at current value) invested in such precious metals.			(8) invest in securities of other investment companies, except (i) the Fund may purchase unit investment trust securities where such unit trusts meet the investment objectives of the Fund and then only up to 5% of the Fund’s net assets, except as they may be acquired as part of a merger, consolidation or acquisition of assets and (ii) further excepted as permitted by section 12(d) of the 1940 Act.
(9) participate in a joint investment account.			(9) pledge, mortgage, assign or encumber any of the Fund’s assets except to the extent necessary to secure a borrowing permitted by clause (2) made with respect to the Fund.


Tocqueville Fund and Opportunity Fund			Phoenix Fund
			(10) purchase the securities of any one issuer, other than the U.S. Government or any of its agencies or instrumentalities, if immediately after such purchase more than 5% of the value of its total assets would be invested in such issuer or the Fund would own more than 10% of the outstanding voting securities of such issuer, except that up to 25% of the value of the Fund’s total assets may be invested without regard to such 5% and 10% limitations.
			(11) participate on a joint or a joint and several basis in any securities trading account.

Non-Fundamental Investment Limitations

The following investment limitations are non-fundamental investment limitations of each of the Acquired Funds and Acquiring Fund. Non-fundamental limitations may be changed at any time by each Fund’s Board of Trustees. Shareholders are notified before any material change in these limitations becomes effective.

Tocqueville Fund and Opportunity Fund Policies: the Funds may not:

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

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

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

(4) invest in securities of foreign issuers unless otherwise permitted by the respective Fund’s investment objective and policy, if as a result a Fund would then have more than 25% of its total assets (taken at current value) invested in such foreign securities.

Phoenix Fund Policies: The Phoenix Fund does not have any non-fundamental investment limitations.

Purchases and Sales of Fund Shares

Each of the Acquired Funds and the Acquiring Fund employ identical purchase and sale procedures as well as policies regarding valuation, frequent trading and dividends. These procedures, as well as other features related to investing in the Funds, are summarized below. A more complete description of each Fund’s procedures can be found in the respective Prospectus for each Fund.

Purchase and Sale of Shares

You may purchase, redeem or exchange Fund shares by mail (The Tocqueville Trust [name of Fund], c/o U.S. Bank Global Fund Services, P.O. Box 701 (for regular mail) or 615 East Michigan Street, 3rd Floor (for overnight or express mail), Milwaukee, WI 53201-0701), or by telephone at 1-800-697-3863, on any day the New York Stock Exchange (“NYSE”) is open for trading. Investors who wish to purchase, redeem or exchange Fund shares through a financial intermediary should contact the financial intermediary directly. The minimum initial amount of investment in a Fund is $250 for retirement accounts and $1,000 for all other accounts. Subsequent investments for all types of accounts may be made with a minimum investment amount of $100.

How to Purchase Shares of the Fund

You may purchase shares of the Fund through:

•The Fund’s distributor, Tocqueville Securities, L.P.

•Authorized securities dealers

•The Fund’s transfer agent, U.S. Bancorp Fund Services, LLC (the “Transfer Agent”)

Shares of the Funds have not been registered for sale outside of the United States, Puerto Rico, Guam, and the U.S. Virgin Islands. The Funds generally do not sell shares to investors residing outside the United States, Puerto Rico, Guam, and the U.S. Virgin Islands, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.

Methods of Payment

By Check: All checks must be drawn on U.S. banks and payable in U.S. dollars. The Fund will not accept payment in cash or money orders. To prevent check fraud, the Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares. The Fund is unable to accept postdated checks or any conditional order or payment. The Fund may refuse to accept certain other forms of payment at its discretion. Note that there is a $25 fee for any returned payment. To purchase by check, you should:

•Complete and sign the account application

•Write a check payable to Tocqueville Trust – (Name of Fund)

•Send your account application and check and request to one of the following addresses:

Regular Mail:

•The Tocqueville Trust—[name of Fund]

c/o U.S. Bank Global Fund Services

P.O. Box 701

Milwaukee, WI 53201-0701

Overnight Mail or Express:

•The Tocqueville Trust—[name of Fund]

c/o U.S. Bank Global Fund Services

615 East Michigan Street

Mutual Fund Services, 3rd Floor

Milwaukee, WI 53202-5207

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at U.S. Bancorp Fund Services, LLC’s post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent of the Fund. Receipt of purchase orders or redemption requests is based on when the order is received at the Transfer Agent’s offices.

By Wire: To purchase by wire, the Transfer Agent must have received a completed account application before your wire is sent. A purchase order will not be accepted until the Fund has received the completed application and any requested documentation in proper form. Wired funds must be received by the close of regular trading on the NYSE to be eligible for same day pricing. The Fund and U.S. Bank, N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions. Call the Transfer Agent at 1-800-697-3863 between 9:00 a.m. and 6:00 p.m. Eastern Time on any day the NYSE is open for business to advise of your intent to wire. This will ensure proper credit. Instruct your bank to wire funds to:

U.S. Bank, N.A.

777 E. Wisconsin Ave.

Milwaukee, WI 53202

ABA # 075-000022

Credit: U.S. Bank Global Fund Services

Account #: 112952137

Further credit: The Tocqueville Trust––[name of Fund]

Shareholder name and account number: _______________

By Internet: Log onto www.tocquevillefunds.com, print and complete the application and send it along with a check payable to The Tocqueville Trust––[name of Fund]. Please mail your application and your check via regular, overnight or express mail to the addresses listed under Methods of Payment—By Check.

After your account is established, you may set a User ID and Password by logging onto www.tocquevillefunds.com. This will enable you to purchase shares by having the purchase amount deducted from your bank account by electronic funds transfer via the Automated Clearing House (“ACH”) network. Please make sure that your fund account is set up with bank account instructions and that your bank is an ACH member. You must provide a voided check or savings deposit slip with which to establish your bank account instructions in order to complete internet transactions.

By Telephone: To purchase additional shares by telephone, the Transfer Agent must have received a completed account application where you accepted telephone transaction privileges. You must also have submitted a voided check or a savings deposit slip to have banking information established on your account. After your account has been open for up to 7 business days, you may purchase additional shares by calling 1-800-697-3863. Telephone orders will be accepted via electronic funds transfer from your bank account through the ACH network. Each purchase must be $100 or more. You must have banking information established on your account prior to making a purchase. The Fund will process your purchase order for same day pricing if received by the close of regular trading on the NYSE.

By Automatic Investment Plan: With a pre-authorized investment plan, your personal bank account is automatically debited at regular intervals to purchase shares of the Fund. The minimum is $100 per transaction. To establish an Automatic Investment Account complete and sign the appropriate section of the Purchase Application and send it to the Transfer Agent. In order to participate in the Automatic Investment Plan, your bank must be a member of the ACH network. If your bank rejects your payment, the Transfer Agent will charge a $25 fee to your account. Any request to change or terminate your Automatic Investment Plan should be submitted to the Transfer Agent at least 5 days prior to the effective date.

The Fund reserves the right to refuse any purchase order. In addition, the Fund and its agents reserve the right to “freeze” or “block” (that is, disallow any further purchases or redemptions from any account) or suspend account services in certain instances as permitted or required by applicable laws and regulations, including applicable anti-money laundering regulations. Examples of such instances include, but are not limited to: (i) where an accountholder appears on the list of “blocked” entities and individuals maintained pursuant to Office of Foreign Assets Control (“OFAC”) regulations; (ii) where the Fund or its agents detect suspicious activity or suspect fraudulent or illegal activity; or (iii) when notice has been received by the Fund or its agents that there is a dispute between the registered or beneficial account owners.

How the Fund Values Shares

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

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

next determined on the following day. If the NYSE closes early, the Fund will calculate the NAV at the closing time on that day. If an emergency exists as permitted by the SEC, the NAV may be calculated at a different time.

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

Each Fund generally values short-term fixed income securities with remaining maturities of 60 days or less at amortized cost. The Fund values money market securities at market price. Securities for which market quotations are readily available are valued at their current market value, as determined by such quotations. Securities for which market quotations are not readily available are valued at fair value as determined in good faith in accordance with policies and procedures established by the Board of Trustees and in accordance with Rule 2a-5 under the 1940 Act. In determining fair value, the Fund will seek to assign a value to the security which it believes represents the amount that the Fund could reasonably expect to receive upon its current sale. With respect to securities that are actively traded on U.S. exchanges, the Fund expects that market quotations will generally be available and that fair value might be used only in limited circumstances, such as when trading for a security is halted during the trading day. For securities traded principally on foreign exchanges, the Fund may use fair value pricing if an event occurs after the close of trading of the principal foreign exchange on which a security is traded, but before calculation of the Fund’s NAV, which the Fund believes affects the value of the security since its last market quotation. Such events may involve situations relating to a single issuer (such as news related to the issuer announced after the close of the principal foreign exchange), or situations relating to sectors of the market or the markets in general (such as significant fluctuations in the U.S. or foreign markets or significant changes in exchange rates, natural disasters, armed conflicts, or governmental actions). In determining whether a significant event has occurred with respect to securities traded principally in foreign markets, the Fund may engage a third party fair value service provider to systematically recommend the adjustment of closing market prices of non-U.S. securities based upon changes in a designated U.S. securities market index occurring from the time of close of the relevant foreign market and the close of the NYSE. Fair value pricing may also be used to value restricted securities held by the Fund or securities with little or no trading activity for extended periods of time. Fair value pricing involves judgments that are inherently subjective and inexact and it is not possible to determine with certainty when, and to what extent, an event will affect a market price. As a result, there can be no assurance that fair value pricing will reflect actual market value and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

The value of any shares of open-end funds held by a Fund will be calculated using the NAV of such funds. The prospectuses for any such open-end funds should explain the circumstances under which these funds use fair value pricing and the effects of using fair value pricing.

You can obtain the NAV of the Funds by calling 1-800-697-3863, or by visiting the Funds’ website at www.tocquevillefunds.com.

Investment Minimums

Minimum Initial Investment


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

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


Minimum Subsequent Investment			$ 100

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

Distribution of Fund Shares

Each Fund has adopted a distribution and service plan pursuant to Rule 12b-1 under the 1940 Act (each a “Plan”). Pursuant to the Plans, each Fund will pay Rule 12b-1 distribution and service fees of 0.25% per annum of its average daily net assets to Tocqueville Securities, L.P. (the “Distributor”). The Plan compensates the Distributor regardless of expenses actually incurred by the Distributor. The fees are used to pay for distribution activities and for providing shareholders with personal services and maintaining shareholder accounts. These fees are paid out of the Fund’s assets on an on-going basis and, therefore, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

The Distributor or an affiliate may, from time to time, at its expense and out of its own resources, (a source of which may be the 12b-1 fees paid by the Funds under the Plan), make cash payments to some but not all brokers, dealers or financial intermediaries (“securities dealers”) for shareholder services, as an incentive to sell shares of the Funds and/or to promote retention of their customers’ assets in the Funds. These payments may be referred to as “revenue sharing,” but do not change the price paid by investors to purchase a Fund’s shares or the amount a Fund receives as proceeds from such sales. Revenue sharing payments may be made to securities dealers that provide services to the Funds or their shareholders, including (without limitation) shareholder servicing, transaction processing, sub-accounting or marketing support. The Distributor negotiates the level of payments described above to any particular securities dealers with each firm, based on, among other things, the nature and level of services provided by such securities dealers and the significance of the overall relationship of the securities dealers to the Distributor and its affiliate. The amount of these payments may be significant and may create an incentive for the securities dealers to sell shares of the Funds to you or to recommend one fund complex over another. Please speak with your securities dealer to learn more about payments made to them by the Distributor or an affiliate.

In addition, in certain cases, intermediaries, such as banks, broker-dealers, financial advisors or other financial institutions, may have agreements pursuant to which shares of the Funds owned by their clients are held of record on the books of the Funds in omnibus accounts maintained by each intermediary, and the intermediaries provide those Fund shareholders with sub-administration and sub-transfer agency services. Pursuant to the Trust’s transfer agency agreement, the Trust pays the transfer agent a charge for each shareholder account. As a result, the use of one omnibus account for multiple beneficial shareholders can create a cost savings to the Trust. The Board of Trustees may, from time to time, authorize the Trust to pay a portion of the fees charged by these intermediaries to the extent of any transfer agency savings to the Trust as a result of the use of the omnibus account. These payments compensate these intermediaries for the provision of sub-administration and sub-transfer agency services associated with their clients whose shares are held of record in this manner.

The Funds do not issue certificates evidencing shares purchased. Instead, the Funds will send investors a written confirmation for all purchases of shares.

Anti-Money Laundering Program: In compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), please note that the Transfer Agent will verify certain information on your account application as part of the Trust’s Anti-Money Laundering Program. As requested on the account application, you must supply your full name, date of birth, social security number and permanent street address. If you are opening the account in the name of a legal entity (e.g., partnership, limited liability company, business trust, corporation, etc.), you must also supply the identity of the beneficial owners. Accounts opened by entities, such as corporations, limited liability companies, partnerships or trusts will require additional documentation. Mailing addresses containing only a P. O. Box will not be accepted. Please contact the Transfer Agent at 1-800-697-3863 if you need additional assistance when completing your account application.

Householding: In an effort to decrease costs, the Funds will reduce the number of duplicate prospectuses, supplements and other similar documents you receive by sending only one copy of each to those addresses shared by two or more accounts. Call toll-free 1-800-697-3863 to request individual copies of these documents or if your shares are held through a financial institution please contact them directly. The Funds will begin sending individual copies thirty days after receiving your request. This policy does not apply to account statements.

Lost Shareholders, Inactive Accounts and Unclaimed Property: It is important that the Funds maintain a correct address for each shareholder. An incorrect address may cause a shareholder’s account statements and other mailings to be returned to the Funds. Based upon statutory requirements for returned mail, the Funds will attempt to locate the shareholder or rightful owner of the account. If the Funds are unable to locate the shareholder, then they will determine whether the shareholder’s account can legally be considered abandoned. Your mutual fund account may be transferred to the state government of your state of residence if no activity occurs within your account during the “inactivity period” specified in your state’s abandoned property laws. The Funds are legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The

shareholder’s last known address of record determines which state has jurisdiction. Please proactively contact the Transfer Agent toll-free at 1-800-697-3863 at least annually to ensure your account remains in active status.

If you are a resident of the state of Texas, you may designate a representative to receive notifications that, due to inactivity, your mutual fund account assets may be delivered to the Texas Comptroller. Please contact the Transfer Agent if you wish to complete a Texas Designation of Representative form.

How to Redeem Shares

You may redeem shares by mail, telephone, or internet. Payment for shares redeemed will typically be sent on the following business day, but no later than the seventh calendar day after receipt of the redemption request provided the request is in “good order.” A redemption request is in “good order” if it complies with the following:

•if you have not elected to permit telephone redemptions, your request must be in writing and sent to the Transfer Agent as described below; and

•your request must include any additional legal documents concerning authority and related matters in the case of estates, trusts, guardianships, custodianships, partnerships and corporations.

If you purchased your shares by check or electronic funds transfer through the ACH network, the payment of your redemption proceeds may be delayed for up to 15 calendar days or until the purchase amount clears, whichever occurs first.

You may receive proceeds of your sale in a check sent to the address of record, electronically via the ACH network using the previously established bank instructions or federal wire transfer to your pre-established bank account. The Fund typically expects that it will take one to three business days following the receipt of your redemption request to pay out redemption proceeds, regardless of whether the redemption proceeds are paid by check, ACH transfer or wire. Please note that wires are subject to a $15 fee. There is no charge to have proceeds sent via ACH; however, funds are typically credited to your bank within two to three business days after redemption. Proceeds will be sent within seven calendar days after the Fund receives your redemption request unless the Fund has suspended your right of redemption. The Fund may stop redeeming its shares or postpone payment beyond seven days when the NYSE is closed, when trading on NYSE is restricted (as determined by the SEC), when an emergency exists (as determined by the SEC) and the Fund cannot sell its portfolio securities or accurately determine the values of its assets, or the SEC orders the Fund to suspend redemptions.

The Fund typically expects it will hold cash or cash equivalents to meet redemption requests. The Fund may also use the proceeds from the sale of portfolio securities to meet redemption requests if consistent with the management of the Fund. These redemption methods will be used regularly and may also be used in stressed market conditions.

The Fund reserves the right to redeem in-kind as described below. Redemptions in-kind are typically used to meet redemption requests that represent a large percentage of the Fund’s net assets in order to minimize the effect of large redemptions on the Fund and its remaining shareholders. Redemptions in-kind may be used in circumstances as described above, and may also be used during periods of stressed market conditions. The Fund also has in place a line of credit that may be used to meet redemption requests during periods of stressed market conditions.

Shareholders who purchase shares of the Fund through financial intermediaries may be charged a separate redemption fee by those intermediaries.

Shareholders who have a Retirement Account must indicate on their written redemption request whether or not to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10% withholding. Shares held in IRA accounts may also be redeemed by telephone at 1-800-697-3863. IRA investors will be asked whether or not to withhold taxes from any distribution. For additional information regarding Retirement Account redemptions, please call the Transfer Agent at 1-800-697-3863.

The Transfer Agent charges a $15 service fee for each payment of redemption proceeds made by wire.

By Mail: To redeem by mail, please:

•Provide your name and account number;

•Specify the number of shares or dollar amount and the Fund name;

•Sign the redemption request (the signature must be the same as the one on your account application);

•Make sure all parties that are required by the account registration sign the request; and

•Send your request to the appropriate address above under purchasing by mail.

A signature guarantee, from either a Medallion program member or a non-Medallion program member, of each owner is required to redeem shares in the following situations:

•If ownership is being changed on your account;

•When redemption proceeds are payable to or sent to any person, address or bank account not on record;

•When a redemption request is received by the Transfer Agent and the account address has been changed within the last 15 calendar days; and

•For all redemptions in excess of $1,000,000 from any shareholder account.

Non-financial transactions, including establishing or modifying certain services on an account, may require a signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source.

In addition to the situations described above, the Fund and/or the Transfer Agent reserve the right to require a signature guarantee or other acceptable signature verification in other instances based on the circumstances relative to the particular situation. The Fund reserves the right to waive any signature requirement at their discretion. Receipt of purchase orders or redemption requests is based on when the order is received at the Transfer Agent’s offices.

By Telephone: You may redeem your shares of the Fund in any amount up to $1,000,000 by telephone if you accepted telephone privileges on your account application, or if you provided a written request for telephone redemption. A signature guarantee or other acceptable signature authentication may be required to add this service. If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person. To redeem by telephone, call the Transfer Agent at 1-800-697-3863 and provide your name and account number, amount of redemption and name of the Fund. Once a telephone transaction has been placed, it cannot be canceled or modified after the close of regular trading on the NYSE (generally, 4:00 p.m., Eastern time). For your protection against fraudulent telephone transactions, the Fund will use reasonable procedures to verify your identity including requiring you to provide your account number and recording telephone redemption transactions. As long as these procedures were followed, the Fund will not be liable for any loss or cost to you if they act on instructions to redeem your account that are reasonably believed to be authorized by you. You will be notified if a telephone redemption is refused. Telephone trades must be received by or prior to market close to receive that day’s NAV. Please allow sufficient time to place your telephone transaction. Telephone redemptions may be difficult during periods of extreme market or economic conditions. If this is the case, please send your redemption request by mail or overnight courier. Redemption requests exceeding $1,000,000 must be made in writing (see “By mail” above).

By Internet: If you are set up to perform Internet transactions (either through your account application or by subsequent arrangements in writing), you may redeem shares in any amount up to $1,000,000 through the Fund’s website at www.tocquevillefunds.com. You must redeem at least $100 for each Internet redemption. Redemption requests for amounts exceeding $1,000,000 must be made in writing (see “By mail” above). A signature guarantee or other acceptable signature authentication is required of all shareholders in order to change Internet redemption privileges.

Investments Through Securities Dealers: Securities dealers may impose charges, limitations, minimums and restrictions in addition to or different from those applicable to shareholders who invest in the Fund directly. Accordingly, the net yield to investors who invest through securities dealers may be less than an investor would receive by investing in the Fund directly. Securities dealers may also set deadlines for receipt of orders that are earlier than the order deadline of the Fund due to processing or other reasons. An investor purchasing through securities dealers should read this Prospectus in conjunction with the materials provided by the securities dealers describing the procedures under which Fund shares may be purchased and redeemed through the securities dealers. For any questions concerning the purchase or redemption of Fund shares through a securities dealer, please call your securities dealer or the Fund (toll free) at 1-800-697-3863.

Certain qualified securities dealers may transmit an investor's purchase or redemption order to the Fund’s Transfer Agent after the close of regular trading on the NYSE on the Fund Business Day, on the day the order is received from the investor, as long as the investor has placed his order with the securities dealer by the close of regular trading on the NYSE on that day. The investor will then receive the net asset value of the Fund’s shares determined by the close of regular trading on the NYSE, on the day he placed his order with the qualified securities dealer. Orders received after such time will not result in execution until the following Fund Business Day. Securities dealers are responsible for instituting procedures to insure that purchase orders by their respective clients are processed expeditiously.

Frequent Trading

Tocqueville Trust discourages short-term or excessive trading (“frequent trading”) of its Funds’ shares by shareholders (including by means of exchanges) and maintains procedures reasonably designed to detect and deter such frequent trading. Frequent trading is sometimes referred to as market timing. Market timing may take many forms but commonly refers to arbitrage activity involving the frequent buying and selling of mutual fund shares in order to take advantage of the fact that there may be a lag between a change in the value of a mutual fund’s portfolio securities and the reflection of that change in the fund’s share price. Frequent trading may dilute the value of fund shares held by long-term shareholders. Frequent trading may also interfere with the efficient management of a fund’s portfolio, as it may result in a fund maintaining higher cash balances than it otherwise would or cause a fund to sell portfolio securities at a time it otherwise would not. Frequent trading may further result in increased portfolio transaction (or brokerage) costs, administrative and other operating costs and may cause a fund to realize taxable capital gains or harvest capital losses at a time that it otherwise would not. For these reasons, frequent trading poses the risk of lower returns for long-term shareholders of a Fund. There is no guarantee that policies and procedures will be effective in detecting and preventing frequent trading in whole or in part.

In addition, to the extent a Fund invests in foreign securities traded primarily on markets that close prior to the time the Fund determines its NAV, frequent trading by some shareholders may, in certain circumstances, dilute the value of Fund shares held by other shareholders. This may occur when an event that affects the value of the foreign security takes place after the close of the primary foreign market, but before the time that the Fund determines its NAV. Certain investors may seek to take advantage of the fact that there will be a delay in the adjustment of the market price for a security caused by this event until the foreign market reopens (referred to as price arbitrage). If this occurs, market timers who attempt this type of price arbitrage may dilute the value of a Fund’s shares to the extent they receive shares or proceeds based upon NAVs that have been calculated using the closing market prices for foreign securities, if those prices have not been adjusted to reflect a change in the fair value of the foreign securities. In an effort to prevent price arbitrage, the Trust has procedures designed to adjust closing market prices of foreign securities before a Fund calculates its NAV when it believes such an event has occurred. Prices are adjusted to reflect what the Fund believes are the fair values of these foreign securities at the time the Fund determines its NAV (called fair value pricing). Fair value pricing, however, involves judgments that are inherently subjective and inexact, since it is not possible to always be sure when an event will affect a market price and to what extent. As a result, there can be no assurance that fair value pricing will always eliminate the risk of price arbitrage. The risk of price arbitrage also exists with thinly-traded securities in the U.S., such as high yield bonds and some small cap equity securities. A Fund may employ fair value pricing to these types of securities if it determines that the last quoted market price no longer represents the fair value of the security.

Shareholders seeking to engage in frequent trading may deploy a variety of strategies to avoid detection and despite the efforts of the Funds, there is no guarantee that the Funds’ procedures will in fact be able to identify all frequent trading or that such activity can be completely eliminated. The ability of a Fund and its agents to detect and curtail frequent trading practices is limited by operational systems and technological limitations. For example, a significant portion of the assets in the Funds may be invested by financial intermediaries on behalf of their clients, often in omnibus accounts where individual shareholder investments are aggregated by the intermediary and a single account is opened with a Fund. Omnibus accounts are common among financial intermediaries and may be established for a variety of legitimate purposes, including promoting efficiency of account administration and the privacy of customer financial information. When a financial intermediary maintains an omnibus account with a Fund, the identity of the particular shareholders that make up the omnibus account is often not known to the Fund.

A Fund does not always know and cannot always reasonably detect frequent trading which may occur or be facilitated by financial intermediaries, particularly with regard to trading by shareholders in omnibus accounts. There may exist multiple tiers of omnibus accounts within a financial intermediary, which may further compound the difficulty to a Fund and its agents of detecting frequent trading in omnibus accounts. In addition, some financial intermediaries, particularly with respect to group retirement plans, do not have the ability to apply the Funds’ frequent trading policies and procedures to the underlying shareholders investing in the Funds, either because they do not have the systems capability to monitor such trades or they do not have access to relevant information concerning the underlying accounts. In these cases, the Funds will not be able to determine whether frequent trading by the underlying shareholders is occurring. Accordingly, the ability of the Funds to monitor and detect frequent trading through omnibus accounts is extremely limited, and there is no guarantee that the Funds will be able to identify shareholders who may be engaging in frequent trading through omnibus accounts or to curtail such trading. In seeking to identify and prevent frequent trading in omnibus accounts, the Funds will consider the information that is actually available to them at the time and attempt to identify suspicious trading patterns on the omnibus account level.

As indicated above under “How to Purchase Shares of the Funds,” the Funds reserve the right to refuse any purchase or exchange order for their shares for any reason, including transactions deemed by the Funds to represent frequent trading activity. The Trust may change its policies relating to frequent trading at any time without prior notice to shareholders.

Additional Shareholder Services

Systematic Withdrawal Plan: As another convenience, you may redeem your Fund through the Systematic Withdrawal Plan (“Plan”). Under the Plan, you may choose to receive a specified dollar amount, generated from the redemption of shares in your account, on a monthly, quarterly or annual basis. In order to participate in the Plan, your account balance must be at least $10,000 and each payment must be a minimum of $500. If you elect this method of redemption, the Fund will send a check to your address of record, or will send the payment via electronic funds transfer through the ACH network, directly to your bank account. For payment through the ACH network, your bank must be an ACH member and your bank account information must be maintained on your Fund account. This Program may be terminated at any time by the Fund. You may also elect to terminate your participation in this Plan at any time by contacting the Transfer Agent in writing or by telephone at least five days prior to the effective date.

A withdrawal under the Plan involves redemption of shares and may result in a gain or loss for federal income tax purposes. In addition, if the amount withdrawn exceeds the dividends credited to your account, the account ultimately may be depleted.

Exchange Privilege. Subject to certain conditions, you may exchange shares of a Fund for shares of another Fund of The Tocqueville Trust at that Fund’s then current net asset value. An exchange may be made only in states where shares of the Funds are qualified for sale. The dollar amount of the exchange must be at least equal to the minimum investment applicable to the shares of the Fund acquired through the exchange. Exchanges must be made between accounts having identical registrations and addresses. Exchanges may be authorized in writing, and if elected on the application, by telephone and via the internet.

Because frequent trading can hurt the Funds’ performance and shareholders, the Funds reserve the right to temporarily or permanently limit the number of exchanges you may make or to otherwise prohibit or restrict you from using the Exchange Privilege at any time, without notice. The restriction or termination of the Exchange Privilege does not affect the rights of shareholders to redeem shares. The Transfer Agent charges a $5 fee for each telephone exchange, which is currently paid by the Advisor.

An exchange of shares in a Fund pursuant to the Exchange Privilege is, in effect, redemption of shares in the Fund followed by the purchase of shares of the investment company into which the exchange is made and generally will result in a shareholder realizing a taxable gain or loss for federal income tax purposes.

Additional Redemption Information

Small Accounts. The Fund has the right to redeem an account that has dropped below $500 in value for a period of three months or more due to redemptions. You will be given at least 60 days prior written notice of any proposed redemption and you will be given the option to purchase additional shares to avoid the redemption.

Redemption Clearance. The proceeds from a redemption request may be delayed up to 15 calendar days if any portion of the shares to be redeemed represents a recent investment made by check or electronic funds transfer through the ACH network. U.S. Bancorp Fund Services, LLC, the Fund’s Transfer Agent, will charge a $25 fee against a shareholder’s account for any payment returned. The shareholder will also be responsible for any losses suffered by the Fund as a result. This delay can be avoided by purchasing shares by wire.

Exchange Limit. In order to limit expenses, or pursuant to the Funds’ frequent trading policies, we reserve the right to limit the total number of exchanges you can make in any calendar year.

Suspension of Redemptions. We may suspend the right of redemption or postpone the date at times when the NYSE is closed (other than customary weekend and holiday closings), during which trading on the NYSE is restricted or under certain emergency circumstances or for such other periods as determined by the SEC.

Verification of Identity. In accordance with applicable customer identification regulations, the Fund reserves the right to redeem the shares of any shareholder and close the shareholder’s account if the Fund and its agents are unable to verify the shareholder’s identity within a reasonable time after the shareholder’s account is opened. If the Fund closes a shareholder’s account in this manner, the shares will be valued in accordance with the net asset value next calculated after the Fund decides to close the account. The value of the shares at the time of redemption may be more or less than what the shareholder paid for such shares.

Dividend Policies

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

Any dividends and/or capital gains distributions will be automatically reinvested at the next determined NAV unless you elect otherwise. These reinvestments will not be subject to a sales charge. You may choose to have dividends and capital gains distributions paid to you in cash. Dividends and capital gains distributions generally will be taxable regardless of the manner in which you choose to receive them. If you elect to receive distributions and/or capital gains paid in cash, and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for six months, the Fund reserves the right to reinvest the distribution check in your account, at the Fund’s current net asset value, and to reinvest all subsequent distributions. You may authorize either of these options by calling the Transfer Agent at 1-800-697-3863. You may also submit a written request or an account option change form to change your distribution option to the Fund’s Transfer Agent at PO Box 701 Milwaukee, WI 53201-0701. Any changes should be received by the Transfer Agent at least five days before the record date in order for the change to be effective for that dividend or capital gains distribution.

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

Tax Matters

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

Qualification as a Regulated Investment Company. The Fund has elected and intends to continue to qualify to be taxed as a regulated investment company under Subchapter M of the Code. As a regulated investment company, the Fund will not be subject to federal income tax law if it distributes its income as required by the law and satisfies certain other requirements that are described in the SAI. If the Fund fails to qualify as a regulated investment company, it will be subject to tax as a regular corporation. There can be no assurance that the distributions of the Fund will eliminate all taxes in all periods at the Fund level.

Distributions to Shareholders. Distributions to shareholders may consist of ordinary income distributions, capital gain distributions and/or returns of capital. Some dividends received by individuals that consist of reported distributions from the Fund’s investment company taxable income may be eligible for the lower tax rates currently applicable to qualified dividends under federal income tax law, for which the maximum federal tax rate is 20 percent if derived from taxable U.S. corporations or certain foreign corporations and if certain holding periods and other conditions are met. Distributions from the Fund in particular may not qualify as dividends eligible for the preferential tax rate. Short-term capital gains and foreign currency gains derived from sales of securities by the Fund are taxed to shareholders as ordinary income. Capital gain distributions are distributions of the Fund’s net long-term capital gains derived from selling stocks within its portfolio that have satisfied the long-term holding period. Such capital gain distributions qualify for the reduced rate of tax on long-term capital gains for non-corporate holders regardless how long you have held your shares. Dividends and net capital gains generally are subject to the 3.8% federal tax on net investment income for shareholders in the higher income tax brackets. You will incur taxable income from distributions even if you have them automatically reinvested. A distribution declared in October, November or December to shareholders of record on a specified date in such a month but made in January will be treated for tax purposes as having been distributed on December 31 of the prior year. the Fund may make taxable distributions even during periods in which its share price has declined. State and local income taxes also may apply to distributions from the Fund.

Gain or Loss on Sale of Shares of the Fund. You will generally recognize a gain or loss when you sell your shares of the Fund. The gain or loss is the difference between the proceeds of the sale (generally the NAV of the Fund on the date of sale times the number of shares sold) and your adjusted tax basis. Any loss realized on a taxable sale of shares within six months from the date of their purchase will be treated as a long-term capital loss to the extent of any net capital gain distributions received with respect to the shares. If you sell shares of the Fund at a loss and repurchase shares of the same Fund within 30 days before or after the sale (a wash sale), a deduction for the loss is generally disallowed. If you hold your shares as a capital asset, you generally will be eligible for the tax treatment applicable to capital gains with respect to any gain on such sales of shares in the Fund. Generally, the current maximum federal income tax rate on long-term capital gains for non-corporate holders is 20 percent. State and local capital gains taxes also may apply.

Foreign Source Income and Withholding Taxes. Some of the Fund’s investment income may be subject to foreign income taxes, some of which may be withheld at the source. If the Fund qualifies and meets certain legal requirements

(generally holding more than 50 percent of its assets in foreign securities subject to exceptions for fund of funds structures), it may elect to pass-through to shareholders deductions or credits for foreign taxes paid. Shareholders may then claim a foreign tax credit or a foreign tax deduction for their share of foreign taxes paid. You should consult with your own tax advisor regarding the impact to you of foreign source income.

You should consult your own tax advisor concerning federal, state and local taxation of distributions from the Fund.

Investment Advisory Services and Portfolio Managers

Acquired Funds

Investment Advisor

Tocqueville Asset Management L.P. or TAM acts as the Acquired Funds’ investment advisor pursuant to advisory agreements with the Trust on behalf of each Fund (each, an “Advisory Agreement”). TAM, located at 40 West 57th Street, 19th Floor, New York, New York 10019, is registered with the Securities and Exchange Commission as an investment advisor. As of December 31, 2021, TAM provided supervisory and management services on approximately $9 billion in assets under management. Pursuant to the Advisory Agreement, TAM manages the investment and reinvestment of the Acquired Fund’s assets and administers the affairs of the Acquired Fund to the extent requested by the Board of Trustees.

Portfolio Manager

Paul Lambert has been the portfolio manager for The Tocqueville Opportunity Fund since 2019. Prior to joining Tocqueville in 2010, Mr. Lambert was an analyst with Key Bank within its Asset Acquiring Fund Recovery Group where he worked with distressed middle companies as they restructured their debt. Mr. Lambert received his A.A. from Dean College and a B.S. from Babson College. He also holds the CFA designation.

James Maxwell has been a co-portfolio manager of the Phoenix Fund since June 2016. Mr. Maxwell joined the Advisor in 2009. Prior to joining Tocqueville, Mr. Maxwell spent three years at Delafield Asset Management, a division of Reich & Tang Asset Management LLC, the Predecessor Delafield Fund’s investment advisor. Mr. Maxwell graduated Cum Laude with a double major in Finance and Economics from Northern Arizona University. Mr. Maxwell achieved his Chartered Financial Analyst designation in 2011.

Michael V. Sellecchia has been a co-portfolio manager of the Tocqueville Phoenix Fund since February 2021. Mr. Sellecchia joined the Advisor in 2009 and was a Research Analyst from September 2009 to January 2021. Prior to joining Tocqueville, he spent one year at Delafield Asset Management, a division of Reich & Tang Asset Management LLC. Earlier, he spent two years with a small private equity firm and one year with UBS doing equity research. Mr. Sellecchia received his B.A. in Economics from Boston College.

Acquiring Fund

Investment Advisor

Tocqueville Asset Management L.P. or TAM acts as the Acquiring Fund’s investment advisor pursuant to advisory agreements with the Trust on behalf of the Acquiring Fund (an “Advisory Agreement”). TAM, located at 40 West 57th Street, 19th Floor, New York, New York 10019, is registered with the Securities and Exchange Commission as an investment advisor. As of December 31, 2021, TAM provided supervisory and management services on approximately $9 billion in assets under management. Pursuant to the Advisory Agreement, TAM manages the investment and reinvestment of the Acquiring Fund’s assets and administers the affairs of the Acquiring Fund to the extent requested by the Board of Trustees.

Portfolio Managers

Robert W. Kleinschmidt will be the portfolio manager of the Acquiring Fund and will also be responsible for the refinement and implementation of the equity portfolio management process.

Robert W. Kleinschmidt has been the portfolio manager of the Tocqueville Fund since 1992. Mr. Kleinschmidt is the Chairman of the Board of Trustees and President of the Tocqueville Trust, Chief Executive Officer and Chief Investment Officer of Tocqueville Asset Management and a director of Tocqueville Management Corporation. He previously held executive positions at the investment management firm David J. Greene & Co. and Mr. Kleinschmidt has a BBA in accounting from the University of Wisconsin and an MA in economics from the University of Massachusetts.

Please refer to the SAI for additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and their ownership of Shares of the Acquiring Fund.

Additional Information About the Acquiring Fund’s Investment Strategies and Risks

Additional Information About Investment Strategies

Borrowing

The Fund, from time to time, may borrow from banks at prevailing interest rates as a temporary measure for extraordinary or emergency purposes. Any such borrowings will be consistent with the restrictions set out in this Prospectus and applicable 1940 Act rules and regulations.

Temporary Investments

When current market, economic, or political conditions are unsuitable for the Fund’s investment objective, or in other appropriate circumstances, the Fund may temporarily invest up to 100% of its assets in cash, cash equivalents or high quality short-term money market instruments. The result of employing this type of temporary defensive strategy is that the Fund may not achieve its investment objective.

Additional Investment Techniques

In addition to the techniques described above, the Fund may employ investment techniques that are not principal investment strategies of the Fund. The Fund may enter into repurchase agreements, invest in illiquid and restricted securities and invest in other investment companies. The Fund, may sell securities short “against the box”. The Fund may invest in futures and options on securities, indices and currencies and use such securities to hedge risk.

Each Fund’s investment objective and each of its other investment policies that are non-fundamental policies that may be changed by the Board without shareholder approval, except as noted in this Prospectus or the Statement of Additional Information (“SAI”) under the section entitled “Investment Policies and Restrictions -- Investment Restrictions.”

Other Risks

The following section provides information regarding certain other risks of investing in the Acquiring Fund.

Cybersecurity and Disaster Recovery Risks . Information and technology systems relied upon by the Fund, the Advisor, the Fund’s other service providers (including, but not limited to, the Fund Accountant, Custodian, Transfer Agent, Administrator, Distributor and any index providers), market makers, financial intermediaries and/or the issuers of securities in which the Fund invests may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons, security breaches, usage errors, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Advisor and the Fund’s other service providers have implemented measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, significant investment may be required to fix or replace them. The failure of these systems and/or of disaster recovery plans could cause significant interruptions in the operations of the Fund, the Advisor, the Fund’s other service providers, market makers, financial intermediaries and/or issuers of securities in which the Fund invests and may result in a failure to maintain the security, confidentiality or privacy of sensitive data, impact the Fund’s ability to calculate its net asset value or impede trading. Such a failure could also harm the reputation of the Fund, the Advisor, the Fund’s other service providers, market makers, financial intermediaries and/or issuers of securities in which the Fund invests, subject such entities and their respective affiliates to legal claims or otherwise affect their business and financial performance.

Exclusion from the Definition of a Commodity Pool Operator Risk . With respect to the Fund, the Advisor has claimed an exclusion from the definition of “commodity pool operator” (“CPO”) under the Commodity Exchange Act, as amended (“CEA”), and the rules of the Commodity Futures Trading Commission (“CFTC”) and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, the Advisor is relying upon a related exclusion from the definition of “commodity trading advisor” (“CTA”) under the CEA and the rules of the CFTC.

The terms of the CPO exclusion require the Fund, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options and swaps. Because the Advisor and the Fund intend to comply with the terms of the CPO exclusion, the Fund may, in the future, need to adjust its investment strategies, consistent with its investment objective(s), to limit its investments in these types of instruments. The Fund is not intended as vehicles for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Advisor’s reliance on these exclusions, or the Fund, its investment strategies or this Prospectus.

Operational Risk. The Fund is exposed to operational risk arising from a number of factors, including but not limited to human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund seeks to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate for those risks that they are intended to address.

Trustees and Officers

The Board of Trustees of Tocqueville Trust is comprised of one interested trustee, Robert W. Kleinschmidt; and three independent trustees, Charles F. Gauvin, James W. Gerard, and George Cooke.

The officers of Tocqueville Trust are disclosed in the Acquired Funds’ and Acquiring Fund’s SAIs, respectively, each of which is incorporated herein by reference and has been filed with the SEC.

Service Providers

TAM is the investment advisor to the Acquired Fund and Acquiring Fund. U.S. Bank Global Fund Services serves as fund accounting agent, administrator and transfer agent to the Acquired Fund and Acquiring Fund. U.S. Bank is the custodian for the Acquired Fund and the Acquiring Fund. Tocqueville Securities, L.P. is the distributor of the Acquired Fund and the Acquiring Fund.

FUND MANAGEMENT

The Advisor

Tocqueville Asset Management L.P. or TAM acts as both the Acquired Funds’ and Acquiring Fund’s investment advisor pursuant to advisory agreement with the Tocqueville Trust on behalf of each Fund (the “Advisory Agreement”). Pursuant to the Advisory Agreement, TAM manages the investment and reinvestment of the Funds’ assets and administers the affairs of the Funds to the extent requested by the Board of Trustees of Tocqueville Trust.

For the performance of its services under the investment advisory agreements, TAM receives a fee from each Fund, calculated daily and payable monthly, at an annual rate of: (1) for the Tocqueville Fund, 0.75% on the first $1 billion of the average daily net assets of the Tocqueville Fund, and 0.65% of the average daily net assets in excess of $1 billion; (2) for the Opportunity Fund, 0.75% on the first $500 million of the average daily net assets of the Opportunity Fund, and 0.65% of the average daily net assets in excess of $500 million; and (3) for The Phoenix Fund, 0.80% on the first $250 million of net assets of the Phoenix Fund; 0.75% on the next $250 million of net assets of the Phoenix Fund; 0.70% on the next $500 million of net assets of the Phoenix Fund; and 0.65% on all net assets of the Phoenix Fund over $1 billion. In addition, with respect to the Funds, the Advisor has contractually agreed to waive its management fees and/or reimburse expenses in order to ensure that each Fund’s total annual operating expenses do not exceed 1.25% of their average daily net assets (excluding taxes, interest expense, acquired fund fees and expenses, or extraordinary expenses such as litigation). These Expense Limitation Agreements will remain in effect until at least March 1, 2023, and may not be terminated by the Advisor before such time. For the fiscal year ended October 31, 2021, the Funds paid the Advisor advisory fees, as a percentage of each Fund’s average daily net assets, equal to: 0.66% for the Tocqueville Fund, 0.61% for the Opportunity Fund and 0.62% for The Phoenix Fund.

Approval of Advisory Agreement

The Fund’s annual report to shareholders for the period ended October 31, 2021, contained a discussion of the basis of the Board of Trustees’ determination regarding whether to continue the investment advisory agreement as described above.

Portfolio Manager

The Funds’ Statement of Additional Information provides additional information about the Portfolio Manager’s compensation, other accounts managed, and ownership of Shares.

INFORMATION RELATING TO THE REORGANIZATION

Description of the Reorganization

The Plan provides that the Acquired Fund will transfer all of its assets and liabilities to the Acquiring Fund. In exchange for the transfer of these assets and liabilities, the Acquiring Fund will issue shares to the Acquired Fund in an amount equal in value to the net asset value of the Acquired Fund’s shares. Shares of the Acquiring Fund are shares of beneficial interest without par value in the Acquiring Fund under its Agreement and Declaration of Trust and By-Laws. Under the Agreement and Declaration of Trust and By-Laws, Tocqueville Trust may issue an indefinite number of shares of beneficial interest of the Acquiring Fund. Each share of the Acquiring Fund represents an equal proportionate interest with other shares of the Acquiring Fund. Each share has equal earnings, assets, and voting privileges, and is entitled to dividends and other distributions out of the income earned and gain realized on the assets belonging to the Acquiring Fund as authorized by the Board of Trustees. Shares of the Acquiring Fund entitle their holders to one vote per full share and fractional votes for fractional shares, if any, held.] Shares of the Acquiring Fund received by each shareholder of the Acquired Fund in the Reorganization will be issued at NAV, will be fully paid and non-assessable. Shares have no subscription or preemptive rights. In the event of a liquidation or dissolution of Tocqueville Trust or the Acquiring Fund, shareholders of the Acquiring Fund are entitled to receive the assets available for distribution belonging to those shares of the Acquiring Fund, and a proportionate distribution, based upon the relative asset values of the respective funds, of any general assets, if any, not belonging to any particular fund which are available for distribution.

Immediately after the transfer of each Acquired Fund’s assets and liabilities, each Acquired Fund will make a liquidating distribution pro rata to its shareholders of record of all the Acquiring Fund shares received, so that a holder of shares in each Acquired Fund at the Closing Date of the Reorganization will receive full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the aggregate net assets of the shares of the Acquired Fund immediately after the Reorganization. Such distribution will be accomplished by the transfer of the Acquiring Fund’s shares credited to the account of the Acquired Fund on the books of the Acquiring Fund’s transfer agent. Each account will represent the respective pro rata number of shares of the Acquiring Fund’s shares due to the shareholders of the Acquired Fund. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund.

The Acquiring Fund does not currently issue certificates to shareholders. Each Acquired Fund’s shareholders will have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund with respect to shares held on the Closing Date. No shares of the Acquiring Fund to be issued will have preemptive or conversion rights. The Acquired Fund will then be liquidated and terminated.

The Plan contains customary representations, warranties and conditions designed to ensure that the Reorganization is fair to both parties. The Plan provides that the consummation of the Reorganization is contingent upon, among other things: (i) approval of the Plan by the shareholders of the applicable Acquired Fund; and (ii) the receipt by Tocqueville Trust of a tax opinion to the effect that the Reorganization will be tax-free to the applicable Acquired Fund and its shareholders. The Plan may be terminated at any time prior to the Closing Date of the Reorganization by mutual consent of the Boards of Trustees of Tocqueville Trust. The Board of Trustees of Tocqueville Trust may terminate the Plan if it determines that the consummation of the transactions contemplated by the Plan are not in the best interest of the Acquired Fund’s shareholders.

If shareholders of the Acquired Funds approve the proposed Reorganization, it will have the effect of approving an investment advisory agreement between the Acquiring Fund and TAM on behalf of the Acquiring Fund. If shareholders of an Acquired Fund do not vote to approve the Reorganization, however, the Trustees of Tocqueville Trust may consider possible alternative arrangements in the best interests of the Acquired Fund and its shareholders. If the Reorganization is not approved by either one or both of the Acquired Funds, the Board of Trustees will consider, at that time, other reorganizations, liquidations of the Funds or continuing to operate the Funds as standalones.

Costs of Reorganization

The Acquired Fund and the Acquiring Fund will not pay any costs related to the Reorganization. The costs of proxy solicitation; proxy printing, postage and processing; legal review and preparation by legal counsel to Tocqueville Trust of documents related to the Reorganization; fund start-up costs; conversion fees; the cost of preparing the Plan and the proxy statement on Form N-14, including the delivery of a tax opinion by legal counsel to Tocqueville Trust and any other Reorganization costs will be borne by TAM, whether or not the Reorganization is consummated. The estimated costs of the Reorganization is $211,500. The turnover of the portfolio securities of the Acquired Funds should be de minimis and thus the brokerage commissions, if any, should be de minimis, while tax consequences to shareholders should be minimal or none at all.

Federal Income Taxes

The combination of the Acquired Fund and the Acquiring Fund in the Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code. If so, the Acquired Fund and its shareholders will not recognize gain or loss as a result of the Reorganization. The tax basis of Acquiring Fund shares received will be the same as the basis of the Acquired Fund shares exchanged and the holding period of the Acquiring Fund shares received will include the holding period of the Acquired Fund shares exchanged, provided that the shares exchanged were held as capital assets at the time of the Reorganization. No tax ruling from the Internal Revenue Service regarding the Reorganization has been requested. The opinion of counsel is not binding on the Internal Revenue Service and does not preclude the Internal Revenue Service from adopting a contrary position. Nevertheless, the sale of securities by the Acquired Fund prior to the Reorganization could result in taxable capital gains distribution prior to the Reorganization. Shareholders should consult their own tax advisors concerning the potential tax consequences of the Reorganization to them, including foreign, state and local tax consequences. As of October 31, 2021, the Acquired Fund had available for tax purposes un-expiring unused capital loss carryforwards as follows:


Fund	Short-Term	Long-Term
Opportunity Fund	$0	$0
Phoenix Fund	$0	$0

Capitalization

The following table sets forth, as of September 19, 2022: (i) the unaudited capitalization of each Acquired Fund and the Acquiring Fund; and (ii) the unaudited pro-forma combined capitalization of the Acquiring Fund assuming the Reorganization has been approved and both Acquired Funds have merged into the Acquiring Fund. The pro forma capitalization information is for informational purposes only. Because completion of the Reorganization is not dependent upon the Acquiring Fund acquiring both the Opportunity Fund and the Phoenix Fund, there are combinations and outcomes of the Reorganization in addition to those presented in the table below, and the table is not comprehensive in illustrating all potential outcomes. If the Reorganization is consummated, the capitalizations are likely to be different on the Closing Date as a result of daily share purchase and redemption activity in the Acquired Fund and changes in NAV.

Tocqueville Fund Reorganization


	Opportunity Fund Shares	Phoenix Fund Shares	Acquiring Fund Shares	Adjustments	Pro Forma Acquiring Fund Shares
Net Assets	$59,420,207	$130,742,249	$257,772,732	$0	$447,935,188
Shares Outstanding	2,142,268	6,657,390	6,564,562	(3,956,891)	11,407,329
Net Asset Value per Share	$27.74	$19.64	$39.27	$0.00	$39.27

Reasons for the Reorganization

At meetings held on August 2, 2022, the Board of Tocqueville Trust approved the proposed Reorganization. In connection with this meeting, representatives of TAM informed the Board that the primary purpose of the Reorganization is to move the investment portfolio and shareholders presently associated with the Acquired Fund to the Acquiring Fund. TAM further explained that the Reorganization is being proposed for the following reasons: (i) Shareholders of each Acquired Fund will not experience any increase in their fund expenses following the Reorganization; (ii) the Acquiring Fund’s investment strategy may create (a) greater income, under current market conditions, (b) greater income growth potential over time and (c) greater capital appreciation for the Funds’ shareholders; (iii) TAM will bear the expenses of the Reorganization so that no Fund will incur any direct or indirect expense as a result of the Reorganization; (iv) the turnover of the portfolio securities of the Acquired Funds should be de minimis and thus the brokerage commissions, if any, should be de minimis, while tax consequences to shareholders should be minimal or none at all; and (v) the service providers and their services currently provided to each of the Acquired Funds and its shareholders will be the same. The Board anticipates that the Reorganization will create a larger asset base in the Acquiring Fund which will create greater economies of scale. If efficiencies and benefits from economies of scale are realized, such efficiencies and economies of scale will be shared with shareholders In addition, since the investment strategies of the Funds are substantially similar, combining the investment portfolios into one fund will concentrate sales and marketing of the reorganized Fund, which will create greater opportunity for the reorganized Fund and its shareholders.

TAM and the Board of Tocqueville Trust reviewed, detailed information about the proposed Reorganization including, among other things: (i) the specific terms of the Reorganization, including information regarding comparative advisory

fees and net expense ratios; (ii) the proposed plans for ongoing management, distribution and operation of each of the Acquired Funds and the Acquiring Fund; and (iii) the impact of the Reorganization on each of the Acquired Funds and its shareholders. The Board also considered that a single fund may provide a potential benefit to the Advisor in addition to the financial benefits to the Shareholders of the Funds.

Before approving the Plan, the Board of Trustees of the Tocqueville Trust examined all factors that it considered relevant in its evaluation of the Reorganization, including the following:

The Terms and Conditions of the Reorganization. The Board considered the terms of the Plan, and, in particular, that the transfer of the assets of each of the Acquired Funds will be in exchange for shares of the Acquiring Fund and the Acquiring Fund’s assumption of all liabilities of each of the Acquired Funds. The Board also took note of the fact that no commission or other transactional fees would be imposed in connection with the Reorganization.

Shareholder Approval. The Board noted that the Reorganization would be submitted to each of the Acquired Fund’s shareholders for approval and that the Reorganization would not be consummated unless such approval is obtained.

Investment Objective and Strategies Similar in Value and Substantially Similar Limitations. The Board considered that the investment objective and investment strategies of the Acquiring Fund is similar in value to those of each of the Acquired Funds. The Board noted that the investment limitations of the Acquiring Fund are substantially similar to those of each of the Acquired Funds.

Expected Substantially Similar Expense Ratios. The Board reviewed information regarding the net expense ratios of each of the Acquired Funds and the Acquiring Fund, which stated that those ratios will be substantially the same for the Acquiring Fund.

Upon review of the anticipated advisory fees of the Acquiring Fund, the Board concluded that the Acquiring Fund will have substantially the same net expense ratio as each of the Acquired Funds.

Expenses Relating to Reorganization. The Board considered that the shareholders of each of the Acquired Funds will not incur any expenses in connection with the Reorganization. The Board considered that TAM and/or its affiliates will bear all expenses relating to the Reorganization, including expenses related to the Special Meeting and the use of a proxy solicitation firm and the solicitation of proxies, preparing and filing the registration statement that includes this Joint Proxy Statement/Prospectus, and the cost of copying, printing and mailing proxy materials

Tax Consequences. The Board considered that the Reorganization is expected to be free from adverse federal income tax consequences to the Funds and that shareholders of each of the Acquired Funds are not expected to recognize any gain or loss upon receipt of shares of the Acquiring Fund in connection with the Reorganization.

Based on the foregoing considerations, the Board of Trustees of the Tocqueville Trust determined that the Reorganization is in the best interests of each of the Acquired Fund’s shareholders and that the interests of shareholders of each of the Acquired Funds will not be diluted as a result of the Reorganization. The Board’s determination was made on the basis of the business judgment of each Trustee after consideration of all of the factors taken as a whole. On the basis of the information provided to the Board and its evaluation of that information, the Board recommends that the shareholders of each of the Acquired Funds vote “For” this proposal to approve the Reorganization.

SHAREHOLDER RIGHTS AND LIABILITIES

General Shareholder Rights

General. Both the Acquired Funds and Acquiring Funds are series of Tocqueville Trust. Tocqueville Trust is an open-end management investment company that was established as a business trust under Massachusetts law by an Agreement and Declaration of Trust and Certificate of Trust, as each may be amended from time to time. Tocqueville Trust is further governed by its By-Laws and by Massachusetts trust law.

Shares. Tocqueville Trust is authorized to issue an unlimited number of shares of beneficial interest, without par value, from an unlimited number of series of shares. The shares of each Tocqueville Trust have no preference as to conversion, exchange, dividends, retirement or other features, and have no preemptive rights.

Voting Requirements. All shares of Tocqueville Trust entitled to vote on a matter shall vote on the matter, separately by series subject to: (1) where the 1940 Act requires all shares of Tocqueville Trust to be voted in the aggregate without differentiation between the separate series of the Tocqueville Trust then all of Tocqueville Trust’s shall vote in the aggregate; and (2) if any matter affects only the interests of some but not all series, then only the shareholders of such affected series shall be entitled to vote on the matter. Shareholders of the shares issued by each of the Acquired Funds will vote at the Meeting for each proposal submitted to the shareholders of each of the Acquired Funds. Each holder of a whole or fractional share shall be entitled to one vote for each whole share held and a fractional vote for each fractional share held in such shareholder’s name.

Shareholder Meetings. Annual meetings of shareholders will not be held, but special meetings of shareholders may be held under certain circumstances. Meetings of the shareholders may be held within or outside the State of Massachusetts. Meetings of the shareholders of Tocqueville Trust or a series of Tocqueville Trust may be called by the Board of Trustees for any purpose required under the 1940 Act or for any purpose the Trustees deem advisable. For Tocqueville Trust, a meeting of shareholders for the purpose of electing or removing one or more Trustees may be called (i) by the request of a majority of the Trustees then in office, or (ii) upon the demand of shareholders owning 10% or more of the shares of the Trust in the aggregate, provided that the shareholders shall state the purpose and pay the reasonably estimated costs of notice.

Election and Term of Trustees

The number of Trustees constituting the Board of Trustees may be fixed from time to time by a written instrument signed, or by resolution approved at a duly constituted meeting, by a majority of the Board of Trustees, provided, however, that the number of Trustees shall in no event be less than three nor more than fifteen. The Board of Trustees, by action of a majority of the Trustees at a duly constituted meeting, may fill vacancies in the Board of Trustees, or, by written instrument signed by two-thirds of the Trustees in office prior to the action, remove any Trustee with or without cause. The shareholders may elect Trustees, including filling any vacancies in the Board of Trustees, at any meeting of shareholders called by the Board of Trustees for that purpose. Any Trustee may also be removed at any meeting of shareholders by a vote of two thirds of the shares of the Trust issued and outstanding.

Shareholder Liability

Pursuant to Tocqueville Trust’s Agreements and Declarations of Trust, shareholders of series of Tocqueville Trust are not personally liable for the acts, omissions or obligations of Tocqueville Trust or the Trustees of Tocqueville Trust.

Liability of Trustees

To the fullest extent that limitations on the liability of Trustees and officers are permitted by Massachusetts law, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of Tocqueville Trust; any investment advisor or principal underwriter of Tocqueville Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. Tocqueville Trust, out of its property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of Tocqueville Trust. Nothing in Tocqueville Trust’s organizational documents operates to indemnify, hold harmless or protect any officer or Trustee from or against any liability to Tocqueville Trust or any shareholder to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

Approval Requirements Relating to the Reorganization

A majority of the Tocqueville Trust’s Board of Trustees may cause Tocqueville Trust to sell, convey and transfer all or substantially all of the assets of Tocqueville Trust, or all or substantially all of the assets associated with any one or more series, to another trust, business trust, or entity organized under the laws of any state, or to one or more separate series thereof, or to Tocqueville Trust to be held as assets associated with one or more other series of the trust, in exchange for cash, shares or other securities with such transfer either (a) being made subject to, or with the assumption by the transferee of, the liabilities associated with each series the assets of which are so transferred, or (b) not being made subject to, or not with the assumption of, such liabilities; provided, however, that, if required by the 1940 Act, no assets associated with any particular series shall be so sold, conveyed or transferred unless the terms of such transaction shall first have been approved at a meeting called for that purpose by the vote of a majority of the outstanding voting securities, as such phrase is defined in the 1940 Act, of that series, if required by the 1940 Act.

The foregoing is only a summary of certain rights of shareholders of each of the Acquired Funds and the Acquiring Fund under their respective Trust’s governing charter documents and by-laws, state law, and the 1940 Act, and is not a complete description of provisions contained in those sources. Shareholders should refer directly to the provisions of state law, the 1940 Act and rules thereunder for a more thorough description.

We do not believe there are any material differences in shareholder rights between the Acquired Funds and the Acquiring Fund.

TAXES

Please consult your tax advisor regarding your specific questions about federal, state and local income taxes. Below is a summary of some important tax issues that affect the Funds and their shareholders. This summary is based on current tax laws, which may change. This summary is not applicable to the tax consequences of the Reorganization. The tax-free nature of the Reorganization is discussed above under INFORMATION RELATING TO THE REORGANIZATION – Federal Income Taxes.

Each Fund has qualified, or intends to qualify, to be treated as a RIC under the Code. To remain qualified as a RIC, the Fund must distribute 90% of its taxable and tax-exempt income and diversify its holdings as required by the 1940 Act and the Code. While so qualified, so long as the Fund distributes all of its net investment company taxable and tax-exempt income and any net realized capital gains to the shareholders, it is expected that the Fund will not be required to pay any federal income taxes on the amounts distributed to shareholders.

Each Fund will distribute substantially all of its net investment income and short term capital gains monthly and its net realized capital gains, if any, at least annually. The dividends and distributions that shareholders receive may be subject to federal, state and local taxation, depending upon your tax situation. Distributions received from the Fund may be taxable whether or not shareholders reinvest them.

Income and short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund shares. To the extent that underlying income of the Fund consists of qualified dividend income, income distributions received by individual shareholders of the Fund may be subject to federal income tax at the individual shareholder’s applicable tax rate for long-term capital gains. To the extent that income distributions received by corporate shareholders of the Fund consist of dividends, the corporate shareholders may qualify for a dividends received deduction. Long-term capital gains distributed to you are taxable as long-term capital gains for federal income tax purposes regardless of how long you have held your Fund shares.

Currently, an additional 3.8% federal tax generally is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that any such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

Shareholders with tax-advantaged or other retirement accounts generally will not be subject to federal taxation on income and capital gain distributions until distributions from the retirement account are received. Shareholders should consult their tax advisor regarding the rules governing their own retirement plan.

INFORMATION ABOUT THE ACQUIRED FUNDS AND ACQUIRING FUND

Information concerning the operation and management of the Acquiring Fund can be found in the Acquiring Fund’s Prospectus. Additional information about the Acquiring Fund is included in the Statement of Additional Information for Tocqueville Trust, which will be available at www.tocquevillefunds.com.

For a detailed discussion of the investment objectives, policies, risks and restrictions of the Acquired Funds, see Prospectus and Statement of Additional Information (dated February 28, 2022, and as supplemented from time to time), all of which have been filed with the SEC. Copies of the Prospectus and Statement of Additional Information for the Acquired Funds are available upon request and without charge by calling toll-free 1-800-697-3863, by visiting http://www.tocquevillefunds.com or www.sec.gov. Both the Prospectus and Statement of Additional Information for the Acquired Funds are incorporated into this Joint Proxy Statement/Prospectus by reference.

Tocqueville Trust is subject to certain information requirements of the Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith, and file reports and other information, including proxy materials and charter documents, with the SEC. Reports, proxy statements, registration statements and other information filed by Tocqueville Trust and

other information are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of the information may be obtained, after paying a duplicating fee at prescribed rates, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549.

Financial Statements. The financial statements of the Acquired Funds for the fiscal year October 31, 2021, have been audited by Cohen & Company, Ltd., located at 342 North Water Street, Suite 830, Milwaukee, WI 53202, its independent registered public accounting firm, and are contained in the Annual Report to shareholders. The audited financial statements of the Acquired Funds for the annual period ended October 31, 2021, are contained in the Annual Report to shareholders. Tocqueville Trust will furnish, without charge, a copy of the Annual Report and the Semi-Annual Report upon request. Requests should be made by calling toll-free 1-800-697-3863, or by visiting http://www.tocquevillefunds.com . These Reports for the Acquired Funds also are available on the SEC’s website at www.sec.gov and are incorporated into this Joint Proxy Statement/Prospectus by reference.

The Financial Highlights relating to the Acquired Funds contained in the Annual Report for the fiscal year ended October 31, 2021 and six-month period ended April 30, 2022 are attached as Exhibit C.

VOTING MATTERS

General Information

This Joint Proxy Statement/Prospectus is being furnished in connection with the solicitation of proxies by the Board of Trustees of The Tocqueville Trust in connection with the Special Meeting to be held on November 15, 2022, at 10:00 a.m. Eastern time virtually, and at any adjournment thereof. This Joint Proxy Statement/Prospectus, along with a Notice of the Special Meeting and a proxy card, is first being mailed to shareholders of each of the Acquired Funds on or about October 21, 2022. It is expected that the solicitation of proxies will be by mail.

The Board of Trustees of Tocqueville Trust has fixed the close of business on September 19, 2022, as the record date (the “Record Date”) for determining the shareholders of each of the Acquired Funds entitled to receive notice of the Special Meeting and to vote, and for determining the number of shares that may be voted, with respect to the Special Meeting or any adjournment thereof.

Voting Rights and Required Vote

Each shareholder of the Acquired Fund is entitled to one vote for each full share held and fractional votes for fractional shares, if any. A majority of the outstanding shares of each of the Acquired Funds entitled to vote at the Special Meeting, present in person or by proxy, shall constitute a quorum. Any lesser number shall be sufficient for adjournments. The Reorganization can be approved only by the affirmative “vote of a majority of the outstanding voting securities” of each of the Acquired Funds, as such phrase is defined in the 1940 Act. Assuming a quorum is present at the meeting, the “vote of a majority of the outstanding voting securities” means: the affirmative vote of the lesser of (i) 67% or more of the outstanding voting securities present at the meeting if more than 50% of the outstanding voting securities are present in person or by proxy or (ii) more than 50% of the outstanding voting securities. Approval of the proposal to adjourn the special meeting to solicit additional proxies if there are insufficient votes at the time of the adjournment to approve the Reorganization, requires a majority of the votes properly cast upon the question of adjournment, whether or not a quorum is present. Shareholders of each of the Acquired Funds will vote at the Meeting for each proposal submitted to the shareholders of each of the Acquired Funds. Each holder of a whole or fractional share shall be entitled to one vote for each whole share held and a fractional vote for each fractional share held in such shareholder's name.

If you wish to participate in the Special Meeting, you may submit the proxy card included with this Joint Proxy Statement/Prospectus, or attend in person. (Guidelines on voting by proxy card are disclosed immediately after the Notice of Special Meeting.)

Telephone Touch-Tone Voting. Shareholders may provide their voting instructions through telephone touch-tone voting by following the instructions on the enclosed proxy card(s). Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call.

Internet Voting. Shareholders may provide their voting instructions through Internet voting by following the instructions on the enclosed proxy card(s). Shareholders who vote via the Internet, in addition to confirming their voting instructions prior to submission and terminating their Internet link, will, upon request, receive an e-mail confirming their voting instructions. If a shareholder wishes to participate in the Special Meeting but does not wish to give a proxy by telephone or via the Internet, the shareholder may still submit the proxy card(s) originally sent with the Proxy Statement/Prospectus in the postage paid envelope provided, or attend the Special Meeting in person. Shareholders requiring additional

information regarding the proxy or replacement proxy card(s), may contact Broadridge Financial Solutions, Inc. at 1-800-697-3863. Any proxy given by a shareholder is revocable until voted at the Special Meeting.

If the enclosed proxy is properly executed and returned in time to be voted at the Special Meeting, the proxies named therein will vote the shares of beneficial interest represented by the proxy in accordance with the instructions marked on the returned proxy. Proxies that are properly executed and returned but are not marked with voting instructions will be voted FOR each proposed Reorganization and FOR any other matters deemed appropriate. It is not anticipated that any matters other than the approval of the Reorganization will be brought before the Special Meeting. Should other business properly be brought before the Special Meeting, it is intended that the accompanying proxies will be voted in accordance with the judgment of the persons named as such proxies.

Proxies may be revoked by executing and delivering a later-dated signed proxy to the Secretary of Tocqueville Trust at the address set forth on the cover page of this Joint Proxy Statement/Prospectus, or by attending the Special Meeting in person and voting your shares. Unless revoked, all valid proxies will be voted in accordance with the specifications thereon.

Abstentions and “broker non-votes” (i.e. shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be treated as present for purposes of determining a quorum. In addition, under the rules of the New York Stock Exchange, if a broker has not received instructions from beneficial owners or persons entitled to vote and the proposal to be voted upon may “affect substantially” a shareholder’s rights or privileges, the broker may not vote the shares as to that proposal even if it has discretionary voting power. As a result, these shares also will be treated as broker non-votes for purposes of proposals that may “affect substantially” a shareholder’s rights or privileges (but will not be treated as broker non-votes for other proposals, including adjournment of the Special Meeting). Abstentions and broker non-votes will be treated as shares voted against a proposal. Treating broker non-votes as votes against a proposal can have the effect of causing shareholders who choose not to participate in the proxy vote to prevail over shareholders who cast votes or provide voting instructions to their brokers or nominees.

If shareholders of an Acquired Fund do not vote to approve the Reorganization, the Trustees of Tocqueville Trust may consider possible alternative arrangements in the best interests of each of the Acquired Funds and its Shareholders, including liquidation of each of the Acquired Funds. If sufficient votes in favor of the Reorganization are not received by the time scheduled for the Special Meeting, the persons named as proxies or any officer present entitled to preside or act as Secretary of such meeting, may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. In determining whether to adjourn the Special Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. Any adjournment will require an affirmative vote of a majority of those shares represented at the Special Meeting, whether or not a quorum is present, in person or by proxy. The persons named as proxies will vote upon such adjournment after consideration of all circumstances that may bear upon a decision to adjourn the Special Meeting. Any business that might have been transacted at the Special Meeting originally called may be transacted at any such adjourned meeting at which a quorum is present.

A shareholder of an Acquired Fund who objects to the Reorganization will not be entitled under either Massachusetts law or the Declaration of Trust of Tocqueville Trust to demand payment for, or an appraisal of, his or her shares. However, shareholders should be aware that the Reorganization as proposed is not expected to result in recognition of gain or loss to shareholders for federal income tax purposes. If the Reorganization is consummated, shareholders will be free to redeem the shares of the Acquiring Fund that they receive in the transaction at their then-current net asset value. Shares of each of the Acquired Funds may be redeemed at any time prior to the consummation of the Reorganization. Shareholders of each of the Acquired Funds may wish to consult their tax advisors as to any different consequences of redeeming their shares prior to the Reorganization or exchanging such shares in the Reorganization.

Tocqueville Trust does not hold annual shareholder meetings. If the Reorganization is not approved, shareholders wishing to submit proposals to be considered for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of Tocqueville Trust at the address set forth on the cover of this Joint Proxy Statement/Prospectus so that they will be received by Tocqueville Trust in a reasonable period of time prior to that meeting.


NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES Please advise Tocqueville Trust whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of this Joint Proxy Statement/Prospectus needed to supply copies to the beneficial owners of the respective shares.

Record Date and Outstanding Shares

Only shareholders of record of each of the Acquired Funds at the close of business on September 19, 2022, (the “Record Date”) are entitled to notice of and to vote at the Special Meeting and any postponement or adjournment thereof. Shareholders will be entitled to cast one vote for each full share and a fractional vote for each fractional share, if any, of each of the Acquired Funds that they hold as of the Record Date. At the close of business on the Record Date, there were 2,142,268 and 6,657,390 shares outstanding and entitled to vote of the Opportunity Fund and the Phoenix Fund respectively.

The votes of the shareholders of the Acquiring Fund are not being solicited, because their approval or consent is not necessary for the approval of the Reorganization. At the close of business on the Record Date, there were 6,564,562 shares outstanding of the Acquiring Fund.

Security Ownership of Certain Beneficial Owners and Management

As of the Record Date, the officers and Trustees of Tocqueville Trust, as a group, beneficially owned 5.36% and 1.44% of the outstanding shares of the Opportunity Fund and Phoenix Fund respectively.

As of the Record Date, the shareholders listed below owned of record or beneficially 5% or more of each of the Fund’s Investor Class shares:


The Tocqueville Opportunity Fund
Name and Address	% Ownership	Type of Ownership
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	58.39%	Record

Charles Schwab & Co., Inc. Attn: Mutual Funds 211 Main Street San Francisco, CA 94105-1905	11.11%	Record

Mid Atlantic Trust Company FBO Tocqueville Management Corporation 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222-4228	7.42%	Record

National Financial Services Corp. FBO Exclusive Benefit of Our Customers 499 Washington Boulevard, Floor 5 Jersey City, NJ 07310-2010	6.19%	Record


The Tocqueville Phoenix Fund
Name and Address	% Ownership	Type of Ownership
National Financial Services Corp. FBO Exclusive Benefit of Our Customers 499 Washington Boulevard, Floor 5 Jersey City, NJ 07310-2010	14.06%	Record

Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	13.57%	Record

Charles Schwab & Co., Inc. Special Custody A/C FBO Customers 211 Main Street San Francisco, CA 94105-1905	8.29%	Record

Morgan Stanley Smith Barney LLC FBO Exclusive Benefit of Our Customers 1 New York Plaza, Floor 12 New York, NY 10004-1965	6.02%	Record

State Street Bank TTEE Cust FBO ADP Access Product 1 Lincoln Street Boston, MA 02111-2901	5.42%	Record

As of the Record Date, the Acquiring Fund had no shares outstanding.

Copies of Fund Information

To avoid sending duplicate copies of materials to certain households, an Acquired Fund may mail only one copy of each report or this Joint Proxy Statement/Prospectus to shareholders having the same last name and address on such Acquired Fund’s records. The consolidation of these mailings reduces mailing expenses.

OTHER BUSINESS

The Board of Trustees of Tocqueville Trust knows of no other business to be brought before the Special Meeting. However, if any other matters come before the Special Meeting, it is the intention that proxies that do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be addressed to Tocqueville Trust at the address above and by calling 1-800-697-3864.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET. INFORMATION ON THE VARIOUS MANNERS OF VOTING ARE SET FORTH IN THE ENCLOSED PROXY.

By Order of the Board of Trustees,

/s/ Cleo Kotis

Cleo Kotis

Secretary

The Tocqueville Trust


THE TOCQUEVILLE TRUST C/O U.S. BANK GLOBAL FUND SERVICES P.O. BOX 701 MILWAUKEE, Wisconsin 53201-0701			SCAN TO
			VIE MATERIALS & VOTE

			THREE EASY WAYS TO VOTE YOUR PROXY
			To vote by Internet
			1) Read the Joint Proxy Statement and Prospectus and have the proxy card below at hand.
			2) Go to the website www.proxyvote.com or scan the QR Barcode above
			3) Follow the instructions provided on the website

			To vote by Telephone
			1) Read the Joint Proxy Statement and Prospectus and have the proxy card below at hand.
			2) Call 1-800-690-6903
			3) Follow the instructions.

			To vote by Mail
			1) Read the Joint Proxy Statement and Prospectus.
			2) Check the appropriate boxes on the proxy card below.
			3) Sign and date the proxy card.
			4) Return the proxy card in the enclosed postage paid envelope provided.

			If you are NOT voting by Telephone or Internet, Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.






TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	D90597-S52466	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY




	For	Against	Abstain
1. To approve the Plan with respect to the Acquired Fund, which provides for: (i) the transfer of all of the assets and liabilities of the Acquired Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund; and (ii) the distribution of shares of the Acquiring Fund so received to shareholders of the Acquired Fund.

2. If necessary, to adjourn or postpone the Meeting to permit further solicitation of proxies in the event that a quorum exists but there are not sufficient votes at the time of the Meeting to approve a Proposal.



Those present and the appointed proxies also will transact such other business, if any, as may properly come before the Special Meeting or any adjournments or postponements thereof.



Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope


Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. By signing this proxy card, receipt of the accompanying Notice of Special Meeting of Shareholders and Joint Proxy Statement and Prospectus is acknowledged.


____________________________________________ ____________________________________________
Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date









Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be Held on November 15, 2022, or any adjournment or postponement thereof.
The attached Joint Proxy Statement and Prospectus (the "Joint Proxy Statement and Prospectus") are available on the internet at www.proxyvote.com.







THE TOCQUEVILLE OPPORTUNITY FUND
AND
THE TOCQUEVILLE PHOENIX FUND


The undersigned shareholder of The Tocqueville Opportunity Fund or The Tocqueville Phoenix Fund (each a "Fund" and together the "Funds"), each a series of The Tocqueville Trust (the "Trust"), hereby appoints Jeffrey Zatkowsky and Cleo Kotis and each of them, the attorneys and proxies of the undersigned, with power of substitution, to vote, as indicated herein, all of the shares of common stock of the Fund standing in the name of the undersigned at the close of business on September 19, 2022, at a Special Meeting of Shareholders to be held at the office of The Tocqueville Trust, 40 West 57th Street, 19th Floor, New York, NY 10019, November 15, 2022 at 10:00 a.m. Eastern Time, and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals, as more fully described in the Joint Proxy Statement and Prospectus for the meeting.

THIS PROXY IS SOLICITED BY THE TRUST'S BOARD OF TRUSTEES AND WILL BE VOTED FOR THE PROPOSALS SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.




PLEASE SIGN AND DATE ON THE REVERSE SIDE

EXHIBIT A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION FOR

THE TOCQUEVILLE OPPORTUNITY FUND

This Agreement and Plan of Reorganization (“Agreement”) is made as of [...], 2022, by and between The Tocqueville Opportunity Fund and The Tocqueville Fund (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”).

This Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). The reorganization will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for shares of common stock, par value $[...] per share, of the Acquiring Fund (the “Acquiring Fund Shares”), the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund and the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund and the liquidation and dissolution of the Acquired Fund, all upon the terms and conditions hereinafter set forth in this Agreement (the “Reorganization”).

WHEREAS, the Acquired Fund is an open-end management investment company, and the Acquiring Fund is an open-end management investment company, and the Acquired Fund owns securities which are assets of the character in which the Acquiring Fund is permitted to invest;

WHEREAS, both the Acquired Fund and the Acquiring Fund are authorized to issue shares of their common stock;

WHEREAS, the Board of Trustees of the Acquired Fund has determined that (1) participation in the Reorganization is advisable and in the best interests of the Acquired Fund and its shareholders, and (2) the interests of the existing shareholders of the Acquired Fund would not be diluted as a result of the Reorganization;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

THE REORGANIZATION AND FUND TRANSACTIONS

1.1 The Reorganization. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, at the Effective Time (as defined in paragraph 3.1), the Acquired Fund shall assign, deliver and otherwise transfer its Assets (as defined in paragraph 1.2) to the Acquiring Fund, and the Acquiring Fund shall assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. In consideration of the foregoing, at the Effective Time, the Acquiring Fund shall issue to the Acquired Fund full and fractional Acquiring Fund Shares (to the third decimal place). The number of Acquiring Fund Shares to be delivered shall be determined as set forth in paragraph 2.3.

1.2 Assets of the Acquired Fund. The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all assets and property, including, without limitation, all cash, cash equivalents, securities, receivables (including securities, interests and dividends receivable), commodities and futures interests, rights to register shares under applicable securities laws, any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund at the Valuation Time (as defined in paragraph 2.5), books and records of the Acquired Fund, and any other property owned by the Acquired Fund at the Valuation Time (collectively, the “Assets”).

1.3 Liabilities of the Acquired Fund. The Acquired Fund will use commercially reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Time consistent with its obligation to continue to pursue its investment objective and strategies in accordance with the terms of its prospectus. The Acquiring Fund will assume all of the Acquired Fund’s liabilities and obligations of any kind whatsoever, whether known or unknown, absolute, accrued, contingent or otherwise, in existence at the Valuation Time (collectively, the “Liabilities”).

1.4 Distribution of Acquiring Fund Shares. At the Effective Time (or as soon thereafter as is reasonably practicable), the Acquired Fund will distribute the Acquiring Fund Shares received from the Acquiring Fund pursuant to paragraph 1.1, pro rata as described below to the record holders of the stock of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the stock records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so

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credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of common stock, par value $0.001 per share, of the Acquired Fund (the “Acquired Fund Shares”) owned by Acquired Fund Shareholders at the Effective Time. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange. Following the distribution and liquidation contemplated by this paragraph 1.5, the Acquired Fund shall take all necessary steps to effect its dissolution in accordance with applicable law.

1.5 Recorded Ownership of Acquiring Fund Shares. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s Transfer Agent (as defined in paragraph 3.3).

1.6 Filing Responsibilities of Acquired Fund. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund.

ARTICLE II

VALUATION

2.1 Net Asset Value of the Acquired Fund. The net asset value of the Acquired Fund Shares shall be the net asset value computed as of the Valuation Time, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures of the Acquired Fund.

2.2 Net Asset Value of the Acquiring Fund. The net asset value of the Acquiring Fund Shares shall be the net asset value computed as of the Valuation Time, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures of the Acquiring Fund.

2.3 Calculation to Determine of Number of Acquiring Fund Shares. The number of Acquiring Fund Shares to be issued (including fractional shares (to the third decimal place), if any) in connection with the Reorganization shall be determined by dividing the value of the per share net asset value of the Acquired Fund Shares participating therein, determined in accordance with the valuation procedures referred to in paragraph 2.1 by the net asset value per share of the Acquiring Fund determined in accordance with the valuation procedures referred to in paragraph 2.2. The parties agree that the intent of this calculation is to ensure that the aggregate net asset value of the Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Fund Shares owned by Acquired Fund Shareholders at the Effective Time.

2.4 Determination of Value. All computations of value hereunder shall be made in accordance with each Fund’s regular practice and the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), and shall be subject to confirmation by each Fund’s respective independent registered public accounting firm upon reasonable request of the other Fund. The Acquiring Fund and Acquired Fund agree to use all commercially reasonable efforts to resolve prior to the Valuation Time any material pricing differences for prices of portfolio securities of the Acquired Fund which are also held by the Acquiring Fund.

2.5 Valuation Time. The Valuation Time shall be the time at which the Funds calculate their net asset values as set forth in their respective prospectuses (normally the close of regular trading on the New York Stock Exchange (“NYSE”)) on the business day immediately preceding the Closing Date (as defined in paragraph 3.1) (the “Valuation Time”).

ARTICLE III

CLOSING

3.1 Closing . The closing of the Reorganization, together with related acts necessary to consummate the same (“Closing”), shall occur at the principal office of the Advisor on or about [_], 2022 , or at such other place and/or on such other date as to which the parties may agree (the “Closing Date”). All acts taking place at the Closing shall be deemed to take place immediately prior to the opening of business on the Closing Date unless otherwise provided herein (the “Effective Time”).

3.2 Transfer and Delivery of Assets. The Acquired Fund shall direct U.S. Bank National Association (“U.S. Bank”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets were delivered in proper form to the Acquiring Fund at the Effective Time, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by U.S. Bank, as custodian for both Funds, from

B-2

the Acquired Fund to the Acquiring Fund to U.S. Bank. Such presentation shall be made for examination no later than five (5) business days preceding the Effective Time and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. U.S. Bank, as custodian for both Funds, shall deliver from the Acquired Fund to the Acquiring Fund, to U.S. Bank, as of the Effective Time by book entry, in accordance with the customary practices of U.S. Bank and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds at the Effective Time.

3.3 Share Records. The Acquired Fund shall direct U.S. Bancorp Fund Services, LLC, in its capacity as transfer agent for the Acquired Fund (the “Transfer Agent”), to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each such Acquired Fund Shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Effective Time a confirmation evidencing that the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund at the Effective Time, or provide other evidence satisfactory to the Acquired Fund as of the Effective Time that such Acquiring Fund Shares have been credited to the Acquired Fund’s accounts on the books of the Acquiring Fund.

3.4 Postponement of Valuation Time. In the event that at the Valuation Time the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board of directors of the Funds, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund, respectively, is impracticable, the Valuation Time shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Acquired Fund. Except as has been fully disclosed to the Acquiring Fund in a written instrument executed by an officer of the Acquired Fund, the Acquired Fund represents and warrants to the Acquiring Fund as follows:

(a) The Acquired Fund is a series of a Massachusetts business trust duly organized, validly existing and in good standing under the laws of the State of Massachusetts, with power under its Declaration of Trust and Bylaws, each as amended from time to time, to own all of its properties and assets and to carry on its business as it is presently conducted.

(b) The Acquired Fund is registered with the Commission as a closed-end management investment company under the 1940 Act, and the registration of the Acquired Fund Shares under the Securities Act of 1933, as amended (the “1933 Act”), is in full force and effect.

(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except (i) such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act, (ii) such as may be required under state securities laws and (iii) for such articles of transfer and articles of dissolution to be filed with the [____].

(d) The current prospectuses, statement of additional information, shareholder reports, marketing and other related materials of the Acquired Fund and each prospectus and statement of additional information of the Acquired Fund used at all times prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

(e) At the Effective Time, the Acquired Fund will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for such Assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof other than such restrictions as might arise under the 1933 Act.

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(f) The Acquired Fund is not engaged currently, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, will not result, in (i) a violation of Massachusetts law or a material violation of its charter and Bylaws, or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquired Fund is a party or by which it is bound.

(g) All material contracts or other commitments of the Acquired Fund (other than this Agreement and certain investment contracts, including options, futures, forward contracts and other similar instruments) will terminate without liability or obligation to the Acquired Fund on or prior to the Effective Time.

(h) Except as otherwise disclosed to and accepted by the Acquiring Fund in writing, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Acquired Fund or any of its properties or assets that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The Acquired Fund knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions herein contemplated.

(i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, Statements of Cash Flows, and Schedule of Investments of the Acquired Fund at [ ], 2022 have been audited by Cohen & Company, Ltd., independent registered public accounting firm, and are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) present fairly, in all material respects, the financial condition of the Acquired Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquired Fund required to be reflected on a Statement of Assets and Liabilities (including the notes thereto) in accordance with GAAP as of such date not disclosed therein.

(j) Since [ ], 2022, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquiring Fund in writing. For the purposes of this subparagraph (j), a decline in net asset value per share of Acquired Fund Shares due to declines in market values of securities held by the Acquired Fund, the discharge of the Acquired Fund’s liabilities, or the redemption of the Acquired Fund’s stock by shareholders of the Acquired Fund shall not constitute a material adverse change.

(k) At the Effective Time, all federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquired Fund required by law to have been filed by such date (including any extensions, if any) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof and no such return is currently under audit and no assessment has been asserted with respect to such returns.

(l) At the end of its first taxable year since its commencement of operations, the Acquired Fund properly elected to be treated as a “regulated investment company” under Subchapter M of the Code. The Acquired Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company within the meaning of Section 851 et seq. of the Code in respect of each taxable year since its commencement of operations, and will continue to meet such requirements at all times through the Closing Date. The Acquired Fund has not at any time since its inception been liable for, nor is now liable for, any material income or excise tax pursuant to Sections 852 or 4982 of the Code. There is no other tax liability (including, any foreign, state, or local tax liability) except as set forth and accrued on the Acquired Fund’s books. The Acquired Fund has no earnings or profits accumulated with respect to any taxable year in which the provisions of Subchapter M of the Code did not apply. The Acquired Fund will not be subject to corporate -level taxation on the sale of any assets currently held by it as a result of the application of Section 337(d) of the Code and the regulations thereunder. All dividends paid by the Acquired Fund at any time prior to the Closing Date shall have been deductible pursuant to the dividends paid deduction under Section 562 of the Code. The Acquired Fund is in compliance in all material respects with applicable regulations of the Internal Revenue Service pertaining to the reporting of dividends and other distributions on and redemptions of its shares of beneficial interest and has withheld in respect of dividends and other distributions and paid to the proper taxing authorities all taxes required to be withheld, and is not liable for any penalties which could be imposed thereunder.

(m) All of the issued and outstanding shares of stock of the Acquired Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the

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Acquired Fund, as provided in paragraph 3.3. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the shares of the Acquired Fund, nor is there outstanding any security convertible into any of the Acquired Fund’s shares.

(n) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Effective Time by all necessary action, if any, on the part of the Directors of the Acquired Fund, and, subject to the approval of the shareholders of the Acquired Fund, this Agreement will constitute a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.

(o) The information to be furnished by the Acquired Fund for use in registration statements, proxy materials and other documents filed or to be filed with any Federal, state or local regulatory authority (including the Financial Industry Regulatory Authority Inc. (“FINRA”)), which may be necessary in connection with the transactions contemplated hereby, will be accurate and complete in all material respects and will comply in all material respects with Federal securities and other laws and regulations thereunder applicable thereto.

(p) The Joint Proxy Statement/Prospectus, insofar as it relates to the Acquired Fund, will, through the date of the meeting of the Acquired Fund Shareholders contemplated therein and at the Effective Time (i) 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, in light of the circumstances under which such statements were made, not materially misleading, and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act and the rules and regulations thereunder; provided, however, that the representations and warranties of this subparagraph (p) shall not apply to statements in or omissions from the Joint Proxy Statement/Prospectus made in reliance upon and in conformity with information that was furnished by the Acquiring Fund for use therein.

4.2 Representations and Warranties of the Acquiring Fund. Except as has been fully disclosed to the Acquired Fund in a written instrument executed by an officer of the Acquiring Fund, the Acquiring Fund represents and warrants to the Acquired Fund as follows:

(a) The Acquiring Fund is a series of a Massachusetts business trust duly organized, validly existing, and in good standing under the laws of the State of Massachusetts with power under its Declaration of Trust and Bylaws, each as amended from time to time, to own all of its properties and assets and to carry on its business as it is presently conducted.

(b) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required under state securities laws.

(c) The Joint Proxy Statement/Prospectus of the Acquiring Fund initially filed with the Commission on [ ], 2022 on Form N-14 which will become effective prior to the Closing Date, conforms and, as of its effective date and the Closing Date, will conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not and, as of its effective date and the Closing Date, will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

(d) At the Effective Time, the Acquiring Fund will have good and marketable title to the Acquiring Fund’s assets, free of any liens or other encumbrances.

(e) The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, will not result, in (i) a violation of Massachusetts law or a material violation of its charter and Bylaws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Fund is a party or by which it is bound.

(f) Except as otherwise disclosed to and accepted by the Acquired Fund in writing, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the Acquiring Fund’s knowledge, threatened against the Acquiring Fund, or any of the Acquiring Fund’s properties or assets that, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition or the conduct of its business. The Acquiring Fund knows of no facts which might form the basis for the

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institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s business or its ability to consummate the transactions herein contemplated.

(g) At the Effective Time, all federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquiring Fund required by law to have been filed by such date (including any extensions, if any) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof to the best of the knowledge of the Acquiring Fund, and no such return is currently under audit and no assessment has been asserted with respect to such returns.

(h) The Acquiring Fund (i) has filed an election to be treated as an association taxable as a corporation for federal income tax purposes for its taxable year that will include the Closing Date, (ii) will elect to be taxed as a RIC, will qualify for the tax treatment afforded RICs under Subchapter M of the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (iii) will be eligible to compute its federal income tax under Section 852 of the Code for its taxable year that includes the Closing Date, and (iv) will be treated as a separate corporation for federal income tax purposes for the taxable year that includes the Closing Date. The Acquiring Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Acquiring Fund to fail to qualify as a RIC. Prior to the Closing, the Acquiring Fund will have had no earnings and profits accumulated in any taxable year. The Acquiring Fund has not at any time since its inception been liable for, nor is now liable for, any material income or excise tax pursuant to Sections 852 or 4982 of the Code. There is no other tax liability (including, any foreign, state, or local tax liability) except as set forth and accrued on the Acquiring Fund’s books. The Acquiring Fund has no earnings or profits accumulated with respect to any taxable year in which the provisions of Subchapter M of the Code did not apply. The Acquiring Fund will not be subject to corporate-level taxation on the sale of any assets currently held by it as a result of the application of Section 337(d) of the Code and the regulations thereunder. All dividends paid by the Acquiring Fund at any time prior to the Closing Date shall have been deductible pursuant to the dividends paid deduction under Section 562 of the Code. The Acquiring Fund is in compliance in all material respects with applicable regulations of the Internal Revenue Service pertaining to the reporting of dividends and other distributions on and redemptions of its shares of beneficial interest and has withheld in respect of dividends and other distributions and paid to the proper taxing authorities all taxes required to be withheld, and is not liable for any penalties which could be imposed thereunder.

(i) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Effective Time by all necessary action, if any, on the part of the Directors of the Acquiring Fund, and this Agreement will constitute a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.

(j) The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will at the Effective Time have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, will be fully paid and non-assessable by the Acquiring Fund and will have been issued in every jurisdiction in compliance in all material respects with applicable registration requirements and applicable securities laws. The Acquiring Fund has no outstanding shares as of the date hereof and as of the Closing except for the initial share(s) contemplated by Section 1.4. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any stock of the Acquiring Fund, nor is there outstanding any security convertible into any of the Acquiring Fund’s stock.

(k) The information to be furnished by the Acquiring Fund for use in the registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including FINRA) that may be necessary in connection with the transactions contemplated hereby will be accurate and complete in all material respects and will comply in all material respects with federal securities and other laws and regulations applicable thereto.

(l) The Joint Proxy Statement/Prospectus, insofar as it relates to the Acquiring Fund and the Acquiring Fund Shares, will, through the date of the meeting of shareholders of the Acquired Fund and Acquiring Fund contemplated therein and at the Effective Time (i) 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, in light of the circumstances under which such statements were made, not materially misleading, and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act and the rules and regulations thereunder; provided, however, that the representations and warranties of this subparagraph (o) shall not apply to statements in or omissions from the Joint Proxy Statement/Prospectus made in reliance upon and in conformity with information that was furnished by the Acquired Fund for use therein.

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ARTICLE V

COVENANTS AND AGREEMENTS

5.1 Conduct of Business. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course consistent with its practice between the date hereof and the Effective Time, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.

5.2 Meeting of Shareholders. The Acquired Fund will call a meeting of the shareholders of the Acquired Fund to consider and vote upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

5.3 No Distribution of Acquiring Fund Shares. The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

5.4 Information. The Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund Shares.

5.5 Other Necessary Action. Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund will each take, or cause to be taken, all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

5.6 Proxy Statement/Prospectus. The Acquired Fund will provide the Acquiring Fund with information regarding the Acquired Fund, and the Acquiring Fund will provide the Acquired Fund with information regarding the Acquiring Fund, reasonably necessary for the preparation of a joint proxy statement/prospectus on Form N-14 (the “Joint Proxy Statement/Prospectus”), in compliance with the 1934 Act and the 1940 Act in connection with the meeting of shareholders of the Acquired Fund to consider and vote upon this Agreement and the transactions contemplated herein.

5.7 Liquidating Distribution. As soon as is reasonably practicable after the Closing, the Acquired Fund will (a) make a liquidating distribution to its respective shareholders consisting of the Acquiring Fund Shares received at the Closing, (b) terminate its registration under the 1940 Act and (c) dissolve under Massachusetts law.

5.8 Best Efforts. The Acquiring Fund and the Acquired Fund shall each use their reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent set forth in Article VI to effect the transactions contemplated by this Agreement as promptly as practicable.

5.9 Other Instruments. The Acquired Fund and the Acquiring Fund each covenant that it will, from time to time, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the other party may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund, title to and possession of the Acquiring Fund Shares to be delivered hereunder, and (b) the Acquiring Fund, title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.

5.10 Regulatory Approvals. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Effective Time.

ARTICLE VI

CONDITIONS PRECEDENT

6.1 Conditions Precedent to Obligations of Acquired Fund. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject to the following conditions:

(a) All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time.

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(b) The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request.

(c) The Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Fund, on or before the Effective Time.

(d) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3.

6.2 Conditions Precedent to Obligations of Acquiring Fund. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be subject to the following conditions:

(a) All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time.

(b) The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s Assets and Liabilities, as of the Effective Time, which is prepared in accordance with GAAP and certified by the Treasurer of the Acquired Fund.

(c) The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund and dated as of the Effective Time, to the effect that the representations and warranties of the Acquired Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request.

(d) The Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund, on or before the Effective Time.

(e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3.

6.3 Other Conditions Precedent. If any of the conditions set forth in this paragraph 6.3 have not been satisfied on or before the Effective Time, the Acquired Fund or the Acquiring Fund shall, at its option, not be required to consummate the transactions contemplated by this Agreement.

(a) This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of outstanding stock of the Acquired Fund in accordance with the Acquired Fund’s Declaration of Trust and Bylaws, applicable Massachusetts law and the 1940 Act, and copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither the Acquired Fund nor the Acquiring Fund, respectively, may waive the conditions set forth in this paragraph 6.3(a).

(b) At the Effective Time, no action, suit or other proceeding shall be pending or, to the knowledge of either Fund, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.

(c) All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by either Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions.

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(d) The Funds shall have received an opinion of Paul Hastings LLP as to federal income tax matters substantially to the effect that, based on the facts, representations, assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes:

(1) The Reorganization will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund 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 Acquired Fund upon the transfer of all of its assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the Acquired Fund’s liabilities or upon the distribution of the Acquiring Fund Shares to the Acquired Fund’s shareholders solely in exchange for their shares of the Acquired Fund in complete liquidation of the Acquired Fund.

(3) No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of all of the assets of the Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund.

(4) The tax basis of the assets of the Acquired Fund received by the Acquiring Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the Reorganization.

(5) The holding period of the assets of the Acquired Fund received by the Acquiring Fund will include the holding period of those assets in the hands of the Acquired Fund immediately prior to the Reorganization.

(6) No gain or loss will be recognized by the shareholders of the Acquired Fund upon the exchange of their Acquired Fund Shares solely for the Acquiring Fund Shares (except with respect to cash received in lieu of fractional shares) and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund.

(7) The aggregate tax basis of the Acquiring Fund Shares received by the shareholders of the Acquired Fund (reduced by any amount of tax basis allocable to fractional Acquiring Fund Shares for which cash is received) pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor by such shareholder.

(8) The holding period of the Acquiring Fund Shares received by the shareholders of the Acquired Fund will include the holding period of the Acquired Fund Shares surrendered in exchange therefore, provided that the Acquired Fund Shares were held as a capital asset on the Closing Date.

No opinion will be expressed as to the effect of the Reorganization on (i) the taxable year of any Acquired Fund shareholder, (ii) the Acquired Fund or the Acquiring Fund with respect to any asset as to which a mark-to-market system of accounting, the passive foreign investment company rules under Section 1297(a) of the Code, the personal holding company rules under Section 542 of the Code, or Section 1256 of the Code applies, or (iii) any shares held as a result of or attributable to compensation for services by any person.

Such opinion shall be based on customary assumptions, limitations and such representations as Paul Hastings LLP may reasonably request, and the Acquired Fund and Acquiring Fund will cooperate to make and certify the accuracy of such representations. Such opinion may contain such assumptions and limitations as shall be in the opinion of such counsel appropriate to render the opinions expressed therein. Notwithstanding anything herein to the contrary, neither party may waive the condition set forth in this paragraph 6.3(d).

(e) U.S. Bank shall have delivered such certificates or other documents as set forth in paragraph 3.2.

(f) The Transfer Agent shall have delivered to the Acquiring Fund a certificate of its authorized officer as set forth in paragraph 3.3.

(g) The Acquiring Fund shall have issued and delivered to the Secretary of the Acquired Fund the confirmation as set forth in paragraph 3.3.

(h) Each party shall have delivered to the other such bills of sale, checks, assignments, receipts or other documents as reasonably requested by such other party or its counsel.

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ARTICLE VII

INDEMNIFICATION

7.1 Indemnification by the Acquiring Fund. The Acquiring Fund agrees to indemnify and hold harmless the Acquired Fund, and its directors, officers, employees and agents (the “Acquired Fund Indemnified Parties”), from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquired Fund Indemnified Parties may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by the Acquiring Fund or the members of the Acquiring Fund’s Board of Directors or its officers prior to the Closing Date, provided that this indemnification shall not apply to the extent such loss, claim, damage, liability or expense (or actions with respect thereto) shall be due to any negligent, intentional or fraudulent act, omission or error of the Acquired Fund or its respective directors, officers, employees or agents.

7.2 Indemnification by the Acquired Fund. The Acquired Fund agrees to indemnify and hold harmless the Acquiring Fund, and its directors, officers, employees and agents (the “Acquiring Fund Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquiring Fund Indemnified Parties may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by the Acquired Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by the Acquired Fund or the members of the Acquired Fund’s Board of Directors or its officers prior to the Closing Date, provided that this indemnification shall not apply to the extent such loss, claim, damage, liability or expense (or actions with respect thereto) shall be due to any negligent, intentional or fraudulent act, omission or error of the Acquiring Fund or its respective directors, officers, employees or agents.

7.3 Liability of the Acquired Fund. The Acquiring Fund understands and agrees that the obligations of the Acquired Fund under this Agreement shall not be binding upon any director, shareholder, nominee, officer, agent or employee of the Acquired Fund personally, but bind only the Acquired Fund and the Acquired Fund’s property. Moreover, all persons shall look only to the assets of the Acquired Fund to satisfy the obligations of the Acquired Fund hereunder. The Acquiring Fund represents that it has notice of the provisions of the charter of the Acquired Fund disclaiming such director and officer liability for acts or obligations of the Acquired Fund.

7.4 Liability of the Acquiring Fund. The Acquired Fund understands and agrees that the obligations of the Acquiring Fund under this Agreement shall not be binding upon any director, shareholder, nominee, officer, agent or employee of the Acquiring Fund personally, but bind only the Acquiring Fund and the Acquiring Fund’s property. Moreover, all persons shall look only to the assets of the Acquiring Fund to satisfy the obligations of the Acquiring Fund thereunder. The Acquired Fund represents that it has notice of the provisions of the charter of the Acquiring Fund disclaiming such director and officer liability for acts or obligations of the Acquiring Fund.

ARTICLE VIII

BROKERAGE FEES AND EXPENSES

8.1 No Broker or Finder Fees. The Acquiring Fund and the Acquired Fund represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

ARTICLE IX

AMENDMENTS AND TERMINATION

9.1 Amendments. This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of either the Acquired Fund or the Acquiring Fund, respectively; provided, however, that following the approval of this Agreement by the shareholders of the Acquired Fund pursuant to paragraph 6.3(a) of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to the Acquired Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

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9.2 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the Board of Directors of the Acquired Fund or the Acquiring Fund, respectively, at any time prior to the Effective Time, if circumstances should develop that, in the opinion of such Board of Directors, make proceeding with the Agreement inadvisable.

ARTICLE X

NOTICES

10.1 Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, electronic delivery (i.e., e-mail) personal service or prepaid or certified mail addressed as follows:

Attention: [Name of Fund]

The Tocqueville Trust

40 West 57th Street, 19th Floor

New York, New York 10019

With copies (which shall not constitute notice) to:

Paul Hastings LLP 200 Park Avenue New York, New York 10166 Attention: Michael R. Rosella, Esq.

ARTICLE XI

MISCELLANEOUS

11.1 Entire Agreement. Each Fund agrees that it has not made any representation, warranty or covenant not set forth herein, and that this Agreement constitutes the entire agreement between the parties.

11.2 Survival. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith, and the obligations with respect to indemnification of the Acquired Fund and Acquiring Fund contained in paragraphs 7.1 and 7.2, shall survive the Closing.

11.3 Headings. The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

11.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts without regard to its principles of conflicts of laws.

11.5 Assignment. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

11.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all taken together shall constitute one agreement.

11.7 Cost of Reorganization. The cost of the Reorganization shall be borne entirely by TAM,

whether or not the Reorganization is consummated.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the [...] day of [...], 2022.

[Acquired Fund]

The Tocqueville Fund

By:

/s/ [ ]

By:

/s/ [ ]

Name:

[ ]

Name:

[ ]

Title:

[ ]

Title:

[ ]

B-12

EXHIBIT B

FORM OF AGREEMENT AND PLAN OF REORGANIZATION FOR

THE TOCQUEVILLE PHOENIX FUND

This Agreement and Plan of Reorganization (“Agreement”) is made as of [ ], 2022, by and between the Tocqueville Phoenix Fund and The Tocqueville Fund (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”).

This Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). The reorganization will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for shares of common stock, par value $[ ] per share, of the Acquiring Fund (the “Acquiring Fund Shares”), the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund and the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund and the liquidation and dissolution of the Acquired Fund, all upon the terms and conditions hereinafter set forth in this Agreement (the “Reorganization”).

WHEREAS, both the Acquired Fund and the Acquiring Fund are authorized to issue shares of their common stock;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

THE REORGANIZATION AND FUND TRANSACTIONS

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1.5 Recorded Ownership of Acquiring Fund Shares. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s Transfer Agent (as defined in paragraph 3.3).

ARTICLE II

VALUATION

ARTICLE III

CLOSING

3.1 Closing. The closing of the Reorganization, together with related acts necessary to consummate the same (“Closing”), shall occur at the principal office of the Advisor on or about [_], 2022, or at such other place and/or on such other date as to which the parties may agree (the “Closing Date”). All acts taking place at the Closing shall be deemed to take place immediately prior to the opening of business on the Closing Date unless otherwise provided herein (the “Effective Time”).

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

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(d) At the Effective Time, the Acquiring Fund will have good and marketable title to the Acquiring Fund’s assets, free of any liens or other encumbrances.

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ARTICLE V

COVENANTS AND AGREEMENTS

ARTICLE VI

CONDITIONS PRECEDENT

6.1 Conditions Precedent to Obligations of Acquired Fund. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject to the following conditions:

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6.2 Conditions Precedent to Obligations of Acquiring Fund. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be subject to the following conditions:

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(4) The tax basis of the assets of the Acquired Fund received by the Acquiring Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the Reorganization.

(e) U.S. Bank shall have delivered such certificates or other documents as set forth in paragraph 3.2.

(f) The Transfer Agent shall have delivered to the Acquiring Fund a certificate of its authorized officer as set forth in paragraph 3.3.

(g) The Acquiring Fund shall have issued and delivered to the Secretary of the Acquired Fund the confirmation as set forth in paragraph 3.3.

(h) Each party shall have delivered to the other such bills of sale, checks, assignments, receipts or other documents as reasonably requested by such other party or its counsel.

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ARTICLE VII

INDEMNIFICATION

ARTICLE VIII

BROKERAGE FEES AND EXPENSES

ARTICLE IX

AMENDMENTS AND TERMINATION

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ARTICLE X

NOTICES

Attention: [Name of Fund]

The Tocqueville Trust

40 West 57th Street, 19th Floor

New York, New York 10019

With copies (which shall not constitute notice) to:

Paul Hastings LLP 200 Park Avenue New York, New York 10166 Attention: Michael R. Rosella, Esq.

ARTICLE XI

MISCELLANEOUS

11.3 Headings. The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

11.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts without regard to its principles of conflicts of laws.

11.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all taken together shall constitute one agreement.

11.7 Cost of Reorganization. The cost of the Reorganization shall be borne entirely by TAM,

whether or not the Reorganization is consummated.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the [ ] day of [ ], 2022.

[Acquired Fund]

The Tocqueville Fund

By:

/s/ [ ]

By:

/s/ [ ]

Name:

[ ]

Name:

[ ]

Title:

[ ]

Title:

[ ]

B-12

EXHIBIT C:

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund’s financial performance for the last five years. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. The information for the year ended October 31, 2021 was audited by Cohen & Company, Ltd. (“Cohen”), the Funds’ independent registered public accounting firm. Cohen’s report, along with the Funds’ financial statements, is included in the Annual Report to Shareholders, which is available upon request, and incorporated by reference into the Statement of Additional Information. The information for the years ended October 31, 2017 through October 31, 2020 was audited by another independent registered public accounting firm. The information for the semi-annual period ended April 30, 2022 is unaudited. Cohen & Company, Ltd.’s report along with further detail on each Fund’s financial statements are included in the annual report, which is available upon your request by calling 1-800-697-3863, or by visiting the Funds’ website at http://www.tocquevillefunds.com.

C-1

The Tocqueville Opportunity Fund (an Acquired Fund)

Financial Highlights


THE TOCQUEVILLE OPPORTUNITY FUND
Per share operating performance (For a share outstanding	Six Months Ended April 30,				Years Ended October 31,
throughout the period)	2022				2021				2020				2019				2018				2017
	(Unaudited)

Net asset value, beginning of period	$	49.05			$	38.34			$	28.11			$	26.60			$	26.12			$	19.14

Operations:
Net investment loss(1)	(0.21)				(0.53)				(0.40)				(0.29)				(0.29)				(0.37)
Net realized and unrealized gain (loss)	(17.16)				12.76				12.29				4.29				1.63				7.35

Total from investment operations	(17.37)				12.23				11.89				4.00				1.34				6.98

Distributions to shareholders:
Distributions from net realized gains	(2.74)				(1.52)				(1.66)				(2.49)				(0.86)				—

Total distributions	(2.74)				(1.52)				(1.66)				(2.49)				(0.86)				—

Change in net asset value for the period	(20.11)				10.71				10.23				1.51				0.48				6.98

Net asset value, end of period	$	28.94			$	49.05			$	38.34			$	28.11			$	26.60			$	26.12

Total Return	-37.1		%	(2)	32.6		%		44.3		%		16.9		%		5.3		%		36.5		%
Ratios/supplemental data:
Net assets, end of period (000)	$	65,892			$	111,189			$	91,147			$	84,583			$	82,106			$	77,773
Ratio to average net assets:
Expenses before waiver	1.41		%	(3)	1.40		%		1.49		%		1.41		%		1.33		%		1.38		%
Expenses after waiver	1.25		%	(3)	1.26		%	(4)	1.26		%	(4)	1.28		%	(4)	1.26		%	(4)	1.30		%	(4)(5)
Net investment loss before waiver	(1.12		%)	(3)	(1.28		%)		(1.18		%)		(1.10		%)		(1.13		%)		(1.05		%)
Net investment loss after waiver	(1.27		%)	(3)	(1.13		%)		(0.95		%)		(0.97		%)		(1.06		%)		(0.97		%)	(5)
Portfolio turnover rate	7		%	(2)	20		%		30		%		133		%		151		%		133		%

____________

(1) Net investment loss per share is calculated using the ending balance prior to consideration or adjustment for permanent book-to-tax differences.

(2) Not Annualized.

(3) Annualized.

(4) Includes interest expense of 0.01% for the year ended October 31, 2021, 0.01% for the year ended October 31, 2020, 0.03% for the year ended October 31, 2019, 0.01% for the year ended October 31, 2018, and 0.05% for the year ended October 31, 2017. Interest expense is not included in the Fund’s operating expense cap.

(5) Expense waiver of 1.25% was implemented on November 1, 2016.

C-2

The Tocqueville Phoenix Fund (an Acquired Fund)

Financial Highlights


THE TOCQUEVILLE PHOENIX FUND
Per share operating performance (For a share outstanding	Six Months Ended April 30,			Years Ended October 31,
throughout the period)	2022			2021		2020			2019				2018			2017
	(Unaudited)

Net asset value, beginning of period	$	26.53		$	17.67	$	19.98		$	20.20			$	26.40		$	26.47

Operations:
Net investment loss(1)	(0.05)			(0.16)		(0.03)			(0.03)				(0.14)			(0.15)
Net realized and unrealized gain (loss)	(2.69)			9.40		(1.81)			1.16				(2.27)			4.91

Total from investment operations	(2.74)			9.24		(1.84)			1.13				(2.41)			4.76

Distributions to shareholders:
Dividends from net investment income	—			—		—			—			(2)	—			—
Distributions from net realized gains	(2.75)			(0.38)		(0.47)			(1.35)				(3.79)			(4.83)

Total distributions	(2.75)			(0.38)		(0.47)			(1.35)				(3.79)			(4.83)

Change in net asset value for the period	(5.49)			8.86		(2.31)			(0.22)				(6.20)			(0.07)

Net asset value, end of period	$	21.04		$	26.53	$	17.67		$	19.98			$	20.20		$	26.40

Total Return	-11.8%		(3)	52.8%		(9.5		%)	6.2		%		(10.6		%)	19.0		%
Ratios/supplemental data:
Net assets, end of period (000)	$	148,467		$	177,082	$	131,658		$	160,433			$	237,119		$	373,353
Ratio to average net assets:
Expenses before waiver	1.41%		(4)	1.43%		1.50		%	1.39		%		1.32		%	1.31		%
Expenses after waiver	1.25%		(4)	1.25%		1.25		%	1.25		%		1.25		%	1.25		%	(5)
Net investment loss before waiver	(0.76%)		(4)	(0.78%)		(0.41		%)	(0.24		%)		(0.55		%)	(0.55		%)
Net investment loss after waiver	(0.60%)		(4)	(0.60%)		(0.16		%)	(0.10		%)		(0.48		%)	(0.49		%)	(5)
Portfolio turnover rate	11%		(3)	21%		24		%	40		%		40		%	36		%

____________

(1) Net investment loss per share is calculated using the ending balance prior to consideration or adjustment for permanent book-to-tax differences.

(2) Represents less than $0.01.

(3) Not Annualized.

(4) Annualized.

(5) Expense waiver of 1.25% was implemented on November 1, 2016.

C-3

The Tocqueville Fund (the Acquiring Fund)

Financial Highlights


THE TOCQUEVILLE FUND
Per share operating performance (For a share outstanding	Six Months Ended April 30,				Years Ended October 31,
throughout the period)	2022				2021			2020			2019				2018			2017
	(Unaudited)

Net asset value, beginning of period	$	48.39			$	37.03		$	37.80		$	35.84			$	38.60		$	33.72

Operations:
Net investment income(1)	0.16				0.25			0.31			0.43				0.35			0.37
Net realized and unrealized gain (loss)	(1.46)				12.49			1.58			4.46				0.45			6.40

Total from investment operations	(1.30)				12.74			1.89			4.89				0.80			6.77

Distributions to shareholders:
Dividends from net investment income	(0.20)				(0.25)			(0.37)			(0.34)				(0.33)			(0.39)
Distributions from net realized gains	(4.77)				(1.13)			(2.29)			(2.59)				(3.23)			(1.50)

Total distributions	(4.97)				(1.38)			(2.66)			(2.93)				(3.56)			(1.89)

Change in net asset value for the period	(6.27)				11.36			(0.77)			1.96				(2.76)			4.88

Net asset value, end of period	$	42.12			$	48.39		$	37.03		$	37.80			$	35.84		$	38.60

Total Return	-3.5		%	(2)	35.2		%	5.0		%	14.9		%		2.0		%	20.9		%
Ratios/supplemental data:
Net assets, end of period (000)	$	284,819			$	313,739		$	251,096		$	285,070			$	272,043		$	293,637
Ratio to average net assets:
Expenses before waiver	1.30		%	(3)	1.34		%	1.38		%	1.30		%		1.26		%	1.27		%
Expenses after waiver	1.25		%	(3)	1.25		%	1.25		%	1.25		%	(4)	1.25		%	1.26		%	(4)
Net investment income before waiver	0.64		%	(3)	0.46		%	0.69		%	1.11		%		0.91		%	0.97		%
Net investment income after waiver	0.69		%	(3)	0.55		%	0.82		%	1.16		%		0.92		%	0.98		%
Portfolio turnover rate	3		%	(2)	11		%	9		%	13		%		19		%	10		%

____________

(1) Net investment income per share is calculated using the ending balance prior to consideration or adjustment for permanent book-to-tax differences.

(2) Not Annualized.

(3) Annualized.

(4) Includes 0.01% of interest expense which is not included in the Fund’s operating expense cap.

C-4

EXHIBIT D
SUPPLEMENTAL FINANCIAL INFORMATION

A table showing the fees and expenses of the Acquiring Fund and each of the Acquired Funds, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization, is included in the Joint Information Statement/Prospectus. The Acquiring Fund will be the accounting and performance survivor after the Reorganization.

The Reorganization will not result in a material change to any of the Acquired Funds’ investment portfolios due to the investment restrictions of the Acquiring Fund. As a result, a schedule of investments of each Acquired Fund modified to show the effects of such change is not required and is not included.

There are no material differences in the accounting, valuation and tax policies of each Acquired Fund as compared to those of the Acquiring Fund.

D-1

STATEMENT OF ADDITIONAL INFORMATION

Dated October 12, 2022

FOR THE REORGANIZATION OF THE FOLLOWING FUNDS:


The Tocqueville Opportunity Fund a series of The Tocqueville Trust and The Tocqueville Phoenix Fund a series of The Tocqueville Trust c/o Tocqueville Asset Management L.P. 40 West 57th Street, 19th Floor New York, New York 10019
IN EXCHANGE FOR SHARES OF The Tocqueville Fund a series of The Tocqueville Trust c/o Tocqueville Asset Management L.P. 40 West 57th Street, 19th Floor New York, New York 10019

This Statement of Additional Information is not a prospectus but should be read in conjunction with the Joint Proxy Statement/Prospectus dated October 12, 2022, for the Joint Special Meeting of Shareholders of The Tocqueville Trust (“Tocqueville Trust”) with respect to reorganization of The Tocqueville Opportunity Fund and the Tocqueville Phoenix Fund (each an “Acquired Fund”, and together the “Acquired Funds”), in to The Tocqueville Fund (“Acquiring Fund” and together with the Acquired Funds, the “Funds”). Copies of the Joint Proxy Statement/Prospectus may be obtained at no charge by calling 1-800-697-3863. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Joint Proxy Statement/Prospectus.

INFORMATION INCORPORATED BY REFERENCE

Further information about each Acquired Fund and Acquiring Fund is contained in the following documents, which are incorporated herein by reference:

•the Prospectus of the Funds dated February 28, 2022;

•the Statement of Additional Information of the Funds dated February 28, 2022;

•the Annual Report to Shareholders for the Funds for the fiscal year ending October 31, 2021 which includes audited financial statements of each of the Acquired Funds and the independent registered public accountants’ report thereon; and

•the Semi-Annual Report to Shareholders for the Funds for the fiscal period ending April 30, 2022, which includes unaudited financial statements of each of the Acquired Funds.

Copies of the foregoing documents are available upon request and without charge by calling 1-800-697-3863.

The information that follows constitutes the Statement of Additional Information for Tocqueville Trust and the Acquiring Fund.


FUND HISTORY			1
INVESTMENT POLICIES AND RISKS			1
INVESTMENT RESTRICTIONS			15
DISCLOSURE OF PORTFOLIO HOLDINGS			17
MANAGEMENT OF THE FUNDS			18
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES			22
INVESTMENT ADVISORY AND OTHER SERVICES			24
BROKERAGE ALLOCATION AND OTHER PRACTICES			28
CAPITAL STOCK AND OTHER SECURITIES			30
PURCHASE, REDEMPTION AND PRICING OF SHARES			31
TAX MATTERS			31
UNDERWRITERS			36
FINANCIAL STATEMENTS			37
COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			37
SHAREHOLDER INQUIRIES			37
PROXY VOTING POLICY GUIDELINES			1
TOCQUEVILLE ASSET MANAGEMENT L.P. PROXY VOTING PROCEDURES			1


			-ii-

FUND HISTORY

The Tocqueville Trust (the “Trust”) is a Massachusetts business trust organized on September 17, 1986, currently consisting of three separate funds (each, a “Fund” or, collectively, the “Funds”). This SAI relates to The Tocqueville Fund (the “Tocqueville Fund”), The Tocqueville Opportunity Fund (the “Opportunity Fund”) and The Tocqueville Phoenix Fund (the “Phoenix Fund”). Each Fund is an open-end management investment company with a different investment objective. The Funds are classified as diversified investment companies. The Tocqueville Fund’s investment objective is long-term capital appreciation which it seeks to achieve by investing primarily in securities of U.S. issuers, but frequently invests in non-U.S. issuers. The Opportunity Fund’s investment objective is long-term capital appreciation which it seeks to achieve by investing primarily in securities of small- and mid-capitalization issuers. The Phoenix Fund’s investment objectives are to seek long-term preservation of capital (sufficient growth to outpace inflation over an extended period of time) and growth of capital which it seeks to achieve by investing primarily in the equity securities of domestic companies. Much of the information contained in this SAI expands on subjects discussed in the Prospectus. Capitalized terms not defined herein are used as defined in the Prospectus. No investment in shares of the Funds should be made without first reading the Funds’ Prospectus.

On June 22, 2009, the Board of Directors of Delafield Fund, Inc. approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and liabilities of Delafield Fund, Inc. into the Tocqueville Phoenix Fund (formerly, the Delafield Fund), a series of The Tocqueville Trust. On September 24, 2009, the shareholders of Delafield Fund, Inc. approved the Agreement and Plan of Reorganization. The effective date of the reorganization was September 28, 2009.

On October 10, 2019, the Board of Directors of The Tocqueville Select Fund approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and liabilities of The Tocqueville Select Fund into the Phoenix Fund, a series of The Tocqueville Trust.

The Phoenix Fund (formerly, The Delafield Fund), a series of the Trust, commenced operations on September 28, 2009 as successor to Delafield Fund, Inc. The predecessor Delafield Fund, Inc. commenced operations on November 19, 1993.

INVESTMENT POLICIES AND RISKS

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

Government Intervention in Financial Markets

Global economies and financial markets are increasingly interconnected, which increases the possibility that conditions in one country or region may adversely affect companies in a different country or region. The global financial crisis has led governments and regulators around the world to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases a lack of liquidity.

Governments, their regulatory agencies, or self-regulatory organizations may take actions that the regulation of the issuers in which Funds invest. Legislation or regulation may also change the way in which a Fund itself is regulated. Such legislation or regulation could limit or preclude the Funds’ ability to achieve their investment objective.

Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of the Funds’ portfolio holdings. Furthermore, volatile financial markets can expose the Funds to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Funds.

The SEC and its staff have been engaged in various initiatives and reviews that seek to improve and modernize the regulatory structure governing investment companies. These efforts have been focused on risk identification and controls in various areas, including imbedded leverage through the use of derivatives and other trading practices, cyber-security, liquidity, enhanced regulatory and public reporting requirements and the evaluation of systemic risks. Any new rules, guidance or regulatory initiatives resulting from these efforts could increase the Funds’ expenses and impact its returns to stockholders or, in the extreme case, impact or limit its use of various portfolio management strategies or techniques and adversely impact the Funds.

In particular, the U.S. government has proposed and adopted multiple regulations that could have a long-lasting impact on the Funds and on the mutual fund industry in general. The SEC’s final rules and amendments that modernize reporting and disclosure and required the implementation of a liquidity risk management program, along with other potential upcoming regulations, could, among other things, restrict the Funds’ ability to engage in transactions, impact flows into a Fund and/or increase overall expenses of the Funds. The Board designated and approved a liquidity committee (“Liquidity Committee”) to administer the Funds’ liquidity risk management program and related procedures, various aspects of which went into effect in December 2018 and June 2019.

In October 2020, the SEC adopted Rule 18f-4 under the Investment Company Act of 1940, as amended (the 1940 Act”), which regulates the ability of registered investment companies to use derivatives and other transactions that create future payment or delivery obligations. Under the newly adopted Rule 18f-4, funds that use derivatives will be subject to a Value at Risk leverage limit, a derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements will apply unless a fund qualifies as a “limited derivatives user,” as defined under the rule. Collectively, these requirements may limit the Funds’ ability to use derivatives and/or enter into certain other financial contracts.

In response to the current economic environment, the Biden administration may call for an increased popular, political and judicial focus on finance related consumer protection. Financial institution practices are also subject to greater scrutiny and criticism generally. In the case of transactions between financial institutions and the general public, there may be a greater tendency toward strict interpretation of terms and legal rights in favor of the consuming public, particularly where there is a real or perceived disparity in risk allocation and/or where consumers are perceived as not having had an opportunity to exercise informed consent to the transaction. In the event of conflicting interests between retail investors holding shares of an open-end investment company such as the Funds and a large financial institution, a court may similarly seek to strictly interpret terms and legal rights in favor of retail investors.

The U.S. presidential election occurred on November 3, 2020. As of January 2021, the Democratic Party controls the executive branch of government and both houses of the legislative branch of government. Changes in federal policy, including tax policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting markets remain highly uncertain. Uncertainty surrounding future changes may adversely affect the Funds’ operating environment and therefore their investment performance.

The outbreak of a novel coronavirus disease (“COVID-19”) has negatively affected economies, markets and individual companies in the United States and throughout the world. The effects of this pandemic to public health and business and market conditions may continue to have a significant negative impact on the performance of the Funds’ investments, increase the Funds’ volatility, exacerbate pre-existing political, social and economic risks to the Funds, and negatively impact broad segments of businesses and populations. The Funds’ operations may be interrupted as a result, which may contribute to the negative impact on investment performance. In addition, governments, their regulatory agencies, or self-regulatory organizations may take actions in response to the pandemic that affect the instruments in which the Funds invest, or the issuers of such instruments, in ways that could have a significant negative impact on the Funds’ investment performance. The full impact of the COVID-19 pandemic, or other future epidemics or pandemics, is currently unknown.

The Funds may be affected by governmental action in ways that are not foreseeable, and there is a possibility that such actions could have a significant adverse effect on the Funds and their ability to achieve their investment objectives.

Borrowing

Each Fund, from time to time, may borrow from banks at prevailing interest rates as a temporary measure for extraordinary or emergency purposes. Any such borrowings will be consistent with the restrictions set out in this registration statement and applicable 1940 Act rules and regulations.

Repurchase Agreements

Each Fund may enter into repurchase agreements subject to resale to a bank or dealer at an agreed upon price which reflects a net interest gain for the Fund. Repurchase agreements entail a Fund’s purchase of a fund eligible security from a bank or broker-dealer that agrees to repurchase the security at the Fund’s cost plus interest within a specified time (normally one day). Repurchase agreements permit an investor to maintain liquidity and earn income over periods of time as short as overnight. The term of such an agreement is generally quite short, possibly overnight or for a few days, although it may extend over a number of months (up to one year) from the date of delivery. A Fund will receive interest from the institution until the time when the repurchase is to occur.

Under the 1940 Act, repurchase agreements are considered to be loans by the purchaser collateralized by the underlying securities. Each Fund will receive as collateral U.S. “government securities,” as such term is defined in the 1940 Act, including securities of U.S. government agencies, or other collateral that the Funds’ investment advisor (the “Advisor”) deems appropriate, whose market value is equal to at least 100% of the amount invested by the Fund, and each Fund will make payment for such securities only upon the physical delivery or evidence by book entry transfer to the account of its custodian. If the seller institution defaults, a Fund might incur a loss or delay in the realization of proceeds if the value of the collateral securing the repurchase agreement declines and it might incur disposition costs in liquidating the collateral. The Funds attempt to minimize such risks by entering into such transactions only with well-capitalized financial institutions and specifying the required value of the underlying collateral.

Convertible Securities

The Tocqueville Fund and the Phoenix Fund may invest in convertible securities which may include corporate notes or preferred stock but are ordinarily long-term debt obligations of the issuer convertible at a stated exchange rate into common stock of the issuer. Convertible securities, until converted, have general characteristics similar to both debt and equity securities. As with all debt securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the price of the convertible security tends to reflect the value of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis, and thus may not depreciate to the same extent as the underlying common stock. Convertible securities rank senior to common stocks on an issuer’s capital structure and are consequently of higher quality and generally entail less risk than the issuer’s common stock.

Corporate Reorganizations

The Phoenix Fund may invest in securities for which a tender or exchange offer has been made or announced and in securities of companies for which a merger, consolidation, liquidation or reorganization proposal has been announced if, in the judgment of the portfolio managers, there is reasonable prospect of capital appreciation significantly greater than the brokerage and other transaction expenses involved. The primary risk of such investments is that if the contemplated transaction is abandoned, revised, delayed or becomes subject to unanticipated uncertainties, the market price of the securities may decline below the purchase price paid by the Fund.

In general, securities which are the subject of such an offer or proposal sell at a premium to their historic market price immediately prior to the announcement of the offer or proposal. However, the increased market price of such securities may also discount what the stated or appraised value of the security would be if the contemplated transaction were approved or consummated. Such investments may be advantageous when the discount significantly overstates the risk of the contingencies involved; significantly undervalues the securities, assets or cash to be received by shareholders of the prospective company as a result of the contemplated transaction; or fails adequately to recognize the possibility that the offer or proposal may be replaced or superseded by an offer or proposal of greater value. The evaluation of such contingencies requires unusually broad knowledge and experience on the part of the portfolio managers which must appraise not only the value of the issuer and its component businesses, but also the financial resources and business motivation of the offeror as well as the dynamics of the business climate when the offer or proposal is in process.

Hedging Transactions

The Opportunity Fund may enter into hedging transactions. Hedging is a means of transferring risk which an investor does not desire to assume during an uncertain market environment. The Fund is permitted to enter into the transactions solely (a) to hedge against changes in the market value of portfolio securities or (b) to close out or offset existing positions. The transactions must be appropriate to the reduction of risk; they cannot be for speculation. In particular, the Fund may (i) write covered call options on securities and stock indices; and (ii) purchase put and call options on securities and stock indices. The Fund can employ new Hedging Instruments and strategies when they are developed, if those investment methods are consistent with a Fund’s investment objective and are permissible under applicable regulations governing the Fund.

To the extent the Fund uses Hedging Instruments which do not involve specific portfolio securities, offsetting price changes between the hedging instruments and the securities being hedged will not always be possible, and market value fluctuations of the Fund may not be completely eliminated. When using hedging instruments that do not specifically correlate with securities in a Fund, the Advisor will attempt to create a very closely correlated hedge.

The use of hedging instruments is subject to applicable regulations of the Securities and Exchange Commission (“SEC”), the exchanges upon which they are traded and the Commodity Futures Trading Commission (“CFTC”). In addition, the Fund’s ability to use hedging instruments may be limited by tax considerations.

Hedging strategies can be broadly categorized as “short hedges” and “long hedges.” A short hedge is the purchase or sale of a Hedging Instrument intended partially or fully to offset potential declines in the value of one or more investments held in a Fund’s investment portfolio. Thus, in a short hedge, a fund takes a position in a Hedging Instrument whose price is expected to move in the opposite direction of the price of the investment being hedged. A long hedge is the purchase or sale of a Hedging Instrument intended partially or fully to offset potential increases in the acquisition cost of one or more investments that the fund intends to acquire. Thus, in a long hedge, the Fund takes a position in a Hedging Instrument whose price is expected to move in the same direction as the price of the prospective investment being hedged.

Hedging Instruments on securities generally are used to hedge against price movements in one or more particular securities positions that a Fund owns or intends to acquire. Hedging Instruments on indices may be used to hedge broad market sectors.

Special Risks of Hedging Strategies. The use of Hedging Instruments involves special considerations and risks, as described below. Risks pertaining to particular Hedging Instruments are described in the sections that follow.

Successful use of most Hedging Instruments depends upon the Advisor’s ability to predict movements of the overall securities and interest rate markets, which requires different skills than predicting changes in the prices of individual securities. While the Advisor is experienced in the use of Hedging Instruments, there can be no assurance that any particular hedging strategy adopted will succeed.

There might be imperfect correlation, or even no correlation, between price movements of a Hedging Instrument and price movements of the investments being hedged. For example, if the value of a Hedging Instrument used in a short hedge increased by less than the decline in value of the hedged investment, the hedge would not be fully successful. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which Hedging Instruments are traded. The effectiveness of hedges, using Hedging Instruments on indices, will depend on the degree of correlation between price movements in the index and price movements in the securities being hedged.

To compensate for imperfect correlation, the Fund may purchase or sell Hedging Instruments in a greater dollar amount than the hedged securities or currency if the volatility of the hedged securities or currency is historically greater than the volatility of the Hedging Instruments. Conversely, the Fund may purchase or sell fewer contracts if the volatility of the price of the hedged securities or currency is historically less than that of the Hedging Instruments.

Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies also can reduce opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments. For example, if the Fund entered into a short hedge because the Advisor projected a decline in the price of a security in the Fund’s investment portfolio, and the price of that security increased instead, the gain from that increase might be wholly or partially offset by a decline in the price of the Hedging Instrument. Moreover, if the price of the Hedging Instrument declines by more than the increase in the price of the security, the Fund could suffer a loss. In either such case, the Fund would have been in a better position had it not hedged at all.

As described below, the Fund might be required to maintain assets as “cover,” maintain segregated accounts or make margin payments when it takes positions in Hedging Instruments involving obligations to third parties. If the Fund were unable to close out its positions in such Hedging Instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expired or matured. These requirements might impair the Fund’s ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time. The Fund’s ability to close out a position in a Hedging Instrument prior to expiration or maturity depends on the existence of a liquid secondary market or, in the absence of such a market, the ability and willingness of the other party to the transaction (“counterparty”) to enter into a transaction closing out the position. Therefore, there is no assurance that any hedging position can be closed out at a time and price that is favorable to the Fund.

Cover for Hedging Strategies. Some Hedging Instruments expose the Fund to an obligation to another party. The Fund will not enter into any such transactions unless it owns either (1) an offsetting (“covered”) position in securities, options, futures contracts or forward contracts or (2) cash and other liquid assets with a value, marked-to-market daily, sufficient at all times to cover its potential obligations to the extent not covered as provided in (1) above. The Fund will comply with SEC guidelines regarding cover for instruments and will, if the guidelines so require, set aside cash or other liquid assets in an account with the Fund’s custodian, in the prescribed amount.

Assets used as cover or otherwise held in an account cannot be sold while the position in the corresponding Hedging Instrument is open, unless they are replaced with other appropriate assets. As a result, the commitment of a large

portion of the Fund’s assets to cover in segregated accounts could impede its ability to meet redemption requests or other current obligations.

Writing Covered Call Options on Securities and Stock Indices

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

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

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

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

Purchasing Put and Call Options on Securities and Stock Indices

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

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

Risk Factors in Options Transactions

In considering the use of options, particular note should be taken of the following:

1.The value of an option position will reflect, among other things, the current market price of the underlying security, index or futures contract, the time remaining until expiration, the relationship of the exercise price to the market price, the historical price volatility of the underlying instrument and general market conditions. For this reason, the successful use of options depends upon the Advisor’s ability to forecast the direction of price fluctuations in the underlying instrument.

2.At any given time, the exercise price of an option may be below, equal to or above the current market value of the underlying instrument. Purchased options that expire unexercised have no value. Unless an option purchased by a Fund is exercised or unless a closing transaction is effected with respect to that position, a loss will be realized in the amount of the premium paid.

3.A position in an exchange-listed option may be closed out only on an exchange that provides a secondary market for identical options. Most exchange-listed options relate to futures contracts, stocks and currencies. The ability to establish and close out positions on the exchanges is subject to the maintenance of a liquid secondary market. Although a Fund intends to purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market will exist for any particular option at any specific time. In such event, it may not be possible to effect closing transactions with respect to certain options, with the result that the Fund would have to exercise those options that it has purchased in order to realize any profit.

Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size and strike price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. While this type of arrangement allows a Fund greater flexibility to tailor the option to its needs, OTC options generally involve greater risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are traded. Since closing transactions may be effected with respect to options traded in the OTC markets (currently the primary markets of options on debt securities) only by negotiating directly with the other party to the option contract, or in a secondary market for the option if such market exists, there can be no assurance that a Fund will in fact be able to close out an OTC option position at a favorable price prior to expiration. In the event of insolvency of the counterparty, a Fund might be unable to close out an OTC option position at any time prior to its expiration.

With respect to options written by a Fund, the inability to enter into a closing transaction may result in material losses to it. For example, because a Fund may maintain a covered position with respect to any call option it writes on a security, it may not sell the underlying security during the period it is obligated under such option. This requirement may impair the Fund’s ability to sell a portfolio security or make an investment at a time when such a sale or investment might be advantageous.

Activities in the options market may result in a higher portfolio turnover rate and additional brokerage costs; however, a Fund also may save on commissions by using options as a hedge rather than buying or selling individual securities in anticipation of market movements.

The risks of investment in options on indices may be greater than options on securities. Because index options are settled in cash, when a Fund writes a call on an index it cannot provide in advance for its potential settlement obligations by acquiring and holding the underlying securities. A Fund can offset some of the risk of writing a call index option by holding a diversified portfolio of securities similar to those on which the underlying index is based. However, the Fund cannot, as a practical matter, acquire and hold an investment portfolio containing exactly the same securities as underlie the index and, as a result, bears a risk that the value of the securities held will vary from the value of the index.

Even if a Fund could assemble an investment portfolio that exactly reproduced the composition of the underlying index, it still would not be fully covered from a risk standpoint because of the “timing risk” inherent in writing index options. When an index option is exercised, the amount of cash that the holder is entitled to receive is determined by the difference between the exercise price and the closing index level on the date when the option is exercised. As with other kinds of options, a Fund as the call writer will not learn that it has been assigned until the next business day at the earliest. The time lag between exercise and notice of assignment poses no risk for the writer of a covered call on a specific underlying security, such as common stock, because there the writer’s obligation is to deliver the underlying security, not to pay its value as of a fixed time in the past. So long as the writer already owns the underlying security, it can satisfy its settlement obligations by simply delivering it, and the risk that its value may have declined since the exercise date is borne by the exercising holder. In contrast, even if the writer of an index call holds securities that exactly match the composition of the underlying index, it will not be able to satisfy its assignment obligations by delivering those securities against payment of the exercise price. Instead, it will be required to pay cash in an amount based on the closing index value on the exercise date. By the time it learns that it has been assigned, the index may have declined, with a corresponding decline in the value of its investment portfolio. This “timing risk” is an inherent limitation on the ability of index call writers to cover their risk exposure by holding securities positions.

If a Fund has purchased an index option and exercises it before the closing index value for that day is available, it runs the risk that the level of the underlying index subsequently may change. If such a change causes the exercised option to fall out-of-the-money, the Fund will be required to pay the difference between the closing index value and the exercise price of the option (times the applicable multiplier) to the assigned writer.

Forward Foreign Currency Transactions

The Opportunity Fund may invest in forward foreign currency exchange contracts (“forward contract”). Forward contracts involve an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward foreign currency exchange contracts generally are established in the interbank market directly between currency traders (usually

large commercial banks or other financial institutions) on behalf of their customers. Certain types of forward foreign currency exchange contracts are now regulated as swaps by the CFTC and, although they may still be established in the interbank market by currency traders on behalf of their customers, such instruments now must be executed in accordance with applicable federal regulations. The regulation of such forward foreign currency exchange contracts as swaps is a recent development and there can be no assurance that the additional regulation of these types of derivatives will not have an adverse effect on the Fund that utilizes these instruments. A forward contract generally has no margin deposit requirement, and no commissions are charged at any stage for trades.

The Fund may enter into forward contracts for a variety of purposes in connection with the management of the foreign securities portion of its portfolio. The Fund’s use of such contracts will include, but not be limited to, the following situations:

First, when the Fund enters into a contract for the purchase or sale of a security denominated in or exposed to a foreign currency, it may desire to “lock in” the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying security transactions, the Fund will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received.

Second, when the Advisor believes that one currency may experience a substantial movement against another currency, including the U.S. dollar, it may enter into a forward contract to sell or buy the amount of the former foreign currency, approximating the value of some or all of the Fund’s portfolio securities denominated in or exposed to such foreign currency. Alternatively, where appropriate, a Fund may hedge all or part of its foreign currency exposure through the use of a basket of currencies, multinational currency units or a proxy currency where such currency or currencies act as an effective proxy for other currencies. In such a case, the Fund may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in or exposed to such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in the Fund.

The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Under normal circumstances, consideration of the prospect for currency parities will be incorporated into the diversification strategies. However, the Advisor to the Fund believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of the Fund will be served.

The Fund may enter into forward contracts for any other purpose consistent with the Fund’s investment objective and program. However, the Fund will not enter into a forward contract, or maintain exposure to any such contract(s), if the amount of foreign currency required to be delivered thereunder would exceed the Fund’s holdings of liquid securities and currency available for cover of the forward contract(s). In determining the amount to be delivered under a contract, the Fund may net offsetting positions.

At the maturity of a forward contract, the Fund may sell the portfolio security and make delivery of the foreign currency, or it may retain the security and either extend the maturity of the forward contract (by “rolling” that contract forward) or may initiate a new forward contract. If the Fund retains the portfolio security and engages in an offsetting transaction, the Fund will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the Fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency.

Should forward prices decline during the period between the Fund’s entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the Fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the Fund will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.

Although the Fund values its assets daily in terms of U.S. dollars, it does not intend to convert its holdings of foreign currencies into U.S. dollars on a daily basis. The Fund will convert foreign currencies to U.S. dollars and vice versa from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (“spread”) between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer.

Exclusion from Definition of Commodity Pool Operator

Pursuant to amendments by the CFTC to Rule 4.5 under the Commodity Exchange Act (“CEA”), the Advisor has filed a notice of exemption from registration as a “commodity pool operator” with respect to each Fund. The Funds and the Trust are therefore not subject to registration or regulation as a pool operator under the CEA. In order to claim the Rule 4.5 exemption, each Fund is limited in its ability to invest in commodity futures, options, certain currency transactions, swaps (including securities futures, broad-based stock index futures and financial futures contracts). As a result, in the future, each Fund will be more limited in its ability to use these instruments than in the past and these limitations may have a negative impact on the ability of the Advisor to manage each Fund, and on each Fund’s performance.

Warrants

Each Fund may invest in warrants (issued by U.S. and foreign issuers) which entitle the holder to buy equity securities at a specific price for a specific period of time. Warrants may be considered more speculative than certain other types of investments in that they do not entitle a holder to dividends or voting rights with respect to the securities which may be purchased nor do they represent any rights in the assets of the issuing company. Moreover, the value of a warrant does not necessarily change with the value of the underlying securities. Also, a warrant ceases to have value if it is not exercised prior to the expiration date. Warrants issued by foreign issuers may also be subject to the general risk associated with an investment in a foreign issuer, as set forth under “Risks Associated With Foreign Investments.”

Illiquid or Restricted Securities

The Tocqueville Fund and the Opportunity Fund may each invest up to 10% of their net assets in illiquid securities. The Phoenix Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that are not readily marketable or cannot be disposed of promptly within seven days and in the usual course of business without taking a materially reduced price. Illiquid securities may trade at a discount from comparable, more liquid investments. Investment of a Fund’s assets in illiquid securities may restrict the ability of the Fund to dispose of its investments in a timely fashion and for a fair price as well as its ability to take advantage of market opportunities. The risks associated with illiquidity will be particularly acute where a Fund’s operations require cash, such as when the Fund redeems shares or pays dividends, and could result in the Fund borrowing to meet short term cash requirements or incurring capital losses on the sale of illiquid investments.

Each Fund may invest in securities that are not registered (“restricted securities”) under the Securities Act of 1933, as amended (the “1933 Act”). Restricted securities may be sold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange nor traded in other established markets. In many cases, privately placed securities may not be freely transferable under the laws of the applicable jurisdiction or due to contractual restrictions on resale. As a result of the absence of a public trading market, privately placed securities may be less liquid and more difficult to value than publicly traded securities. To the extent that privately placed securities may be resold in privately negotiated transactions, the prices realized from the sales, due to illiquidity, could be less than those originally paid by a Fund or less than their fair market value. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded. If any privately placed securities held by a Fund are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. Certain of a Fund’s investments in private placements may consist of direct investments and may include investments in smaller, less seasoned issuers, which may involve greater risks. These issuers may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. In making investments in such securities, a Fund may obtain access to material nonpublic information, which may restrict the Fund’s ability to conduct portfolio transactions in such securities.

Although securities which may be resold only to “qualified institutional buyers” in accordance with the provisions of Rule 144A under the 1933 Act are technically considered “restricted securities,” the Funds may each purchase Rule 144A securities without regard to the limitation on investments in illiquid securities described above, provided that a determination is made that such securities have a readily available trading market. Each Fund may also purchase certain commercial paper issued in reliance on the exemption from regulations in Section 4(a)(2) of the 1933 Act (“4(a)(2) Paper”). The Advisor will determine the liquidity of Rule 144A securities and 4(a)(2) Paper under the supervision of the Board of Trustees (the “Board”). The liquidity of Rule 144A securities and 4(a)(2) Paper will be monitored by the Advisor, and if as a result of changed conditions, it is determined that a Rule 144A security or 4(a)(2) Paper is no longer liquid, a Fund’s holdings of illiquid securities will be reviewed to determine what, if any, action is required to assure that the Fund does not exceed its applicable percentage limitation for investments in illiquid securities.

Master Limited Partnerships

Each Fund may invest up to 5% of its net assets in equity securities of master limited partnerships (“MLPs”), and their affiliates. An MLP generally has two classes of partners, the general partner and the limited partners. The general partner normally controls the MLP through an equity interest plus units that are subordinated to the common (publicly traded) units for an initial period and then only converting to common if certain financial tests are met. As a motivation for the general partner to successfully manage the MLP and increase cash flows, the terms of most MLPs typically provide that the general partner receives a larger portion of the net income as distributions reach higher target levels. As cash flow grows, the general partner receives a greater interest in the incremental income compared to the interest of limited partners. The general partner’s incentive compensation typically increases to up to 50% of incremental income. Nevertheless, the aggregate amount distributed to limited partners will increase as MLP distributions reach higher target levels. Given this incentive structure, the general partner has an incentive to streamline operations and undertake acquisitions and growth projects in order to increase distributions to all partners.

MLP common units represent an equity ownership interest in a partnership, providing limited voting rights and entitling the holder to a share of the company’s success through distributions and/or capital appreciation. Unlike shareholders of a corporation, common unit holders do not elect directors annually and generally have the right to vote only on certain significant events, such as mergers, a sale of substantially all of the assets, removal of the general partner or material amendments to the partnership agreement. MLPs are required by their partnership agreements to distribute a large percentage of their current operating earnings. Common unit holders generally have first right to a minimum quarterly distribution prior to distributions to the convertible subordinated unit holders or the general partner (including incentive distributions). Common unit holders typically have arrearage rights if the minimum quarterly distribution is not met. In the event of liquidation, MLP common unit holders have first right to the partnership’s remaining assets after bondholders, other debt holders, and preferred unit holders have been paid in full. MLP common units trade on a national securities exchange or over-the-counter. Some limited liability companies (“LLCs”) may be treated as MLPs for federal income tax purposes. Similar to MLPs, LLCs typically do not pay federal income tax at the entity level and are required by their operating agreements to distribute a large percentage of their current operating earnings. In contrast to MLPs, LLCs have no general partner and there are no incentives that entitle management or other unit holders to increased percentages of cash distributions as distributions reach higher target levels. In addition, LLC common unit holders typically have voting rights with respect to the LLC, whereas MLP common units have limited voting rights. MLP common units and other equity securities can be affected by macroeconomic and other factors affecting the stock market in general, expectations of interest rates, investor sentiment towards MLPs or a MLP’s business sector, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer (in the case of MLPs, generally measured in terms of distributable cash flow). Prices of common units of individual MLPs and other equity securities can also be affected by fundamentals unique to the partnership or company, including earnings power and coverage ratios.

MLP convertible subordinated units are typically issued by MLPs to founders, corporate general partners of MLPs, entities that sell assets to the MLP, and institutional investors, and may be purchased in direct placements from such persons. The purpose of the convertible subordinated units is to increase the likelihood that during the subordination period there will be available cash to be distributed to common unit holders. Convertible subordinated units generally are not entitled to distributions until holders of common units have received specified minimum quarterly distributions, plus any arrearages, and may receive less in distributions upon liquidation. Convertible subordinated unit holders generally are entitled to a minimum quarterly distribution prior to the payment of incentive distributions to the general partner, but are not entitled to arrearage rights. Therefore, they generally entail greater risk than MLP common units. They are generally convertible automatically into the senior common units of the same issuer at a one-to-one ratio upon the passage of time or the satisfaction of certain financial tests. These units do not trade on a national exchange or over-the-counter, and there is no active market for convertible subordinated units. The value of a convertible security is a function of its worth if converted into the underlying common units.

Convertible subordinated units generally have similar voting rights to MLP common units. Because convertible subordinated units generally convert to common units on a one-to-one ratio, the price that a Fund could be expected to pay upon purchase or to realize upon resale is generally tied to the common unit price less a discount. The size of the discount varies depending on a variety of factors including the likelihood of conversion, and the length of time remaining to conversion, and the size of the block purchased.

MLP I-Shares represent an indirect investment in MLP I-units. I-units are equity securities issued to affiliates of MLPs, typically a limited liability company, that own an interest in and manage the MLP. The issuer has management rights but is not entitled to incentive distributions. The I-Share issuer’s assets consist exclusively of MLP I-units. Distributions by MLPs to I-unit holders are made in the form of additional I-units, generally equal in amount to the cash received by common unit holders of MLPs. Distributions to I-Shareholders are made in the form of additional I-Shares, generally equal in amount to the I-units received by the I-Share issuer. The issuer of the I-Share is taxed as a corporation for federal income tax purposes; however, the MLP does not allocate income or loss to the I-Share issuer. Accordingly,

investors receive a Form 1099, are not allocated their proportionate share of income of the MLPs and are not subject to state income tax filing obligations. The price of I-Shares and their volatility tend to be correlated to the price of common units, although the price correlation is not precise.

Temporary Investments

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

Investments in Debt Securities

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

U.S. Government Securities

The Funds may invest in some or all of the following U.S. government securities:

U.S. Treasury Bills - Direct obligations of the U.S. Treasury that are issued in maturities of one year or less. No interest is paid on Treasury bills; instead, they are issued at a discount and repaid at full face value when they mature. They are backed by the full faith and credit of the U.S. Government.

U.S. Treasury Notes and Bonds - Direct obligations of the U.S. Treasury issued in maturities that vary between one and thirty years, with interest normally payable every six months. These obligations are backed by the full faith and credit of the U.S. Government.

Treasury Inflation-Protected Securities (“TIPS”) – Fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. The interest rate on TIPS is fixed at issuance, but over the life of the bond this interest may be paid on an increasing or decreasing principal value that has been adjusted for inflation. Although repayment of the original bond principal upon maturity is guaranteed, the market value of TIPS is not guaranteed, and will fluctuate.

“Ginnie Maes” – Debt securities issued by a mortgage banker or other mortgagee which represent an interest in a pool of mortgages insured by the Federal Housing Administration or the Rural Housing Service or guaranteed by the Veterans Administration. GNMA guarantees the timely payment of principal and interest when such payments are due, whether or not these amounts are collected by the issuer of these certificates on the underlying mortgages. It is generally understood that a guarantee by GNMA is backed by the full faith and credit of the United States. Mortgages included in single family or multi-family residential mortgage pools backing an issue of Ginnie Maes have a maximum maturity of 30 years. Scheduled payments of principal and interest are made to the registered holders of Ginnie Maes (such as the Funds) each month. Unscheduled prepayments may be made by homeowners, or as a result of a default. Prepayments are passed through to the registered holder (such as the Funds, which reinvest any prepayments) of Ginnie Maes along with regular monthly payments of principal and interest.

“Fannie Maes” – The FNMA is a government-sponsored corporation owned entirely by private stockholders that purchases residential mortgages from a list of approved seller/servicers, including state and federally chartered savings and loan associations, mutual savings banks, commercial banks, credit unions and mortgage banks. Fannie Maes are pass-through securities issued by FNMA that are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government.

“Freddie Macs” – The Federal Home Loan Mortgage Corporation (“FHLMC”) is a corporate instrumentality of the U.S. Government. Freddie Macs are participation certificates issued by FHLMC that represent an interest in residential mortgages from FHLMC’s National Portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but Freddie Macs are not backed by the full faith and credit of the U.S. Government.

Risks. U.S. Government securities generally do not involve the credit risks associated with investments in other types of fixed-income securities, although, as a result, the yields available from U.S. Government securities are generally lower than the yields available from corporate fixed-income securities. Like other debt securities, however, the values of U.S. Government securities change as interest rates fluctuate. Fluctuations in the value of portfolio securities will not affect interest income on existing portfolio securities but will be reflected in a Fund’s NAV. Since the magnitude of these fluctuations will generally be greater at times when a Fund’s average maturity is longer, under certain market conditions a Fund may, for temporary defensive purposes, accept lower current income from short-term investments rather than investing in higher yielding long-term securities.

Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. government) include FNMA and FHLMC. FNMA, a federally chartered and privately-owned corporation, issues pass-through securities representing interests in a pool of conventional mortgage loans. FNMA guarantees the timely payment of principal and interest but this guarantee is not backed by the full faith and credit of the U.S. government. FNMA is a government sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development and the U.S. Treasury. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally-chartered savings and loan associations, mutual savings banks, commercial banks and credit unions, and mortgage bankers. FHLMC, a federally chartered and privately-owned corporation, was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. FHLMC issues Participation Certificates (“PCs”) which represent interests in conventional mortgages from FHLMC’s national fund. FHLMC guarantees the timely payment of interest and ultimate collection of principal and maintains reserves to protect holders against losses due to default, but PCs are not backed by the full faith and credit of the U.S. government. As is the case with GNMA certificates, the actual maturity of and realized yield on particular FNMA and FHLMC pass-through securities will vary based on the prepayment experience of the underlying pool of mortgages.

In September 2008, FNMA and FHLMC were each placed into conservatorship by the U.S. government under the authority of the Federal Housing Finance Agency (“FHFA”), an agency of the U.S. government, with a stated purpose to preserve and conserve FNMA’s and FHLMC’s assets and property and to put FNMA and FHLMC in a sound and solvent condition. No assurance can be given that the purposes of the conservatorship and related actions under the authority of FHFA will be met.

FHFA has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment if FHFA determines that performance of the contract is burdensome and the repudiation of the contract promotes the orderly administration of FNMA’s or FHLMC’s affairs. FHFA has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC. FHFA also has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent, although FHFA has stated that is has no present intention to do so. In addition, holders of mortgage-backed securities issued by FNMA and FHLMC may not enforce certain rights related to such securities against FHFA, or the enforcement of such rights may be delayed, during the conservatorship.

The values of TIPS generally fluctuate in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of TIPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of TIPS. If inflation is lower than expected during the period a Fund holds TIPS, the Fund may earn less on the TIPS than on a conventional bond. If interest rates rise due to reasons other than inflation (for example, changes in currency exchange rates), investors in TIPS may not be protected to the extent that the increase is not reflected in the bonds’ inflation measure. There can be no assurance that the inflation index for TIPS will accurately measure the real rate of inflation in the prices of goods and services.

Money Market Instruments

The Funds may invest in “money market instruments,” which include, among other things, obligations issued or guaranteed by the United States Government, its agencies or instrumentalities, commercial paper rated in the highest grade by any nationally recognized rating agency, and certificates of deposit and bankers’ acceptances issued by domestic banks having total assets in excess of one billion dollars. Commercial paper may include variable and floating rate instruments. While there may be no active secondary market with respect to a particular instrument purchased by a Fund, a Fund may, from time to time as specified in the instrument, demand payment of the principal of the instrument or may

resell the instrument to a third party. The absence of an active secondary market, however, could make it difficult for a Fund to dispose of the instrument if the issuer defaulted on its payment obligation or during periods when a Fund is not entitled to exercise its demand rights, and a Fund could, for this or other reasons, suffer a loss with respect to such instrument.

Lower-Rated Securities

The Phoenix Fund may invest in fixed-income securities, including those rated BB or lower by S&P or Ba or lower by Moody’s, and unrated securities. Such securities are of below investment grade quality and are considered high yield, high risk securities, commonly known as junk bonds.

Investments in Other Investment Companies

Each Fund may invest in other investment companies. Under the 1940 Act, subject to certain exceptions, a Fund may not own more than 3% of the outstanding voting stock of an investment company, invest more than 5% of its total assets in any one investment company, or invest more than 10% of its total assets in the securities of investment companies. Such investments may include open-end investment companies, closed-end investment companies, unit investment trusts (“UITs”) and exchange-traded funds (“ETFs”). These limitations do not apply to investments in securities of companies that are excluded from the definition of an investment company under the 1940 Act, such as hedge funds or private investment funds. As the shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees. Such expenses are in addition to the expenses a Fund pays in connection with its own operations. The Advisor has agreed to waive its management fees with respect to the portion of a Fund’s assets invested in shares of any other portfolio of The Tocqueville Trust.

Exchange-Traded Funds

Each Fund may purchase shares of exchange-traded funds (“ETFs”). Most ETFs are investment companies. Therefore, a Fund’s purchases of ETF shares generally are subject to the limitations on, and the risks of, a Fund’s investments in other investment companies, which are described above under the heading “Investments In Other Investment Companies.”

An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of the ETF’s shares may trade at a discount to their net asset value; (2) an active trading market for an ETF’s shares may not develop or be maintained; or (3) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.

Real Estate Investment Trusts

The Funds may invest in Real Estate Investment Trusts (“REITs”). REITs are pooled investment vehicles that invest primarily in either real estate or real-estate-related loans. REITs involve certain unique risks in addition to those risks associated with investing in the real estate industry in general (such as possible declines in the value of real estate, lack of availability of mortgage funds, or extended vacancies of property). Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, risks of default by borrowers, and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemptions from registration under the 1940 Act.

REITs may have limited financial resources, may trade less frequently and in limited volume, and may be subject to more abrupt or erratic price movements than more widely held securities.

A Fund’s investment in a REIT may require the Fund to accrue and distribute income not yet received or may result in the Fund’s making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions by a Fund from a REIT will not qualify for the corporate dividends-received deduction or, generally, for treatment as qualified dividend income.

Investments in Small Unseasoned Companies

The Opportunity Fund and the Phoenix Fund may invest up to 5% of their total assets in small, less well-known companies, which (including predecessors) have operated less than three years. The securities of such companies may have limited liquidity.

Short Sales

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

The Phoenix Fund may make short sales of securities. A short sale is a transaction in which the Fund sells a security it does not own in anticipation that the market price of that security will decline. The Fund expects to make short sales both to obtain capital gains from anticipated declines in securities and as a form of hedging to offset potential declines in long positions in the same or similar securities. The short sale of a security is considered a speculative investment technique. When the Fund makes a short sale, it must borrow the security sold short and deliver it to the broker- dealer through which it made the short sale in order to satisfy its obligation to deliver the security upon conclusion of the sale. The Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any payments received on such borrowed securities. The Fund’s obligation to replace the borrowed security will be secured by collateral deposited with the broker-dealer, usually cash, U.S. Government securities or other liquid high grade debt obligations. The Fund will also be required to deposit in a segregated account established and maintained with the Fund’s custodian, liquid assets to the extent necessary so that the value of both collateral deposits in the aggregate is at all times equal to the greater of the price at which the security is sold short or 100% of the current market value of the security sold short. Depending on arrangements made with the broker-dealer from which it borrowed the security, the Fund may not receive any payments (including interest) on its collateral deposited with such broker-dealer. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will incur a loss. Although the Fund’s gain is limited to the price at which it sold the security short, its potential loss is theoretically unlimited. The market value of the securities sold short of any one issuer will not exceed either 5% of the Fund’s total assets or 5% of such issuer’s voting securities. The Fund will not make a short sale if, after giving effect to such sale, the market value of all securities sold short exceeds 20% of the value of its assets or the Fund’s aggregate short sales of a particular class of securities exceeds 20% of the outstanding securities of that class. The Fund may also make short sales “against the box” without respect to such limitations. In this type of short sale, at the time of the sale, the Fund owns or has the immediate and unconditional right to acquire at no additional cost the security.

Risks Associated with Foreign Investments

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

American Depository Receipts (“ADRs”) are negotiable receipts issued by a U.S. bank or trust company that evidence ownership of securities in a foreign company which have been deposited with such bank or trust company’s office or agent in a foreign country. European Depository Receipts (“EDRs”) are negotiable certificates held in the bank of one country representing a specific number of shares of a stock traded on an exchange of another country. Global Depository Receipts (“GDRs”) are negotiable certificates held in the bank of one country representing a specific number of shares of a stock traded on an exchange of another country. Canadian Depository Receipts (“CDRs”) are negotiable receipts issued by a Canadian bank or trust company that evidence ownership of securities in a foreign company which have been deposited with such bank or trust company’s office or agent in a foreign country.

Investing in ADRs, EDRs, GDRs, and CDRs presents risks that may not be equal to the risk inherent in holding the equivalent shares of the same companies that are traded in the local markets even though a Fund will purchase, sell and be paid dividends on ADRs, EDRs, GDRs, and CDRs in U.S. Dollars. These risks include fluctuations in currency exchange rates, which are affected by international balances of payments and other economic and financial conditions; government intervention; speculation; and other factors. With respect to certain foreign countries, there is the possibility of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability. A Fund may be required to pay foreign withholding or other taxes on certain ADRs, EDRs, GDRs, or CDRs that it owns, but investors may or may not be able to deduct their pro-rata share of such taxes in computing their taxable income, or take such shares as a credit against their U.S. federal income tax. ADRs, EDRs, GDRs, and CDRs may be sponsored by the foreign issuer or may be unsponsored. Unsponsored ADRs, EDRs, GDRs, and CDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities. Unsponsored GDRs, CDRs, EDRs and ADRs are offered by companies which are not prepared to meet either the reporting or accounting standards of the United States. While readily exchangeable with stock in local markets, unsponsored ADRs, EDRs, GDRs, and CDRs may be less liquid than sponsored ADRs, EDRs, GDRs, and CDRs. Additionally, there generally is less publicly available information with respect to unsponsored ADRs, EDRs, GDRs, and CDRs.

The value of a Fund’s investments denominated in foreign currencies may depend in part on the relative strength of the U.S. dollar, and the Fund may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate between foreign currencies and the U.S. dollar. When a Fund invests in foreign securities they will usually be denominated in foreign currency. A Fund may also directly hold foreign currencies and purchase and sell foreign currencies. Thus, a Fund’s net asset value per share will be affected by changes in currency exchange rates. Changes in foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains, if any, to be distributed to shareholders by a Fund. The rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign exchange markets. In addition, with regard to foreign securities, a significant event occurring after the close of trading but before the calculation of a Fund’s net asset value may mean that the closing price for the security may not constitute a readily available market quotation and may accordingly require that the security be priced at its fair value in accordance with the fair value procedures established by the Trust and in accordance with Rule 2a-5 under the 1940 Act. The Advisor will continuously monitor for significant events that may call into question the reliability of market quotations. Such events may include: situations relating to a single issue in a market sector; significant fluctuations in U.S. or foreign markets; natural disasters, armed conflicts, governmental actions or other developments not tied directly to the securities markets. Where the Advisor determines that an adjustment should be made in the security’s value because significant intervening events have caused a Fund’s net asset value to be materially inaccurate, the Advisor will seek to have the security “fair valued” in accordance with the Trust’s fair value procedures.

Special Risks Associated with Investments in Emerging Markets

In addition to the risks described above, the economies of emerging market countries may differ unfavorably from the United States economy in such respects as growth of domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments positions. Further, such economies generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by any trade barriers, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in countries with which they trade.

Each of the emerging market countries, including those located in Latin America, the Middle East, Asia and Eastern Europe, and frontier markets (emerging market countries in an earlier stage of development) may be subject to a substantially greater degree of economic, political and social instability and disruption than is the case in the U.S., Japan and most developed markets countries. This instability may result from, among other things, the following: (i) authoritarian governments or military involvement in political and economic decision making, including changes or attempted changes in governments through extra-constitutional means; (ii) popular unrest associated with demands for improved political, economic or social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; (v) ethnic, religious and racial disaffection or conflict; and (vi) the absence of developed legal structures governing foreign private investments and private property. Such economic, political and social instability could disrupt the principal financial markets in which a Fund may invest and adversely affect the value of a Fund’s assets. A Fund’s investments could in the future be adversely affected by any increase in taxes or by political, economic or diplomatic developments, including the impact of any economic sanctions. Investment opportunities within certain emerging markets, such as countries in Eastern Europe, may be considered “not readily marketable” for purposes of the limitation on illiquid securities set forth above.

Risks Associated with Investments in Gold Bullion and Other Precious Metals

The Tocqueville Fund is subject to the special risks associated with investing in gold and other precious metals, including (i) the price of gold or other precious metals may be subject to wide fluctuation; (ii) the market for gold or other precious metals is relatively limited; (iii) the sources of gold or other precious metals are concentrated in countries that have the potential for instability; and (iv) the market for gold and other precious metals is unregulated.

Gold bullion and other precious metals have at times been subject to substantial price fluctuations over short periods of time and may be affected by unpredictable monetary and political policies such as currency devaluations or revaluations, economic and social conditions within a country, trade imbalances, or trade or currency restrictions between countries. The prices of gold bullion and other precious metals, however, are less subject to local and company-specific factors than securities of individual companies. As a result, gold bullion and other precious metals may be more or less volatile in price than securities of companies engaged in precious metals-related businesses. Investments in gold bullion and other precious metals can present concerns such as delivery, storage and maintenance, possible illiquidity, and the unavailability of accurate market valuations. The Fund may incur higher custody and transaction costs for gold bullion and other precious metals than for securities. Also, gold bullion and other precious metals investments do not pay income.

The majority of producers of gold bullion and other precious metals are domiciled in a limited number of countries. Currently, the five largest producers of gold are China, Australia, Russia, the United States and Canada. Economic and political conditions in those countries may have a direct effect on the production and marketing of gold and on sales of central bank gold holdings.

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

Special Risks Related to Cyber Security

The Funds and their service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Funds and their service providers use to service the Funds’ operations; or operational disruption or failures in the physical infrastructure or operating systems that support the Funds and their service providers. Cyber-attacks against or security breakdowns of the Funds or their service providers may adversely impact the Funds and their shareholders, potentially resulting in, among other things, financial losses; the inability of Fund shareholders to transact business and the Funds to process transactions; inability to calculate the Funds’ NAV; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Funds may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause a Fund’s investment in such issuers to lose value. There can be no assurance that the Funds or their service providers will not suffer losses relating to cyber-attacks or other information security breaches in the future.

INVESTMENT RESTRICTIONS

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

If a percentage restriction is adhered to at the time of an investment, a later increase or decrease in percentage resulting from a change in values of portfolio securities or in the amount of a Fund’s assets will not constitute a violation of such restriction.

Each Fund classified as a diversified investment company will not purchase the securities of any issuer if, as a result, the Funds would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff. This policy may not be changed without shareholder approval.

For the Tocqueville Fund and the Opportunity Fund

The Funds may not:

1.issue senior securities;

2.concentrate greater than 25% of the value of a Fund’s assets will be invested in any one industry;

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

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

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

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

7.underwrite securities;

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

9.participate in a joint investment account.

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

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

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

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

4.invest in securities of foreign issuers unless otherwise permitted by the respective Fund’s investment objective and policy, if as a result a Fund would then have more than 25% of its total assets (taken at current value) invested in such foreign securities.

For the Phoenix Fund

The Fund may not:

1.Issue senior securities, except insofar as the Fund may be deemed to have issued a senior security in connection with any permitted borrowing.

2.Borrow money. This restriction shall not apply to: (i) short-term credits from banks as may be necessary for the clearance of purchases and sales of securities, and (ii) borrowings from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests that might otherwise require the untimely disposition of securities, in an amount up to 15% of the value of the Fund’s total assets (including the amount borrowed) less liabilities (not including the amount borrowed) at the time the borrowing was made. While borrowings exceed 5% of the value of the Fund’s total assets, the Fund will not make any investments. Interest paid on borrowings will reduce net income.

3.Underwrite the securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security.

4.Invest more than 25% of its assets in the securities of issuers in any single industry.

5.Purchase or otherwise acquire interests in real estate, real estate mortgage loans, commodities or commodity contracts, or interest in oil, gas or other mineral exploration or development programs.

6.Make loans, except through the purchase of debt securities, and by entry into repurchase agreements.

7.Acquire securities that are not readily marketable or repurchase agreements calling for resale within more than seven days if, as a result thereof, more than 15% of the value of its net assets would be invested in such illiquid securities.

8.Invest in securities of other investment companies, except (i) the Fund may purchase unit investment trust securities where such unit trusts meet the investment objectives of the Fund and then only up to 5% of the Fund’s net assets, except as they may be acquired as part of a merger, consolidation or acquisition of assets and (ii) further excepted as permitted by section 12(d) of the 1940 Act.

9.Pledge, mortgage, assign or encumber any of the Fund’s assets except to the extent necessary to secure a borrowing permitted by clause (2) made with respect to the Fund.

10.Purchase the securities of any one issuer, other than the U.S. Government or any of its agencies or instrumentalities, if immediately after such purchase more than 5% of the value of its total assets would be invested in such issuer or the Fund would own more than 10% of the outstanding voting securities of such issuer, except that up to 25% of the value of the Fund’s total assets may be invested without regard to such 5% and 10% limitations.

11.Participate on a joint or a joint and several basis in any securities trading account.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Trust’s Board of Trustees has adopted the Advisor’s policies and procedures relating to the disclosure of Fund portfolio holdings information (the “Policy”). The Policy prohibits the disclosure of portfolio holdings unless: (1) the disclosure is in response to a regulatory request and the Chief Compliance Officer (“CCO”) of the Funds has authorized such disclosure; (2) the disclosure is to a mutual fund rating or statistical agency or person performing similar functions where there is a legitimate business purpose for such disclosure and such entity has signed a confidentiality or similar agreement with the Funds or its agents and the CCO of the Funds has authorized such disclosure (procedures to monitor the use of any non-public information by these entities may include (a) annual certifications relating to the confidentiality of such information, or (b) the conditioning of the receipt of such information along with other representations, including an undertaking not to trade based on the information where such representations precede the transmittal of the information); (3) the disclosure is made to service providers involved in the investment process, administration or custody of the Trust, including its Board of Trustees; or (4) the disclosure is made pursuant to prior written approval of the CCO of the Funds. In determining whether to grant such approval, the CCO shall consider, among other things, whether there is a legitimate business purpose for the disclosure and whether the recipient of such information is subject to an agreement or other requirement to maintain the confidentiality of such information and to refrain from trading based on such information.

Any disclosure made pursuant to Item (4) above shall be reported to the Board at the next quarterly meeting. This policy also permits the Advisor and the Trust to disclose portfolio holdings in connection with (a) quarterly, semi-annual or annual report that is available to the public, or (b) other periodic disclosure that is publicly available. Subject to Items (1) to (4) above, executive officers of the Trust and Advisor are authorized to release portfolio holdings information. The

Advisor, the Trust and their respective executive officers shall not accept on behalf of themselves, their affiliates or the Funds any compensation or other consideration in connection with the disclosure of portfolio holdings of such Fund. This Policy may change at any time without prior notice to shareholders. Any suspected breach of this obligation is required to be reported immediately to the Trust’s CCO and to the reporting person’s supervisor.

Currently, the Trust does not maintain any ongoing arrangements with third parties pursuant to which non-public information about the Funds’ portfolio securities holdings, including information derived from such holdings (e.g., breakdown of portfolio holdings by securities type) is provided.

Portfolio holdings information may be provided to the Trust’s service providers on an as-needed basis in connection with the services provided to the Funds by such service providers. Information may be provided to these parties without a time lag. Service providers that may be provided with information concerning the Funds’ portfolio holdings include the Advisor and its affiliates, legal counsel, independent registered public accounting firm, custodian, fund accounting agent, financial printers, proxy voting service providers, broker-dealers who are involved in executing portfolio transactions on behalf of the Funds, and pricing information vendors. Portfolio holdings information may also be provided to the Trust’s Board of Trustees.

The entities to which the Funds provide portfolio holdings information, either by explicit arrangement or by virtue of their respective duties to the Funds, are required to maintain the confidentiality of the information provided. Neither the Funds nor the Advisor or its affiliates receives any compensation or other consideration in connection with these ongoing arrangements. There can be no guarantee that the Policy will be effective in preventing the potential misuse of confidential information regarding the Funds’ portfolio holdings by individuals or entities in possession of such information.

MANAGEMENT OF THE FUNDS

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

The Board has an Audit Committee that meets at least annually to select, oversee and set the compensation of the Trust’s independent registered public accounting firm (the “accountants”). The Audit Committee is responsible for pre- approving all audit and non-audit services performed by the accountants for the Trust and for pre-approving certain non- audit services performed by the accountants for the Advisor and certain control persons of the Advisor. The Audit Committee also meets with the Trust’s accountants to review the Trust’s financial statements and to report on its findings to the Board, and to provide the accountants the opportunity to report on various other matters. The Audit Committee also acts as the Trust’s qualified legal compliance committee. The members of the Audit Committee are Charles F. Gauvin, James W. Gerard and George Cooke. The Committee met three times during the fiscal year ended October 31, 2021.

The Board has a Governance and Nominating Committee comprised of Charles F. Gauvin, James W. Gerard and George Cooke to whose discretion the selection and nomination of trustees who are not “interested persons,” as defined in the 1940 Act, of the Trust is committed. The Governance and Nominating Committee met once during the fiscal year ended October 31, 2021. This Committee will consider any candidate for Trustee recommended by a current shareholder if the Committee is required by law to do so. The Trustees and officers and their principal occupations are noted below. The mailing address for each Trustee and officer is 40 West 57th Street, 19th Floor, New York, NY 10019.

Name and Age

Position(s) Held
with the Trust

Term of

Office and

Length of

Time

Served1

Principal Occupation(s)
During Past Five Years

Number
of Funds
in Fund
Complex
Overseen
By
Trustee

Other Directorships
Held by Trustee

INDEPENDENT TRUSTEES

Charles F. Gauvin
Year of Birth: 1956

Trustee; Member of Audit Committee; Member of Governance and Nominating Committee

Indefinite Term, Since February 2015

Independent consultant on strategy, leadership
and philanthropy, 2018 – present; Chief Development Officer, Woods Hole Oceanographic Institution, February 2016 – 2018.

Director, Bioqual, Inc., July 1992 – present.

Name and Age

Position(s) Held
with the Trust

Term of

Office and

Length of

Time

Served1

Principal Occupation(s)
During Past Five Years

Number
of Funds
in Fund
Complex
Overseen
By
Trustee

Other Directorships
Held by Trustee

James W. Gerard
Year of Birth: 1961

Trustee; Member of Audit Committee; Member of Governance and Nominating Committee

Indefinite Term, Since 2001

Managing Director, Hycroft Advisors, January 2010 – present; Managing Director, deVisscher & Co., LLC, January 2013 – present; The Chart Group, January 2001 – present.

President, American Overseas Memorial Day Association, 1998 – present; Trustee, Salisbury School, 2005 – present; Director, American Friends of Bleraucourt, 1992 – present; President, Little Baby Face Foundation, March 2015 – present.

George Cooke
Year of Birth: 1952

Trustee; Member of Audit Committee; Member of Governance and Nominating Committee

Indefinite Term, Since 2020

Business Development, Tocqueville Capital Management, June 2015 - April 2020.

None

INTERESTED TRUSTEES2 AND OFFICERS

Jeff Zatkowsky
Year of Birth: 1970

Treasurer

Indefinite Term, Since June 2021

Controller / Treasurer of Tocqueville Asset Management from February 2021 to present; CFO, SMT Financial Corp., December 2019 – February 2021; Controller, Summit Financial Corp., August 2014 - November 2019.

N/A

Robert W. Kleinschmidt

Year of Birth: 1949

President, and Trustee

Indefinite Term, Chairman Since 2016, and President and Trustee Since 1991

Chief Executive Officer, President and Chief Investment Officer, Tocqueville Asset Management; Director, Tocqueville Management Corporation, General Partner, Tocqueville Asset Management L.P. and Tocqueville Securities L.P., January 1994 – present.

President and Director, Tocqueville Management Corporation, the General Partner of Tocqueville Asset Management L.P. and Tocqueville Securities L.P.

Stephan Yevak
Year of Birth: 1959

Anti-Money
Laundering
Compliance
Officer

Indefinite
Term, Since
2018

Deputy Chief Compliance Officer, Tocqueville Securities, L.P. and Tocqueville Asset Management, August 2011 - present; Anti-Money Laundering Compliance Officer to both entities March 2018 - present.

N/A

Cleo Kotis
Year of Birth: 1975

Secretary

Indefinite Term, Since 2010

Director of Operations, the Delafield Group of Tocqueville Asset Management L.P., 2009 – present.

N/A

Name and Age

Position(s) Held
with the Trust

Term of

Office and

Length of

Time

Served1

Principal Occupation(s)
During Past Five Years

Number
of Funds
in Fund
Complex
Overseen
By
Trustee

Other Directorships
Held by Trustee

Charles Martin
Year of Birth: 1988

Chief Compliance Officer

Indefinite Term, Since 2020

Managing Director, Vigilant LLC, 2012 – present.

N/A

_______

1.Each Trustee will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Trustee and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Trustee resigns or retires, or a Trustee is removed by the Board of Trustees or shareholders, in accordance with the Trust’s By-Laws, as amended, and Agreement and Declaration of Trust, as amended. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualifies.

2.“Interested Person” of the Trust as defined in the 1940 Act. Mr. Kleinschmidt is considered an “interested person” because of his affiliation with the Advisor.

The Role of the Board

The Board oversees the management and operations of the Trust. Like most mutual funds, the day-to-day management and operation of the Funds is performed by various service providers to the Trust, such as the Trust’s Advisor, Distributor, Custodian, and Sub-Administrator, each of which is discussed in greater detail in this Statement of Additional Information.

The Board has appointed senior employees of the Advisor as officers of the Trust, with responsibility to monitor and report to the Board on the Trust’s operations. The Board receives quarterly reports from these officers and the Trust’s service providers regarding the Trust’s operations and more frequent reporting of issues identified by the officers as appropriate for immediate Board attention. The Advisor provides periodic updates to the Board regarding general market conditions and the impact that these market conditions may have on the Funds. The Board has appointed a Chief Compliance Officer who administers the Trust’s compliance program and regularly reports to the Board as to compliance matters. Some of these reports are provided as part of formal “Board Meetings” which are typically held quarterly, in person, and involve the Board’s review of recent Trust operations. The Board also holds special meetings when necessary and from time to time one or more members of the Board may also consult with management in less formal settings, between scheduled “Board Meetings”, to discuss various topics. In all cases, however, the role of the Board and of any individual Trustee is one of oversight and not of management of the day-to-day affairs of the Trust and its oversight role does not make the Board a guarantor of the Fund’s investments, operations or activities.

Board Structure, Leadership

The Board has structured itself in a manner that it believes allows it to perform its oversight function effectively. It has established two standing committees, an Audit Committee and a Governance and Nominating Committee, which are discussed in greater detail under “Management of the Funds” above. Currently, more than 75% of the members of the Board are Independent Trustees and each of the Audit and Governance and Nominating Committees is comprised entirely of Independent Trustees. The Independent Trustees help identify matters for consideration by the Board. The Board reviews its structure annually. The Board has also determined that the function and composition of the Audit and Governance and Nominating Committees are appropriate means to provide effective oversight on behalf of Trust shareholders and address any potential conflicts of interest that may arise from the Chairman’s status as an Interested Trustee.

Board Oversight of Risk Management

The Board oversees various elements of risk relevant to the business of the Trust. Risk is a broad category that covers many areas, including, without limitation, financial and investment risk, compliance risk, business and operational risk and personnel risk. The Board and its Committees receive and review various reports on such risk matters and discuss the results with appropriate management and other personnel. Because risk management is a broad concept comprised of many elements, Board oversight of different types of risks is handled in different ways. For example, the Audit Committee meets regularly with the Treasurer and the Trust’s independent public accounting firm and, when appropriate, with other personnel of the Advisor to discuss, among other things, the internal control structure of the Trust’s financial reporting function as well as other accounting issues. The Independent Trustees meet at least quarterly

with the Chief Compliance Officer to discuss compliance risks relating to the Trust, the Advisor and the other service providers. In addition, one of the Independent Trustees is a member of the Trust’s Valuation Committee. The full Board receives reports from the Advisor as to investment risks as well as other risks. The full Board also receives reports from the Audit Committee regarding the risks discussed during the committee meetings. Further, the Board discusses operational and administrative risk issues with the officers of the Trust who are also senior personnel of the Advisor.

Information about Each Trustee’s Qualification, Experience, Attributes or Skills

The Board believes that each of the Trustees has the qualifications, experience, attributes and skills (“Trustee Attributes”) appropriate to their continued service as a Trustee of the Trust in light of the Trust’s business and structure. In addition to a demonstrated record of business and/or professional accomplishment, most of the Trustees have served on boards for organizations other than the Trust, and have served on the Board for a number of years. They therefore have substantial board experience and, in their service to the Trust, have gained substantial insight as to the operation of the Trust and have demonstrated a commitment to discharging oversight duties as trustees in the interests of shareholders. The Board annually conducts a “self-assessment” wherein the effectiveness of the Board and individual Trustees is reviewed. In conducting its annual self-assessment, the Board has determined that the Trustees have the appropriate attributes and experience to continue to serve effectively as Trustees of the Trust.

In addition to the information provided in the charts above, certain additional information regarding the Trustees and their Trustee Attributes is provided below. The information is not all-inclusive. Many Trustee Attributes involve intangible elements, such as intelligence, integrity and work ethic, along with the ability to work together, to communicate effectively, to exercise judgment and ask incisive questions, and commitment to shareholder interests.

Mr. Gauvin has over 27 years of experience as a CEO and is well versed in managing a wide array of businesses and investment risks. Mr. Gauvin also has experience serving as a director for a life science research company and, in serving on this board, Mr. Gauvin has come to understand and appreciate the role of a director and has been exposed to many of the challenges facing a board and the appropriate ways of dealing with these challenges.

Mr. Gerard is experienced with financial, investment and regulatory matters through his position as a Managing Director of deVisscher & Co., LLC, as well as from his prior position as the Principal at Juniper Capital Group, LLC. Mr. Gerard has experience serving on the boards of numerous nonprofit organizations and in serving on these boards, Mr. Gerard has come to understand and appreciate the role of a director and has been exposed to many of the challenges facing a board and the appropriate ways of dealing with those challenges. Mr. Gerard has over 20 years of experience on the Board of the Trust and therefore understands the regulation, management and oversight of mutual funds. Mr. Gerard also serves as an Audit Committee Financial Expert for the Trust and is the Trustee representative of the Trust’s Valuation Committee.

Mr. Cooke is an experienced professional with knowledge of financial, investment and regulatory matters through his previous position as a Managing Director, European Equity Sales at Merrill Lynch, as well as from his prior positions as Head of European Equity sales and sales-trading at BNP Paribas and Helvea Inc. In addition, Mr. Cooke is a retired chartered accountant and stockbroker, with over 36 years of experience in the financial services industry. Mr. Cooke also serves as a member of the Trust’s Audit Committee and the Governance and Nominating Committee.

Mr. Kleinschmidt is the Chief Executive Officer and Chief Investment Officer of the Advisor. As Chief Executive Officer and Chief Investment Officer of the Advisor, Mr. Kleinschmidt has intimate knowledge of the Advisor and the Trust, its operations, personnel and financial resources. His position of responsibility at the Advisor, in addition to his knowledge of the firm, has been determined to be valuable to the Board in its oversight of the Trust. Mr. Kleinschmidt has over 30 years of experience on the Board of the Trust and therefore understands the regulation, management and oversight of mutual funds.

The following table shows the dollar range of Fund shares beneficially owned by each Trustee as of December 31, 2021:


Name of Trustee	Dollar Range of Equity Securities in each Fund		Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Director or Nominee in Family of Investment Companies
INDEPENDENT TRUSTEES:
Charles F. Gauvin	Tocqueville Fund Opportunity Fund The Phoenix Fund	$10,001 - $50,000 $10,001 - $50,000 $50,001 - $100,000	None
James W. Gerard	Tocqueville Fund Opportunity Fund The Phoenix Fund	Over $100,000 Over $100,000 Over $100,000	Over $100,000
George Cooke	Tocqueville Fund Opportunity Fund The Phoenix Fund	Over $100,000 Over $100,000 None	Over $100,000
INTERESTED TRUSTEES:
Robert W. Kleinschmidt	Tocqueville Fund Opportunity Fund The Phoenix Fund	Over $100,000 Over $100,000 Over $100,000	Over $100,000

The Trust does not pay remuneration to any officer of the Trust. For the fiscal year ended October 31, 2021, the Trust paid the Independent Trustees an aggregate of $162,500. Each Independent Trustee received $10,000(1) per Board meeting attended in person or via telephone, $3,000 per special Board meeting attended and $2,500 per Audit Committee meeting attended in person or via telephone. The Audit Committee Chairman and the Trustee serving on the Trust’s Valuation Committee were each paid an additional $2,500 per quarter. The Independent Trustees’ compensation is allocated by the Funds’ average net assets. See the Compensation Table.

The table below illustrates the compensation paid to each Trustee for the fiscal year ended October 31, 2021:


	Compensation Table
Name of Person, Position	Aggregate Compensation from Trust	Pension or Retirement Benefits Accrued as Part of Trust Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from Trust and Fund Complex Paid to Trustees
James W. Gerard, Independent Trustee	$67,500	$0	$0	$67,500
Charles F. Gauvin, Independent Trustee	$47,500	$0	$0	$47,500
George Cooke, Independent Trustee	$47,500	$0	$0	$47,500

Code of Ethics

The Trust and the Distributor have adopted codes of ethics pursuant to Rule 17j-1 of the 1940 Act and the Advisor has adopted a code of ethics pursuant to Rule 17j-1 of the 1940 Act and Rule 204A‑1 of the Investment Advisers Act of 1940, as amended. These codes of ethics restrict the personal securities transactions of access persons, as defined in the codes.

Proxy Voting Policies

The Board has delegated the responsibility to vote proxies to the Advisor, subject to the Board’s oversight. The Advisor’s proxy voting policies, attached as Appendix A, are reviewed periodically, and, accordingly are subject to change. The Trust’s voting records relating to portfolio securities for the 12 month period ended June 30, 2021, may be obtained upon request and without charge by calling 1-800-355-7307 and on the Securities and Exchange Commission’s website at http://www.sec.gov.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of January 31, 2022, the Advisor held discretion over shares of the Funds as follows:


The Tocqueville Fund			28.23%
The Opportunity Fund			32.14%
The Phoenix Fund			6.52%

As of January 31, 2022, the Trustees and officers as a group owned beneficially 10.67% of the Tocqueville Fund’s outstanding shares, 4.94% of the Opportunity Fund’s outstanding shares and 1.39% of the Phoenix Fund’s outstanding shares.

As of September 19, 2022, the following shareholders owned of record or beneficially 5% or more of each Fund’s shares:


The Tocqueville Opportunity Fund
Name and Address	% Ownership	Type of Ownership
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	58.39%	Record

Charles Schwab & Co., Inc. Attn: Mutual Funds 211 Main Street San Francisco, CA 94105-1905	11.11%	Record

Mid Atlantic Trust Company FBO Tocqueville Management Corporation 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222-4228	7.42%	Record

National Financial Services Corp. FBO Exclusive Benefit of Our Customers 499 Washington Boulevard, Floor 5 Jersey City, NJ 07310-2010	6.19%	Record


The Tocqueville Phoenix Fund
Name and Address	% Ownership	Type of Ownership
National Financial Services Corp. FBO Exclusive Benefit of Our Customers 499 Washington Boulevard, Floor 5 Jersey City, NJ 07310-2010	14.06%	Record

Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	13.57%	Record

Charles Schwab & Co., Inc. Special Custody A/C FBO Customers 211 Main Street San Francisco, CA 94105-1905	8.29%	Record

Morgan Stanley Smith Barney LLC FBO Exclusive Benefit of Our Customers 1 New York Plaza, Floor 12 New York, NY 10004-1965	6.02%	Record

State Street Bank TTEE Cust FBO ADP Access Product 1 Lincoln Street Boston, MA 02111-2901	5.42%	Record

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisory Agreements

Tocqueville Asset Management L.P., 40 West 57th Street, 19th Floor, New York, New York 10019, acts as the investment advisor to each Fund under a separate investment advisory agreement (each an “Agreement” and together, the “Agreements”). Each Agreement provides that the Advisor identify and analyze possible investments for each Fund, determine the amount and timing of such investments, and the form of investment. The Advisor has the responsibility of monitoring and reviewing each Fund’s portfolio, and, on a regular basis, to recommend the ultimate disposition of such investments. It is the Advisor’s responsibility to cause the purchase and sale of securities in each Fund’s portfolio, subject at all times to the policies set forth by the Trust’s Board of Trustees. In addition, the Advisor also provides certain administrative and managerial services to the Funds. Tocqueville Securities L.P., the Funds’ distributor is an affiliate of the Advisor.

Under the terms of the Agreements, each Fund pays all of its expenses (other than those expenses specifically assumed by the Advisor and the Fund’s distributor) including the costs incurred in connection with the maintenance of its registration under the 1933 Act, as amended, and the 1940 Act, printing of prospectuses distributed to shareholders, taxes or governmental fees, brokerage commissions, custodial, transfer and shareholder servicing agents, expenses of outside counsel and independent registered public accounting firm, preparation of shareholder reports, and expenses of Trustee and shareholder meetings. Each Agreement may be terminated without penalty on 60 days’ written notice by a vote of the majority of the Trust’s Board of Trustees or by the Advisor, or by holders of a majority of each Fund’s outstanding shares.

The Board, including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust or the Advisor, most recently approved the Agreements for each of the Funds for an additional one- year period on September 16, 2021. The Agreements may be continued in force from year to year, provided that such Agreements are approved by a majority vote of the Trust’s outstanding voting securities or by the Board, and by a majority of the Trustees who are not parties to the Agreements or interested persons of any such party, by votes cast in person at a meeting specifically called for such purpose.

In determining whether to approve the continuance of the Agreements, the Board considered information about the Advisor, the performance of the Funds and certain additional factors that the Board deemed relevant. A discussion regarding the basis of the Board’ approval of the continuation of the Agreements for each of the Funds is available in the Funds’ annual report to shareholders for the fiscal year ended October 31, 2021.

Advisory Fees

For the performance of its services under the Agreements, the Advisor receives a fee from each Fund, calculated daily and payable monthly, at an annual rate of: (1) for the Tocqueville Fund, 0.75% on the first $1 billion of the average daily net assets of the Tocqueville Fund, and 0.65% of the average daily net assets in excess of $1 billion; (2) for the Opportunity Fund, 0.75% on the first $500 million of the average daily net assets of the Opportunity Fund, and 0.65% of the average daily net assets in excess of $500 million; and (3) for the Phoenix Fund, 0.80% on the first $250 million of the average daily net assets of the Phoenix Fund, 0.75% of the average daily net assets on the next $250 million, 0.70% of the average daily net assets on the next $500 million, and 0.65% of the average daily net assets over $1 billion. Each fee is accrued daily for the purposes of determining the offering and redemption price of such Fund’s shares. In addition, with respect to each of the Funds, the Advisor has contractually agreed to waive its advisory fees and/or reimburse expenses in order to ensure that each Fund’s total annual operating expenses does not exceed 1.25% of its average daily net assets. These Expense Limitation Agreements will remain in effect until at least March 1, 2023.

The following table indicates the amounts that the Funds paid to the Advisor under the Agreements for the last three fiscal years. For the Tocqueville Fund, the table also shows the amounts of the advisory fee waived under the expense limitation arrangement described above.


The Tocqueville Fund
Fiscal Year Ended	Advisory Fee	(Waiver)	Advisory Fee After Waiver
October 31, 2021	$2,207,037	$(273,697)	$1,933,340
October 31, 2020	$1,957,041	$(336,277)	$1,620,764
October 31, 2019	$2,040,260	$(122,015)	$1,918,245


The Opportunity Fund
Fiscal Year Ended	Advisory Fee	(Waiver)	Advisory Fee After Waiver
October 31, 2021	$771,393	$(148,797)	$622,596
October 31, 2020	$630,443	$(191,461)	$438,982
October 31, 2019	$661,300	$(116,366)	$544,934


The Phoenix Fund
Fiscal Year Ended	Advisory Fee	(Waiver)	Advisory Fee After Waiver
October 31, 2021	$1,385,961	$(313,553)	$1,072,408
October 31, 2020	$1,165,357	$(364,380)	$800,977
October 31, 2019	$1,555,225	$(272,121)	$1,283,104

Portfolio Managers

Set forth below is information regarding the individuals identified in the prospectus as primarily responsible for the day-to-day management of the Funds (“Portfolio Managers”). All asset information is as of October 31, 2021.

Management of Other Accounts. The table below shows the number of other accounts managed by each Portfolio Manager and the total assets in the accounts in each of the following categories: registered investment companies, other pooled investment vehicles and other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.


Name of Portfolio Manager	Number of Other Accounts Managed and Total Assets by Account Type			Number of Accounts and Total Assets for Which Advisory Fee is Performance Based
	Registered Investment Companies	Other Pooled Investment Vehicles	Other Accounts	Registered Investment Companies	Other Pooled Investment Vehicles	Other Accounts
Robert W. Kleinschmidt	0	9	38	0	0	0
	$0	$5,676,966	$1,550,846,213	$0	$0	$0
Paul Lambert	0	0	17	0	0	0
	$0	$0	$12,511,473	$0	$0	$0
James Maxwell	0	1	2	0	1	0
	$0	$6,410,017	$25,817,950	$0	$6,410,017	$0
Michael V. Sellecchia	0	0	0	0	0	0
	$0	$0	$0	$0	$0	$0

Compensation. As of October 31, 2021, each of Messrs. Kleinschmidt, Lambert, Maxwell and Sellecchia, receive compensation in connection with his management of the Fund for which he acts as portfolio manager and other accounts identified above, which includes the following components: (1) base remuneration and (2) a discretionary annual bonus. In addition, Messrs. Kleinschmidt, Lambert, Maxwell and Sellecchia as shareholders of Tocqueville Management Corp (TMC), the General Partner of the Advisor, also receive compensation based upon the profitability of the firm.

Base Remuneration. The annual base remuneration can be a fixed or variable amount. Certain Portfolio Managers and the investment team members are paid a fixed remuneration out of the variable amount, which is discussed below. Mr. Maxwell receives a fixed remuneration. Messrs. Kleinschmidt, Lambert and Sellecchia will receive a variable remuneration. The variable amount is calculated using the amount of investment advisory fees collected by the Advisor each month, in arrears, derived from the value of the portfolio assets of accounts (including the Funds), for which these individuals are Portfolio Managers. These Portfolio Managers will receive the balance of any respective variable amounts remaining as their compensation, after payment of the fixed amounts to the Portfolio Managers mentioned above and other members of the investment team and certain other expenses.

Bonus. Each Portfolio Manager is eligible to receive a discretionary annual bonus in addition to his base remuneration. The level of the discretionary bonus is determined by the General Partner based upon a number of factors,

including the firm’s profitability, the expansion of the client account base, the securities market environment for the respective period, the portion of revenue generated by the work and effort of the Portfolio Manager, the involvement of the Portfolio Manager in the investment management functions of the Advisor, his role in the development of other investment professionals and his work relationship with support staff, and his overall contribution to strategic planning and his input in decisions for the Advisor’s group of investment managers.

Potential Conflicts of Interest. As reflected above, the Portfolio Managers may manage other accounts in addition to the Funds. A Portfolio Manager’s management of these other accounts may give rise to potential conflicts of interest. The Advisor has adopted policies and procedures that are designed to identify and minimize the effects of these potential conflicts, however, there can be no guarantee that these policies and procedures will be effective in detecting potential conflicts, or in eliminating the effects of any such conflicts.

Certain components of the Portfolio Managers’ compensation structure may also give rise to potential conflicts of interest to the extent that a Portfolio Manager may have an incentive to favor or devote more effort in managing accounts that impact, or impact to a larger degree, their overall compensation. As reflected above, each Portfolio Manager’s base remuneration is based on total advisory fees collected each month, in arrears, for those accounts managed by such Portfolio Manager, including the Funds. As a result, since their base remuneration is directly tied to the percentage of the advisory fee charged to the accounts, including the Funds, the Portfolio Managers may have an incentive to favor accounts where the Advisor charges a higher advisory fee and those accounts that have a larger asset base to the disadvantage of other accounts that have a lower advisory fee and those accounts with lower total net assets. Compensation depends on the performance of these other accounts. As a result, since the incentive fee is directly tied to the performance of these other accounts, these Portfolio Managers may have an incentive to favor these accounts to the disadvantage of the Funds they manage.

In addition, as described above, certain Portfolio Managers are paid a discretionary annual bonus and the level of the discretionary annual bonus is determined, in part, based upon the Advisor’s profitability. Such profits are generally derived from the fees the Advisor receives for managing all of its investment management accounts. To the extent that accounts other than the Funds have the potential to generate more profits for the Advisor than the Funds, the Portfolio Managers may have an incentive to favor such other accounts.

Because Portfolio Managers manage multiple accounts with similar objectives, and thus frequently purchase and sell the same securities for such accounts, certain allocation issues may arise. In particular, if a Portfolio Manager identifies a limited investment opportunity which may be suitable for more than one Fund or account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. In addition, in the event a Portfolio Manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. The Advisor has adopted policies and procedures that are designed to manage the risk that an account could be systematically advantaged or disadvantaged in connection with the allocation of investment opportunities and aggregation of trade orders. Nevertheless, there can be no assurance that such policies and procedures will be effective in preventing instances where one account is advantaged or disadvantaged over another.

Ownership of Fund Securities. The following reflects the level of investment by each Portfolio Manager in the Fund that they manage.


Dollar Value of Shares Owned Beneficially as of October 31, 2021
Name of Portfolio Manager	Tocqueville Fund	Opportunity Fund	Phoenix Fund
Robert W. Kleinschmidt	Over $1,000,000	Over $1,000,000	Over $1,000,000
Paul Lambert	None	$500,001 - $1,000,000	None
James Maxwell	$50,001 - $100,000	None	$500,001 - $1,000,000
Michael V. Sellecchia	None	None	$100,001 - $500,000

Distribution Agreement

Tocqueville Securities L.P. (the “Distributor”), 40 West 57th, 19th Floor, New York, New York 10019, serves as the Fund’s distributor and principal underwriter pursuant to the amended Distribution Agreement dated September 30, 2003. The Distributor is an affiliate of the Advisor. The Fund has appointed the Distributor to act as its underwriter to promote and arrange for the sale of shares of beneficial interest of the Fund to the public through its sales representatives and to investment dealers as long as it has unissued and/or treasury shares available for sale. The Distributor shall bear the expenses of printing and distributing prospectuses and statements of additional information (other than those prospectuses and statements of additional information required by applicable laws and regulations to be distributed to the

shareholders by the Fund and pursuant to any Rule 12b-1 distribution plan), and any other promotional or sales literature which are used by the Distributor or furnished by the Distributor to purchasers or dealers in connection with the Distributor’s activities. While the Distributor is not obligated to sell any specific amount of the Trust’s shares, the Distributor has agreed to devote reasonable time and effort to enlist investment dealers and otherwise promote the sale and distribution of Fund shares as well as act as Distributor for the sale and distribution of the shares of the Fund as such arrangements may profitably be made.

The continuance of the Distribution Agreement for the Funds as amended, was most recently approved by the Board, including a majority of the Trustees who are not “interested persons” of the Trust or the Distributor and who have no direct or indirect interest in the operation of the Distribution and Service Plans or in any related agreements at a meeting held on September 19, 2019. The Distribution Agreement will automatically terminate in the event of its assignment.

As further described under “Investment Advisory and Other Services — Distribution and Service Plans,” the Distributor may receive payments pursuant to the Funds’ Rule 12b‑1 plans.

Distribution and Service Plans

Each Fund has adopted a distribution and service plan pursuant to Rule 12b-1 of the 1940 Act (each a “Plan”). The Plans provide that a Fund pays Rule 12b-1 distribution and service fees of 0.25% per annum of such Fund’s average daily net assets. The Plans compensate the Distributor regardless of expenses actually incurred by the Distributor. The Plans are intended to benefit the Funds, among other things, by supporting the Funds’ distribution, which may increase their assets and reduce their expense ratios. The Independent Trustees have concluded that there is a reasonable likelihood that the Plans will benefit the Funds and their respective shareholders.

Each Plan provides that a Fund may finance activities which are primarily intended to result in the sale of each Fund’s shares, including, but not limited to, advertising, printing of prospectuses and reports for other than existing shareholders, preparation and distribution of advertising material and sales literature and payments to dealers and shareholder servicing agents including the Distributor who enter into agreements with each Fund or the Distributor.

The following table provides the total fees paid by each Fund pursuant to the Plans and the manner in which payments were made pursuant to the Plans for certain types of activities for the fiscal year ended October 31, 2021:


	Tocqueville Fund	Opportunity Fund	Phoenix Fund
Total fees paid by each Fund under the Plans:	$ 735,679	$ 257,130	$ 433,113
Breakdown of payments made pursuant to the Plans for certain types of activities:
Advertising:	$ 11,311	$ 3,983	$ 10,103
Printing and mailing of prospectuses to other than current shareholders:	$ 3,023	$ 1,060	$ 1,749
Compensation to underwriters:	$ 514,774	$ 136,840	$ 192,055
Compensation to broker-dealers:	$ 206,571	$ 115,247	$ 229,206
Compensation to sales personnel:	$ 0	$ 0	$ 0
Interest, carrying or other financing charges:	$ 0	$ 0	$ 0
Other:	$ 0	$ 0	$ 0

In approving the Plans in accordance with the requirements of Rule 12b‑1 under the 1940 Act, the Trustees (including the disinterested Trustees) considered various factors and have determined that there is a reasonable likelihood that the Plans will benefit the Funds and their shareholders. Each Plan will continue in effect from year to year if specifically approved annually by the vote of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of the Plans or in any agreements relating to the Plans. The continuance of the Plans for the Funds was most recently approved on September 19, 2019 by the Board. While the Plans remain in effect, the Trust’s Principal Financial Officer shall prepare and furnish to the Board a written report setting forth the amounts spent by each Fund under the Plan and the purposes for which such expenditures were made. The Plans may not be amended to increase materially the amount to be spent for distribution without shareholder approval and all material amendments to the Plans must be approved by the Board and by the disinterested Trustees cast in person at a meeting called specifically for that purpose. While the Plans are in effect, the selection and nomination of the disinterested Trustees shall be made by those disinterested Trustees then in office.

Administrative Services Agreement

The Advisor supervises administration of the Funds pursuant to an Administrative Services Agreement with each Fund. Under the Administrative Services Agreement, the Advisor supervises the administration of all aspects of each Fund’s operations, including each Fund’s receipt of services for which the Fund is obligated to pay, provides the Funds with general office facilities and provides, at each Fund’s expense, the services of persons necessary to perform such supervisory, administrative and clerical functions as are needed to effectively operate the Funds. Those persons, as well as certain officers and Trustees of the Funds, may be directors, officers or employees of (and persons providing services to the Funds may include) the Advisor and its affiliates. For these services and facilities, the Advisor receives a fee computed and paid monthly at an annual rate of: (i) 0.15% on the first $400 million of average daily net assets of each Fund; (ii) 0.13% on the next $600 million of average daily net assets of each Fund; and (iii) 0.12% on the average daily net assets of each Fund in excess of $1 billion.

The following table indicates the amounts paid to the Advisor under the Administrative Services Agreement for the last three fiscal years:


	Administration Fee Paid by the Funds for the Fiscal Years Ended October 31,
Name of Fund	2021	2020	2019
The Tocqueville Fund	$441,407	$391,408	$408,052
The Opportunity Fund	$154,279	$126,087	$132,260
The Phoenix Fund	$259,868	$218,504	$291,605

Sub-Administration Agreement

The Advisor has entered into a Sub-Administration Agreement (the “Sub-Administration Agreement”) with U.S. Bank Global Fund Services (the “Sub-Administrator”), which is located at 615 East Michigan Street, 2nd Floor, Milwaukee, Wisconsin 53202. Under the Sub‑Administration Agreement, the Sub-Administrator assists in supervising all aspects of the Trust’s operations except those performed by the Advisor under its advisory agreements with the Trust. The Sub-Administrator acts as a liaison among all Fund service providers; coordinates Trustee communication through various means; assists in the audit process; monitors compliance with the 1940 Act, state “Blue Sky” authorities, the SEC and the Internal Revenue Service; and prepares financial reports. For the services it provides, the Advisor pays the Sub- Administrator a fee based on the combined assets of all Funds in the Trust. The fee payable to the Sub-Administrator by the Advisor is calculated daily and payable monthly, at an annual rate of: (i) 0.05% on the first $400 million of the average daily net assets; (ii) 0.03% on the next $600 million of the average daily net assets; and (iii) 0.02% of the average daily net assets in excess of $1 billion. The Sub-Administrator also serves as the Funds’ transfer agent and dividend paying agent and provides the Funds with certain fulfillment, accounting and other services pursuant to agreements.

Custody Agreement

The Trust, on behalf of the Funds, has entered into an Amended and Restated Custody Agreement with U.S. Bank, N.A., a national banking association (the “Custodian”), which is located at 1555 N. River Center Drive, Suite 302, Milwaukee, Wisconsin 53212. Under the Amended and Restated Custody Agreement, the Custodian shall open and maintain in its trust department a custody account in the name of the Tocqueville Funds coupled with the name of the Fund, subject only to draft or order of the Custodian, in which the Custodian shall enter and carry all Securities, cash and other assets of such Fund which are delivered to it.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Subject to the supervision of the Board, decisions to buy and sell securities for each Fund are made by the Advisor. The Advisor is authorized to allocate the orders placed by it on behalf of a Fund to such unaffiliated brokers who also provide research or statistical material, or other services to the Fund or the Advisor for the Fund’s use. Such allocation shall be in such amounts and proportions as the Advisor shall determine and the Advisor will report on said allocations regularly to the Board indicating the unaffiliated brokers to whom such allocations have been made and the basis therefore. The Trustees have authorized the allocation of brokerage to affiliated broker-dealers on an agency basis to effect portfolio transactions. The Trustees have adopted procedures incorporating the standards of Rule 17e-1 of the 1940 Act, which require that the commission paid to affiliated broker-dealers must be “reasonable and fair compared to the commission, fee or other remuneration received, or to be received, by other brokers in connection with comparable transactions involving similar securities during a comparable period of time.” Although the Advisor believes that it properly discharges its obligations to achieve best execution for the Trust, it does not represent to the Funds that it will necessarily obtain the lowest possible commission charge on every trade. At times, a Fund may also purchase portfolio

securities directly from dealers acting as principals, underwriters or market makers. As these transactions are usually conducted on a net basis, no brokerage commissions are paid by the Fund.

In selecting a broker to execute each particular transaction, the Advisor will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker; the size and difficulty in executing the order; and the value of the expected contribution of the broker to the investment performance of the Funds on a continuing basis. Accordingly, the cost of the brokerage commissions to a Fund in any transaction may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board may determine, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty solely by reason of its having caused a Fund to pay an unaffiliated broker that provides research services to the Advisor for each Fund’s use of an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting the transaction, if the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the research service provided by such broker viewed in terms of either that particular transaction or the Advisor’s ongoing responsibilities with respect to the Funds. Neither the Funds nor the Advisor has entered into agreements or understandings with any brokers regarding the placement of securities transactions because of research services they provide. To the extent that such persons or firms supply investment information to the Advisor for use in rendering investment advice to the Funds, such information may be supplied at no cost to the Advisor and, therefore, may have the effect of reducing the expenses of the Advisor in rendering advice to the Funds. While it is difficult to place an actual dollar value on such investment information, its receipt by the Advisor probably does not reduce the overall expenses of the Advisor to any material extent. The practice of using commission dollars to pay for research services with execution services is commonly referred to as “soft dollars”.

This type of investment information provided to the Advisor is of the type described in Section 28(e) of the Securities Exchange Act of 1934 and is designed to augment the Advisor’s own internal research and investment strategy capabilities. The nature of research services provided takes several forms including the following: advice as to the value of securities, the advisability of investing in, purchasing or selling securities and the availability of securities or of purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and computerized valuation screens. The Advisor’s policy is to make an internal allocation of brokerage commissions to a limited number of brokers for economic research and for valuation models and screens. Another internal allocation is made to a limited number of brokers providing broad-based coverage of industries and companies, and also to brokers which provide specialized information on individual companies. Research services furnished by brokers through which the Funds effect securities transactions are used by the Advisor in carrying out its investment management responsibilities with respect to all its clients’ accounts.

The Funds are required to identify any securities of their “regular brokers or dealers” that a Fund has acquired during its most recent fiscal year. During the fiscal year ended October 31, 2021, the Funds acquired no such securities.

The Funds also are required to identify any agreement or understanding with a broker, to direct the Fund’s brokerage transactions to a broker because of research services provided, along with the amount of any such transactions and any related commissions paid by the Funds. During the fiscal year ended October 31, 2021, the Funds had no such directed brokerage transactions.

The following table indicates the amount of total brokerage commission on portfolio transactions paid by the Funds for the last three fiscal years:


	Brokerage Commissions Paid by the Funds for the Fiscal Years Ended October 31,
Name of Fund	2021	2020	2019
The Tocqueville Fund	$51,846	$101,765	$78,400
The Opportunity Fund	$58,518	$92,529	$211,755
The Phoenix Fund	$173,580	$209,518	$327,905

The following table indicates the aggregate dollar amount of brokerage commissions paid by the Funds to the Distributor for the last three fiscal years:


	Brokerage Commissions Paid to the Distributor for the Fiscal Years Ended October 31,
Name of Fund	2021	2020	2019
The Tocqueville Fund	$7,566	$13,915	$1,975
The Opportunity Fund	$2,270	$30,081	$63,906
The Phoenix Fund	$5,963	$4,900	$7,149

For the fiscal year ended October 31, 2021, the percentage of each Fund’s brokerage commissions paid to the Distributor and the aggregate dollar amount of transactions involving the payment of such commissions were as follows:


Name of Fund	% of Total Brokerage Commissions paid to the Distributor	% of Total Transactions involving the Payment of such Commissions
The Tocqueville Fund	14.59%	32.66%
		($27,648,340)
The Opportunity Fund	3.88%	1.74%
		($907,696)
The Phoenix Fund	3.44%	3.73%
		($3,223,885)

Allocation of Investments

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

CAPITAL STOCK AND OTHER SECURITIES

Organization and Description of Shares of the Trust

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

The Trust is not required to hold annual meetings of shareholders but will hold special meetings of shareholders. Under the Trust’s Declaration of Trust and By-laws, the shareholders have the power to vote with respect to the election of Trustees; the approval or termination of the Investment Advisory Agreement; the termination of the Trust; a material amendment of the Declaration of Trust, through the affirmative vote of the holders of a majority of the outstanding shares of each series affected by the amendment; regarding whether a claim should be brought derivatively or as a class action on behalf of the Trust or the shareholders to the same extent as the stockholders of a Massachusetts business corporation; and such additional matters as may be required by law or as the Trustees may consider necessary or desirable.

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

PURCHASE, REDEMPTION AND PRICING OF SHARES

Computation of Net Asset Value

Each Fund will determine the net asset value of its shares once daily as of the close of regular trading on the New York Stock Exchange (the “Exchange”) on each day that the Exchange is open for business. The net asset value is determined by dividing the market value of a Fund’s investments as of the close of trading plus any cash or other assets (including dividends receivable and accrued interest) less all liabilities (including accrued expenses) by the number of the Fund’s shares outstanding. Securities traded on the New York Stock Exchange or the American Stock Exchange will be valued at the last sale price, or if no sale, at the mean between the latest bid and asked price. Fund securities that are traded on the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”) will be valued at the NASDAQ Official Closing Price (“NOCP”) or, in the event the NOCP is not available, at the last sale price, or if no sale, at the mean between the latest bid and asked price. Securities traded in any other U.S. or foreign market shall be valued in a manner as similar as possible to the above, or if not so traded, on the basis of the latest available price. Securities sold short “against the box” will be valued at market as determined above; however, in instances where a Fund has sold securities short against a long position in the issuer’s convertible securities, for the purpose of valuation, the securities in the short position will be valued at the “asked” price rather than the mean of the last “bid” and “asked” prices. Investments in gold will be valued at the spot price of gold determined based on the mean of the last bid and asked prices (Bloomberg symbol “GOLDS”). Investments in silver will be valued on the basis of the closing spot prices of the New York Commodity Exchange. Investments in other precious metals will be valued at their respective market values determined on the basis of the mean between the last current bid and asked prices based on dealer or exchange quotations. Where there are no readily available quotations for securities they are valued in accordance with procedures established by the Board.

Purchase and Redemption of Shares

A complete description of the manner by which a Fund’s shares may be purchased and redeemed appears in the Prospectus under the headings “How to Purchase Shares of the Funds” and “How to Redeem Shares” respectively.

Investors may, if they wish, invest in the Funds through securities dealers with which they have accounts. Securities dealers may also designate their agents and affiliates as intermediaries to receive purchase and redemption orders on behalf of the Funds. The Funds will be deemed to have received a purchase or redemption order when the securities dealer or its designated agent or affiliate receives the order. Orders will be priced at a Fund’s net asset value next computed after the orders are received by the securities dealers or their designated agent or affiliate, subject to certain procedures with which the dealers or their agents must comply when submitting orders to the Fund’s transfer agent.

TAX MATTERS

The following is a summary of certain additional federal income tax considerations generally affecting each Fund and its shareholders that are not described in the Prospectuses. This summary is not intended to be a detailed explanation of the tax treatment of each Fund or its shareholders, and the discussions here and in the Prospectuses are not intended as substitutes for careful tax planning.

Qualification as a Regulated Investment Company

Each Fund has elected and intends to continue to qualify to be taxed on an annual basis as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a regulated investment company, a Fund is not subject to federal income tax on the portion of its investment company taxable income (i.e., taxable interest, dividends and other taxable ordinary income, net of expenses) and net capital gain (i.e., the excess of

net long-term capital gain over net short-term capital loss) that it distributes to shareholders, provided that it distributes at least the sum of 90% of its investment company taxable income (i.e., net investment income and the excess of net short-term capital gain over net long-term capital loss) and 90% of its net tax-exempt interest income, if any, for the taxable year, and satisfies certain other requirements of the Code that are described below. Distributions by a Fund made during the taxable year or, under specified circumstances in January of the subsequent year, will be considered distributions of income and gains of the taxable year for this purpose.

Each Fund must also satisfy asset diversification tests in order to qualify as a regulated investment company. Under these tests, at the close of each quarter of a Fund’s taxable year, at least 50% of the value of the Fund’s total assets must consist of cash and cash items (including receivables), U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Fund’s total assets in securities of any one issuer and does not hold more than 10% of the outstanding voting securities of any one issuer), and no more than 25% of the value of its total assets in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), in two or more issuers which the Fund controls (by owning at least 20% of such issuer’s outstanding voting securities) and which are engaged in the same, similar or related trades or businesses, or in the securities of one or more qualified publicly traded partnerships. Generally, an option (call or put) with respect to a security is treated as issued by the issuer of the underlying security not the issuer of the option.

In any given year, a Fund may use “equalization accounting” (in lieu of making some or all cash distributions) for purposes of satisfying the distribution requirements. A Fund that uses equalization accounting will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gain that it distributes in cash. If the Internal Revenue Service determines that a Fund’s allocation is improper and that the Fund has under-distributed its income and gain for any tax year, the Fund may be liable for federal income and/or excise tax, and, if the distribution requirement has not been met, may also be unable to continue to qualify for treatment as a regulated investment company (see discussion above on the consequences of a Fund failing to qualify for that treatment).

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

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

If the Fund failed to qualify as a regulated investment company for a period greater than two taxable years, the Fund may be required to recognize any built-in gains with respect to certain of its assets, i.e., the excess of the aggregate gains, including items of income, over aggregated losses that would have been realized with respect to such assets if a Fund had been liquidated, in order to qualify as a regulated investment company in a subsequent year.

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

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

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

money) with respect thereto) or (3) the asset is stock and the Fund grants an in-the-money qualified covered call option with respect thereto. In addition, a Fund may be required to defer the recognition of a loss on the disposition of an asset held as part of a straddle to the extent of any unrecognized gain on the offsetting position. Any gain recognized by a Fund on the lapse of, or any gain or loss recognized by a Fund from a closing transaction with respect to, an option written by the Fund will be treated as a short-term capital gain or loss. For the fiscal year ended October 31, 2021, no Funds had late year losses.

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

A Fund may purchase securities of certain foreign investment funds or trusts which constitute passive foreign investment companies (“PFICs”) for federal income tax purposes. In general, a foreign company is classified as a PFIC under the Code if at least one-half of its assets (based on a quarterly average) constitutes investment-type assets or if 75% or more of its gross income is investment-type income. If a Fund invests in a PFIC, it has three separate options. First, it may elect to treat the PFIC as a qualifying electing fund (a “QEF”), in which case it will each year have ordinary income equal to its pro rata share of the PFIC’s ordinary earnings for the year and long-term capital gain equal to its pro rata share of the PFIC’s net capital gain for the year, regardless of whether the Fund receives distributions of any such ordinary earnings or capital gains from the PFIC. Second, the Fund may make a mark-to-market election with respect to its PFIC stock. Pursuant to such an election, the Fund will include as ordinary income any excess of the fair market value of such stock at the close of any taxable year over its adjusted tax basis in the stock. If the adjusted tax basis of the PFIC stock exceeds the fair market value of such stock at the end of a given taxable year, such excess will be deductible as ordinary loss in the amount equal to the lesser of the amount of such excess or the net mark-to-market gains on the stock that the Fund included in income in previous years. The Fund’s holding period with respect to its PFIC stock subject to the election will commence on the first day of the following taxable year. If the Fund makes the mark-to-market election in the first taxable year it holds PFIC stock, it will not incur the tax described below under the third option.

Finally, if the Fund does not elect to treat the PFIC as a QEF and does not make a mark-to-market election, then, in general, (1) any gain recognized by the Fund upon a sale or other disposition of its interest in the PFIC or any “excess distribution” (as defined) received by the Fund from the PFIC will be allocated ratably over the Fund’s holding period in the PFIC stock, (2) the portion of such gain or excess distribution so allocated to the year in which the gain is recognized or the excess distribution is received shall be included in the Fund’s gross income for such year as ordinary income (and the distribution of such portion by the Fund to shareholders will be taxable as an ordinary income dividend, but such portion will not be subject to tax at the Fund level), (3) the Fund shall be liable for tax on the portions of such gain or excess distribution so allocated to prior years in an amount equal to, for each such prior year, (i) the amount of gain or excess distribution allocated to such prior year multiplied by the highest tax rate (individual or corporate, as the case may be) in effect for such prior year, plus (ii) interest on the amount determined under clause (i) for the period from the due date for filing a return for such prior year until the date for filing a return for the year in which the gain is recognized or the excess distribution is received, at the rates and methods applicable to underpayments of tax for such period, and (4) the distribution by the Fund to shareholders of the portions of such gain or excess distribution so allocated to prior years (net of the tax payable by the Fund thereon) will again be taxable to the shareholders as an ordinary income dividend.

Funds that realized income from investments in foreign assets may have to report income from foreign currency gains or losses as separate items of ordinary income or loss.

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

Excise Tax on Regulated Investment Companies

A 4% non-deductible excise tax is imposed on a regulated investment company that fails to distribute in each calendar year an amount equal to the sum of 98% of its ordinary income for such calendar year and 98.2% of capital gain net income for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year) and any deficiencies from distributions in prior years. The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a regulated investment company is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year.

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

Fund Distributions

Each Fund anticipates distributing substantially all of its investment company taxable income for each taxable year. To the extent distributions from a Fund are attributable to dividends received from U.S. corporations and certain foreign corporations, such reported distributions will be taxable to shareholders as qualified dividend income under current federal law and will qualify for the 20% maximum federal tax rate currently applicable to dividends received by individuals if certain holding periods are met. Distributions to some extent, including distributions attributable to dividends from real estate investment trusts, may not qualify for the 20% dividend tax rate.

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

Conversely, if a Fund decides to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the 21% federal corporate tax rate although in such a case it is expected that the Fund also will elect to have shareholders of record on the last day of its taxable year treated as if each received a distribution of his or her pro rata share of such gain, with the result that each shareholder will be required to report his or her pro rata share of such gain on his tax return as long-term capital gain, will receive a refundable tax credit for his pro rata share of tax paid by the Fund on the gain, and will increase the tax basis for his shares by an amount equal to the deemed distribution less the tax credit.

Dividends paid by the Tocqueville Fund and the Opportunity Fund with respect to a taxable year will qualify for the 70% dividends-received deduction generally available to corporations (other than corporations, such as S corporations, which are not eligible for the deduction because of their special characteristics and other than for purposes of special taxes such as the accumulated earnings tax and the personal holding company tax) to the extent of the amount of qualifying dividends received by the Fund from domestic corporations for the taxable year. Generally, a dividend received by the Fund will not be treated as a qualifying dividend (1) if it has been received with respect to any share of stock that the Fund has held for less than 46 days (91 days in the case of certain preferred stock), excluding for this purpose under the rules of the Code any period during which the Fund has an option to sell, is under a contractual obligation to sell, has made and not closed a short sale of, is the grantor of a deep-in-the-money or otherwise non-qualified option to buy, or has otherwise diminished its risk of loss by holding other positions with respect to, such (or substantially identical) stock; (2) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property; or (3) to the extent that the stock on which the dividend is paid is treated as debt-financed under the rules of Code Section 246A. The 46-day holding period must be satisfied during the 91- day period beginning 45 days prior to each applicable ex-dividend date; the 91-day holding period must be satisfied during the 181-day period beginning 90 days before each applicable ex-dividend date. Moreover, the dividends-received deduction for a corporate shareholder may be disallowed or reduced if certain provisions of the Code apply.

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

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

unrealized appreciation in the value of the assets of the Fund, distributions of such amounts will be taxable to the shareholder in the manner described above, although such distributions economically constitute a return of capital to the shareholder. The Funds may make taxable distributions even during periods in which share prices have declined. Tax considerations are not of primary importance in the investment and sale decisions of the Funds. You are responsible for paying your tax liabilities attributable to income you receive from a Fund.

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

Each Fund will be required in certain cases to withhold and remit to the U.S. Treasury backup withholding, currently at a rate of 24% set under Section 3406 of the Code for U.S. residents for dividends and capital gains, and the proceeds of redemption of shares, paid to any shareholder (1) who has failed to provide a correct taxpayer identification number, (2) who is subject to backup withholding for failure to properly report the receipt of interest or dividend income, or (3) who has failed to certify to the Fund that it is not subject to backup withholding or that it is a corporation or other “exempt recipient.” Backup withholding is not an additional tax and any amounts withheld may be credited against a shareholder’s ultimate federal income tax liability if proper documentation is provided.

Sale or Redemption of Shares

A shareholder will recognize gain or loss on the sale or redemption of shares of a Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder’s adjusted tax basis in the shares. All or a portion of any loss so recognized may be disallowed if the shareholder purchases other shares of a Fund within 30 days before or after the sale or redemption. In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of a Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. A redemption in kind is a taxable event to you. Under current law, long-term capital gain recognized by an individual shareholder will be taxed at a maximum federal rate of 20% if the holder has held such shares for more than 12 months at the time of the sale. However, any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income. Additionally, all or a portion of any loss so recognized may be disallowed if the shareholder purchases other shares of a Fund within 30 days before or after the sale or redemption.

Foreign Taxes

Investment income that may be received by a Fund from sources within foreign countries may be subject to foreign taxes withheld at the source. The United States has entered into tax treaties with many foreign countries which entitle a Fund to a reduced rate of, or exemption from, taxes on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of a Fund’s assets to be invested in various countries is not known. Some of a Fund’s investment income may be subject to foreign income taxes that are withheld at the source. Unless a Fund qualifies for and makes a special election, foreign taxes reduce net investment income of the Fund and are borne at the Fund level rather than passed through to shareholders under the applicable tax laws. If a Fund qualifies and meets certain legal requirements, it may pass-through these foreign taxes to shareholders. Shareholders may then claim a foreign tax credit or a foreign tax deduction for their share of foreign taxes paid. If more than 50% of the value of a Fund’s total assets at the close of its taxable year consists of the stock or securities of foreign corporations, the Fund may elect to “pass through” to the Fund’s shareholders the amount of foreign taxes paid by the Fund, subject to certain exceptions for a fund of funds structure. If a Fund so elects, each shareholder would be required to include in gross income, even though not actually received, his pro rata share of the foreign taxes paid by the Fund, but would be treated as having paid his pro rata share of such foreign taxes and would therefore be allowed to either deduct such amount in computing taxable income or use such amount (subject to various Code limitations) as a foreign tax credit against federal income tax (but not both). For purposes of the foreign tax credit limitation rules of the Code, each shareholder would treat as foreign source income his pro rata share of such foreign taxes plus the portion of dividends received from the Fund representing income derived from foreign sources. No deduction for foreign taxes could be claimed by an individual shareholder who does not itemize deductions. Each shareholder should consult his own tax advisor regarding the potential application of foreign tax credits.

Foreign Shareholders

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

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

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

In the case of a foreign shareholder other than a corporation, a Fund may be required to withhold U.S. federal income tax at a backup withholding rate of 24% on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholder furnishes the Fund with proper notification of his foreign status.

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

The Foreign Account Tax Compliance Act (“FATCA”)

A 30% withholding tax on your Fund’s distributions generally applies if paid to a foreign entity unless: (i) if the foreign entity is a “foreign financial institution,” it undertakes certain due diligence, reporting, withholding and certification obligations, (ii) if the foreign entity is not a “foreign financial institution,” it identifies certain of its U.S. investors or (iii) the foreign entity is otherwise excepted under FATCA. If applicable under the rules above and subject to any applicable intergovernmental agreements, withholding under FATCA is required generally with respect to distributions from the Fund, but under temporary regulations, on which taxpayers may rely until made final, amended or withdrawn, not with respect to gross proceeds on sales or capital gain distributions. If withholding is required under FATCA on a payment related to your shares, investors that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) on such payment generally will be required to seek a refund or credit from the IRS to obtain the benefits of such exemption or reduction. The Fund will not pay any additional amounts in respect to amounts withheld under FATCA. You should consult your tax advisor regarding the effect of FATCA based on your individual circumstances.

Effect of Future Legislation; State and Local Tax Considerations

The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the Treasury Regulations issued thereunder as in effect on the date of this SAI. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect. The Funds do not intend to seek any rulings from the IRS or other taxing authorities, or an opinion of tax counsel, with respect to any tax issues.

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

UNDERWRITERS

The Funds sell and redeem their shares on a continuing basis at their net asset value. They do not impose a charge for either purchases or redemptions. The Distributor does not receive an underwriting commission for any of the Funds. In effecting sales of Fund shares under the Distribution Agreement, the Distributor, as agent for the Fund, will solicit orders for the purchase of the Funds’ shares, provided that any subscriptions and orders will not be binding on the Funds until accepted by the Funds as principal.

The Glass-Steagall Act and other applicable laws and regulations prohibit banks and other depository institutions from engaging in the business of underwriting, selling or distributing most types of securities. On November 16, 1999, President Clinton signed the Gramm-Leach-Bliley Act, repealing certain provisions of the Glass-Steagall Act which have

restricted affiliation between banks and securities firms and amending the Bank Holding Company Act thereby removing restrictions on banks and insurance companies. The Gramm-Leach-Bliley Act grants banks authority to conduct certain authorized activity through financial subsidiaries. In the opinion of the Advisor, however, based on the advice of counsel, these laws and regulations do not prohibit such depository institutions from providing other services for investment companies such as the shareholder servicing and related administrative functions referred to above. The Trust’s Board of Trustees will consider appropriate modifications to the Trust’s operations, including discontinuance of any payments then being made under the Plans to banks and other depository institutions, in the event of any future change in such laws or regulations which may affect the ability of such institutions to provide the above-mentioned services. It is not anticipated that the discontinuance of payments to such an institution will result in loss to shareholders or change in a Fund’s net asset value. In addition, state securities laws on this issue may differ from the interpretations of federal law expressed herein and banks and financial institutions may be required to register as dealers pursuant to state law.

FINANCIAL STATEMENTS

The audited financial statements for the Funds for the fiscal year ended October 31, 2021, and the report thereon of Cohen & Company, Ltd., are incorporated by reference from the Trust’s Annual Report. The annual reports are available upon request and without charge by visiting the Funds’ website at www.tocquevillefunds.com or by calling 1-800-697-3863.

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Paul Hastings LLP, 200 Park Avenue, New York, New York 10166, is counsel for the Trust. Cohen & Company, Ltd., has been appointed independent registered public accounting firm for the Trust. Cohen & Company, Ltd., audits the Funds’ Annual Financial Statements and provides other related services.

SHAREHOLDER INQUIRIES

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

Appendix A

TOCQUEVILLE ASSET MANAGEMENT L.P.

PROXY VOTING POLICY GUIDELINES

Overview

It is impossible to establish policies so comprehensive as to address every issue presented for a proxy vote by either corporate management or shareholder proponents. Accordingly, Tocqueville has adopted “guidelines” that generally pertain to 95% of all proxy proposals presented. These guidelines do not dictate a particular result but rather provide the policy foundation for determining an appropriate course of action for voting proxies.

These guidelines are designed to be applicable to the proxy voting process for U.S. domestic corporations as well as to the proxy voting process for Canadian issuers. In light of the voting complexity, timing and cost as well as language barriers of voting proxies in multiple foreign jurisdictions, Tocqueville has determined that, as a matter of policy, it is the best interest of its clients to adopt the Global Proxy Voting Policies of Institutional Shareholder Services (“ISS”) as the voting policies for Tocqueville in exercising proxy votes outside the jurisdiction of the U.S. and Canada.

Due to the precatory nature of most shareholder proposals, latitude may be given to supporting resolutions that “request” the board of directors’ consideration of a particular corporate action or policy, whereas a stricter standard may be imposed if the shareholder proposal is a by-law amendment that, if approved, mandates implementation by the board.

When an issue is presented for the first time ever, Tocqueville may abstain until the there is an opportunity to analyze the subject matter for the adoption of a formal guideline.

In special matters, such as a “hostile” takeover, contested election of directors, proposed merger or acquisition, portfolio managers and equity research analysts of Tocqueville and proxy voting advisory research services will provide additional insight on the both the financial and corporate governance aspects of the situation. As always, the ultimate vote cast will be based on what Tocqueville determines to be in the best financial interest of its clients toward the maximization of shareholder value.

Guidelines on Management Proposals

Advanced Notice requirements for Shareholder Proposals Vote *case-by-case on advance notice proposals, giving support to those proposals which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably possible and within the broadest window possible, recognizing the need to allow sufficient notice for company, regulatory, and shareholder review. To be reasonable, the company’s deadline for shareholder notice of a proposal/nominations must be no earlier than 120 days prior to the anniversary of the previous year’s meeting and have a submittal window of no shorter than 30 days from the beginning of the notice period. The submittal window is the period under which shareholders must file their proposals/nominations prior to the deadline. In general, *Supports additional efforts by companies to ensure full disclosure regarding a shareholder proponent’s economic and voting position in the company so long as the informational requirements are reasonable and aimed at providing shareholders with the necessary information to review such proposals.

Appointment of Auditors Generally, *Supports the choice of auditors recommended by the independent audit committee of the board of directors, but prefers that there be a rotation of the firm auditing the company every ten (10) years. Such support may be withheld if (a) An auditor has a financial interest in or association with the company, and is therefore not independent; (b) There is reason to believe that opinion rendered by the independent auditor is neither accurate nor indicative of the company’s financial position; (c) Poor accounting practices are identified that rise to a serious level of concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures; or (d) Fees for non-audit services (“Other” fees) are excessive as determined by ISS.

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Classified/Staggered Boards *Supports the annual election of all directors. *Does not support the establishment of staggered terms or “classified” boards. However, support will not be withheld for the election of directors simply because the board is currently classified.

Confidential Ballot *Supports confidential voting by shareholders, and the use of independent tabulators and inspectors of election. *Supports proposals seeking to maintain the confidentiality of votes cast by proxy on uncontested matters, including a running tally of votes for and against. *Does not support any attempt to either circumvent or curtail the confidentiality of the voting process, or use information obtained during the voting process to influence the outcome of the voting. *Supports proposals requesting the adoption of a uniform method of vote tabulation to insure that the support for management and shareholder proposals be calculated in the same manner (e.g. If abstentions are excluded when calculating director support, abstentions should be excluded when calculating support for shareholder proposals).

Consent Proceedings/Special Meetings *Does not support the elimination or restriction of the shareholder right to solicit written consents for the removal and election of directors without a shareholder meeting. *Does not support restricting the ability or right of shareholders to call a special meeting of the company.

Contested Election of Directors*Case-by-case analysis will be undertaken to review the a) long term financial performance of the company, b) management’s track record, c) qualifications of both slates of candidates, d) basis for the proxy contest, e) likelihood of proposed objectives being met and f) ultimate best economic interest of all shareholders.

Cumulative Voting *Supports allowing shareholders to cast cumulative votes by multiplying the number of shares owned by the number of director candidates and casting the total vote for any individual or slate of candidates. Cumulative voting may result in a minority bloc of stock being represented on the board and may also provide the most effective means for getting a difference in viewpoint on the board.

Director Liability & Indemnification *Supports a limitation on director liability and increased indemnification provided there is an exception to such indemnity in the event of fraud or a violation of fiduciary duty by any director. In particular, Does not support any proposal that would affect a director’s liability for (a) breach of the duty of loyalty, (b) acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, (c) unlawful purchase or redemption of stock, (d) payment of unlawful dividends, or (e) receipt of improper personal benefits. *Supports indemnification of legal expenses of directors and officers who acted in good faith and for a purpose they reasonably believe to be in the corporation’s best interest. *Does not support increasing the indemnification of directors or officers for damages caused by violations of the duty of care.

Director Nomination by Shareholders The proposition that shareholders have an effective and equitable means of participating in the election of directors is one that we support if it is achieved with uniform application. The difficulty with addressing this topic via shareholder proposals is one of definition. Accepting that substantial long-term shareholders should have the means to nominate directors for inclusion in the company proxy statement, what is a reasonable amount and duration of such a holding? Until the SEC and/or state legislatures establish the nomination and election processes for directors and a uniform process is applicable to all corporations, we are not enthralled with the piecemeal approach to resolving this important governance issue. However, *Supports proposals seeking to authorize holders of 3% or more of outstanding shares for at least three years to nominate up to 25% of board seats available whose names would appear in the company proxy statement, for election to the Board. *Supports an additional limitation as to the number of shareholders that may aggregate holdings in order to meeting the ownership percentage threshold (i.e. no more than 20).

Dual Class Stock *Does not support the creation or extension of dual class or unequal voting rights stock which reduces the voting power of existing shareholders and concentrates significant power in management.

Election of Directors *Support for the election of directors will be based primarily on the long-term economic performance of the company, its corporate governance principles and practices and the maintenance of accountability & independence of the board of directors. A failure of the directors to

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exercise appropriate oversight of management or to advance the best financial interests of shareholders could result in the withholding of election support. Where less than 75% of the board is independent directors (as defined below): *Does not support the election of non-independent nominees or the members of the Nominating Committee. *Does not support the election of the Audit Committee Chair (or Audit Committee members if classified board and Audit Chair is not a current nominee) who fails to submit the appointment of auditors to shareholders for ratification. *Does not support the election of the Audit Committee Chair if the Audit Committee has selected auditors for which ratification is being withheld under the guideline for “Appointment of Auditors” noted above. In recognition of the substantial equity stake held by certain directors or shareholders, on a *case-by-case basis, director nominees who are or represent such shareholders may be supported under our board and committee independence policies provided the company has adopted independence and governance criteria identified by ISS. *As to individual directors, the failure of a director (except new nominees) to attend 75% of the meeting of the board and committees of which the director is a member, without justification (i.e., illness) will result in the *withholding of support. If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75% of the aggregate of his/her board and committee meetings during his/her period of service, *support will be withheld from the election of the director(s) in question. *Does not support election of directors, other than first time candidates, who have failed to personally invest their own funds in an equity position in the company. *Does not support the election of directors if the board has failed or refused to implement as corporate policy the resolve of a shareholder resolution which received the favorable vote of the majority of the votes cast during the preceding annual meeting. *Does not support the election of members of Governance Committee (or equivalent) or the entire Board if there is no governance Committee if the company’s charter or articles of incorporation impose an outright prohibition on the submission of binding shareholder proposals, or share ownership requirements or time holding requirements to file such by-law amendments are in excess of SEC Rule 14a-8. Vote against on an ongoing basis. We believe the shareholders’ ability to amend the bylaws is a fundamental right of ownership which should not be infringed upon. *Does not support the election of persons nominated for director who seek to serve on four or more public company boards of directors. *Does not support the election of a Chairman of the Board or the Chief Executive Officer of a company who serve on the board of more than one public company besides their own. Further, *support will be withheld for the election of (a) members of the Compensation Committee adopting executive compensation programs either too excessive or without regard for the financial performance of the company, (b) members of the Audit Committee if the company has corporate governance deficiencies or wrongdoings, (c) members of the Compensation Committee where the backdating of options was approved, or (d) the entire Board where it has failed to adopt corrective measures to re-price the backdated options or to recoup option gains on the backdated grants. *Support will be withheld for the election of the entire board of directors, if: the board adopts or renews a poison pill without shareholder approval, does not commit to putting it to shareholder vote within 12 months of adoption (or in the case of an newly public company, does not commit to put the pill to a shareholder vote within 12 months following the IPO), reneges on a commitment to put the pill to a vote or makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal or lowering the trigger without shareholder approval. *Support will be withheld from all director nominees if the pill, whether short-term or long-term, has a dead-hand or slow-hand feature.*Support will be withheld for the election of the entire board if: A company completes its initial public offering (IPO) with a multi-class capital structure (with unequal voting rights), a classified board, supermajority vote requirements to amend by-laws or charter or other governance provisions deemed contrary to shareholder interest and fails to either reverse such provisions or put each provision to a shareholder vote within three years after the completion of the IPO. *Does not support the election of directors nominated by slate ballot, which requires a vote being cast for all nominees collectively. This policy will not apply to contested director elections. *Does not support the adoption of bylaw provisions that would allow for the appointment of an alternate director, who has not been elected to the board by shareholders, to attend board or committee meetings in place of the duly elected director. *Does not support management proposals to limit the tenure of independent directors through mandatory retirement ages. *Supports proposals to remove mandatory age limits. Proposals to establish term limits will be reviewed on a *case-by-case basis taking into consideration

The Board’s rationale for adopting term/tenure limits;

The robustness of the company’s board evaluation process;

Whether the limit allows for a broad range of director tenures;

Whether the limit would disadvantage independent directors; and

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Whether the limit will be imposed evenly, and not allow for waiver in a discriminatory manner.

Certain principles of corporate governance can impact performance and therefore may be considered in determining whether to support the election of directors:

Seventy-five percent (75%) of directors should be non-management independents with no direct relationship with the company. Independence shall be evidence by (1) not being employed by the company or an affiliate in an executive capacity within the past three years, (2) not being or having been employed with a company or firm that is a paid advisor or consultant to the company, (3) having no personal services contract with the company, and (4) not being an immediate family member related to any current director or senior executive of the company or not being related to several employees of the company.

The audit committee, nominating committee and compensation committee of the board should be comprised entirely of non-management independent directors.

Directors should not take specific action considered particularly detrimental to shareholder interests; should not adopt excessive forms of compensation or severance agreements to protect economic interests of particular executives without approval of shareholders; and, should not adopt or implement excessive defensive measures that entrench management rather that protect shareholder value.

The plethora of compensation packages, products or arrangements that constitute poor or offensive compensation practices has expanded, virtually unchecked or challenged. Shareholders have reason to be outraged at excessive rewards having no relationship or relevance to performance or merit. We believe that such practices should prompt the *withholding of support for the Compensation Committee, and most likely the entire Board when we have identified:

Employment contracts having egregious multi-year guarantees of bonuses or grants

“Perks” excessively dominating compensation

There is a significant misalignment between CEO pay and company performance (“pay for performance”)

Performance metric or criteria being changed during the performance period

Outrageous pension payouts

Excessive severance or new hire compensation packages

Options backdating

Change-in-control payouts without loss of job or significant reduction of job responsibilities

The company fails to include a Say on Pay ballot item when required under SEC provisions, or under the company’s declared frequency of Say on Pay

The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions

Employee Stock Purchase Plans *Supports employee stock purchase plans provided that the plan is available to all employees, the purchase price is not less than 85% of the market price, employees are investing their own funds and the number of shares allocated for the plan does not excessively dilute the ownership interest of current shareholders.

Executive & Director Compensation Proposals to adopt or extend executive compensation plans are reviewed on a *case- by-case basis, but any compensation plan must have the overriding purpose of motivating corporate personnel through performance incentives and must not be unduly generous. However, *Does not support any compensation plan that excessively consumes corporate resources or is dilutive to earnings and asset values. Additional negative factors of a compensation plan include:

a) excessive dilution; b) options at below market prices; c) restricted stock giveaways awarding longevity rather than performance; d) stand-alone stock appreciation rights; e) loans or other forms of financial assistance to award holders; f) abusive change of control payments; g) excessive severance agreements; and h) blank-check authority to the administering committee to set or forgive terms as it desires.

Guided by analyses of performance metrics, peer group adoptions, a balance of fixed vs. performance driven compensation, excessive practices, board responsiveness to investor input and the ultimate board rationale for the Executive Compensation Plan proposed, such executive pay and practices proposals, as well certain aspects of outside director compensation, will be addressed on a case-by-case basis in

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accordance with guidance from ISS. However, *Does not support management say on pay (MSOP) proposals, the election of compensation committee members (or, in rare cases where the full board is deemed responsible, all directors including the CEO), and/or an equity-based incentive plan proposal if:

There is a misalignment between CEO pay and company performance (pay for performance);

The company maintains problematic pay practices;

The board exhibits poor communication and responsiveness to shareholders.

Director Compensation Equity ownership by directors is encouraged and a compensation structure should include shares of stock as a portion of the annual fee, however, *Does not support stock options for outside directors. *Does not support the creation of retirement benefits for outside directors. *Does not support granting bonuses or options to outside directors in the event of a “change of control”, but *Supports the acceleration of awards already granted to avoid a sacrifice of benefits in such an event.

Stock Option Plans *Does not support either the adoption or extension of stock option plans or plan amendments that result in excessive dilution. *Does not support omnibus stock option plans with multiple types of awards in one plan prohibiting the opportunity for shareholders to vote on the separate components of each plan. *Does not support the granting of stock appreciation rights that defeat the purpose of giving employees a long-term equity stake in the company. *Does not support stock depreciation rights that pay the employee cash when the market price of an option previously granted declines. *Does not support plans allowing for the repricing of underwater options (unless resulting from a market wide event over the short term rather than company specific poor performance) without shareholder approval. *Does not support option exercise pricing at below the market price of the stock on the date of grant. *Does not support the reloading of options so that the stock available under the plan automatically increases as the exercise of options increases. *Does not support the extension of the option exercise period more than three years beyond retirement affording retired executives unlimited upside profit potential from movement in the stock price that is unrelated to any effort of the executive to improve performance. *Does not support option plans that include an evergreen feature permitting automatic share replenishment or that is a rolling equity plan enabling auto-replenishment of share reserves without requiring periodic shareholder approval of at least every three years

Executive Loans Consistent with the Sarbanes-Oxley Act of 2002 prohibition against personal loans to corporate officers or directors, *Does not support company loans to executives/employees for use in paying for stock or stock options with a promissory note or to borrow money from the company. *Does not support a loan at rates substantially below market rates. *Does not support the forgiveness of loans upon termination or retirement. Any existing loans and action taken with regard to them must be fully disclosed to shareholders and have been made only pursuant to plans previously approved by the board of directors.

Incentive Compensation Plans *Does not support incentive compensation plans, such as restricted stock or cash equivalents, that are not specifically related to corporate and individual performance or tied to stated performance goals but are granted as a reward for continuing employment with the company a certain number of years.

Fair Price Amendments *Supports proposals that prohibit a two-tier pricing system by requiring anyone seeking to acquire a company to pay every shareholder a fair price. *Does not support such amendments if they are coupled or linked with a supermajority vote requirement or other anti-takeover defensive device.

Golden Parachute Compensation Proposals seeking shareholder approval of “golden parachute” compensation present complex and significant issues often requiring extensive analysis. While recognizing the need and equity of a severance package program, such programs should not be exorbitant or excessive. Guided by the terms of the programs and the ultimate board rationale for the package proposed, such proposals will be addressed on a case-by-case basis in accordance with analysis and guidance from ISS. Circumstances where the golden parachute vote is incorporated into a company’s separate advisory vote on compensation (management “say on pay”) will be viewed as a “linked or bundled proposal” resulting in a vote of *Does not support.

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Linked Proposals *Does not support proposals which link or bundle two or more elements or issues, that are not separately beneficial to shareholders, together in one proposal: such as when a proposal includes one or more elements that could have an adverse impact on shareholder value/rights or that violates a policy developed under these Guidelines, Such proposals can be used as either a means to disguise what is being sought or a form of coercion (i.e. a fair price amendment linked to a supermajority amendment or a corporate governance reform linked to the payment of a dividend).

Mergers & Acquisitions *Case-by-case analysis and evaluation will be conducted by the portfolio managers and equity analyst staff to determine whether the planned merger or acquisition is in the ultimate best financial interest of shareholders and our clients.

Private Placement Financing *Does not support proposals seeking blanket shareholder approval of the unrestricted issuance or the issuance of more than 10% of equity shares for private placement financing. Without having explanation and information on a specific placement, shareholders should not relinquish such broad discretion for equity financing to the board.

Poison Pills *Does not support the creation or extension of poison pills, involving the issuance of preferred stock purchase rights unilaterally declared as a dividend without shareholder approval, that can result in insulating incumbent management against competitive bids for the company. *Does not support any form of management entrenchment device and practice, thus poison pills presented for shareholder approval will not be supported.

Pre-emptive Rights *Does not support proposals seeking to eliminate the pre-emptive right of shareholders to maintain their proportional ownership position by having the first opportunity to purchase additional shares made available through a new public offering. Such rights not only reduce the negative impact of dilution otherwise caused by newly issued shares, but also preserve the voting interests of the shareholders.

Proxy Process *Does not support the elimination or restriction of shareholders’ access to the proxy process. Federal and state law authorizes the filing of shareholder resolutions that are limited in scope by the procedures of SEC Rule 14a-8, providing a means by which shareholders may pursue the accountability of directors and the future policy direction of the company.

Reincorporation *Supports proposals for reincorporation to another jurisdiction when a sound financial or business reason is demonstrated. *Does not support such proposals when posed as part of an anti-takeover defense or solely to limit directors’ liability.

Say on Climate Considering the scientific complexity of the subject matter, Say on Climate proposals submitted by management will be assessed on a case-by-case basis guided by the analysis of ISS and what we determine to be in the best interest of the shareholders.

Say on Pay *Supports shareholders having an annual opportunity to review, evaluate and have a “say” on executive pay practices. U.S. Domestic Issuers listed in different countries with multiple compensation proposals on the ballot pertaining to the same pay program will be assessed on a case-by-case basis using the following guiding principle: (1) align voting recommendations so as to not have inconsistent recommendations on the same pay program, and (2) use the policy perspective of the country in which the company is listed. However, if there is a compensation proposal on a ballot under which there is no applicable U.S. policy, the policy of the country requiring it to be on ballot will apply. This is a limited carve out; for U.S.-listed companies, most markets’ say-on-pay proposals will be viewed from a U.S. say-on-pay policy perspective.

Size of the Board *Supports the board of directors’ discretion, with shareholder approval, in setting the size of the board.

Shareholder Litigation Rights

Federal Forum Selection Provisions require that U.S. federal courts be the sole forum for shareholders to litigate claims arising under federal securities law. Generally, *Supports federal forum selection

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provisions in the charter or bylaws that specify “the district courts of the United States” as the exclusive forum for federal securities law matters, in the absence of serious concerns about corporate governance or board responsiveness to shareholders. *Does not support provisions that restrict the forum to a particular federal district court.

Exclusive Forum Provisions for State Law Matters in the charter or bylaws restrict shareholders’ ability to bring derivative lawsuits against the company, for claims arising out of state corporate law, to the courts of a particular state (generally the state of incorporation). Generally, *Supports charter or bylaw provisions that specify courts located within the state of Delaware as the exclusive forum for corporate law matters for Delaware corporations. For states other than Delaware, review *case-by-case on exclusive forum provisions, taking into consideration:

The stated rationale for adopting such a provision;

The breadth of application of the provision, including the types of lawsuits to which it would apply; and

Governance features such as shareholders’ ability to repeal the provision later and their ability to hold directors accountable through annual director elections.

Generally, *Does not support provisions that specify a state other than the state of incorporation as the exclusive forum for corporate law matters, or that specify a particular local court within the state.

Share Repurchase Programs *Supports proposals seeking approval of open-market share repurchase plans in which all shareholders may participate on equal terms or which grant the board authority to conduct open-market repurchases provided there is an absence of company-specific concerns regarding:

Greenmail,

The use of buybacks to inappropriately manipulate incentive compensation metrics,

Threats to the company’s long-term viability, or

Other company-specific factors as warranted.

In addition, based on analysis and recommendation of ISS will vote case-by-case on proposals to repurchase shares directly from specified shareholders.

Stakeholder Proposals *Does not support proposals seeking to redefine the “business judgment rule” and provide a wide range of director discretionary considerations as to the impact of corporate actions on its employees, customers, creditors and communicates. Allowing consideration of stakeholders can undermine the pre-eminence of shareholder rights and may have a negative impact on the company.

Stock Authorization Providing the board of directors with flexibility in changing financial conditions is desirable, but an increase of authorized stock as an anti-takeover defensive mechanism is not. *Supports an increase of authorized common stock only when management demonstrates a specific need or intent to meet immediate business needs (i.e., stock split, recapitalization or funding of employee stock purchase plan). *Does not support the authorization of or an increase in blank-check preferred stock unless management provides an explanation of the specific financial purpose and benefit of the issuance, and details all voting rights associated with the preferred stock. For companies treated as U.S. domestic issuers by the SEC, with a sole listing in the U.S., but which are required by the laws of the country of incorporation to seek approval for all share issuances. of general share issuance authorities (i.e. those without a specified purpose), *Supports the issuance of up to a maximum of twenty percent (20%) of currently issued capital, provided the duration of the authority is clearly disclosed and reasonable (i.e. up to three years). Share issuance mandates at dual-listed companies which are required to comply with listing rules in the country of incorporation will be evaluated and voted on pursuant to the ISS policy for that market.

Supermajority Amendments *Does not support proposals that would establish a supermajority vote threshold (higher than 2/3) for shareholder approval of any action of the board of directors, including but not limited to the adoption or amendment of the company charter or bylaws, or the merger with or acquisition of/by another corporate entity.

TARP Compensation Plans *Proposals seeking shareholder advisory votes on TARP Fund Compensation Plans present complex and significant issues requiring extensive analysis. As long as the shareholder vote continues to be non-binding; guided by analyses of performance metrics, peer group adoptions, a balance

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of fixed vs. performance driven compensation, excessive practices, board responsiveness to investor input and the ultimate board rationale for the Plan proposed, such proposals will be addressed on a case-by-case basis in accordance with guidance from ISS.

Virtual Shareholder Meetings Generally, *Supports management proposals allowing for the convening of shareholder meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances under which virtual-only meetings would be held, and to allow for comparable rights and opportunities for shareholders to participate electronically as they would have during an in-person meeting.

Guidelines on Shareholder Proposals

Auditor Independence *Supports proposals seeking to restrict the public accounting firm retained to perform auditing services for a company from also engaging in management consulting service for the company. *Supports company initiatives that also seek shareholder ratification of the appointment of the separate management consulting firm.

Board Diversity In our view, establishing the criteria for qualified independent directors is both the duty and prerogative of the (presumably) independent Nominating Committee of the board.*Does not support proposals that encourage diversified representation on the board merely for the sake of diversification. *Supports proposals that seek to expand the search for qualified director candidates without regard to race, creed, gender or color. *Does not support proposals that dictate the inclusion or exclusion of a class or group as directors. *Does not support proposals that suggest, recommend or require specific personal, professional or educational qualifications for director nominees.

Bonus Recapture *Supports the recapture of executive bonuses proven to be unearned as a result of significant restatement financial results or other “corrections” that dramatically alter the performance target achievements used to determine and calculate such bonuses. In the event of a significant restatement of financial results or an extraordinary write-off subsequent to the awarding of performance incentives, such awards must be recalculated to ascertain that the performance criterion was, in fact, achieved. In our view, any management personnel who receive compensation based on what is subsequently determined to be erroneous information, whether the result of intentional misconduct or simple error, should return those sums as they were not, in fact, earned based on meeting established performance criteria.

Business Continuit y * Supports proposals seeking the adoption of a documented CEO succession planning policy. It is imperative that all companies have succession plans in place. The SEC expects investment advisors to provide for such succession plans in their business continuity programs, and it is logical for us support such proposals barring significant foundation to do otherwise.

Business Operations *Does not support shareholder proposals that seek to dictate the course, content or direction of business operations. *Does not support proposals asking suppliers, genetic research and food retail companies and restaurants to voluntarily label genetically engineered (GE) ingredients in their products and/or eliminate GE ingredients.

Charitable/Political Contributions *Does not support proposals seeking to direct how and to whom the company should make charitable, philanthropic and political contributions. *Does not support proposals seeking to bar the company from making any political contributions. Legislation and rule promulgation significantly impact on the ability to do business. Barring all political contributions could put the company at a competitive disadvantage. *Supports reasonable requests for disclosure of such contributions (except the publishing in newspapers and public media) as an element of the board’s accountability to shareholders, provided it does not entail excessive costs. *Does not support proposals asking for a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company. Such a list would be burdensome to prepare without providing any meaningful information to shareholders

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Climate Change *Supports proposals seeking increased disclosure regarding the risks of liability and cost to a company’s business operations, financial security and reputation that may result from climate changes caused by green-house gas emissions and “global warming”. Insurers having begun to factor directors’ actions to address the potential risks associated with climate change in the determination to provide directors-and-officers liability coverage, it is equally important that there be increased disclosure to shareowners of how the board plans to address and mitigate these risks.

Director Compensation Approvals *Does not support proposals seeking to establish the annual approval by shareholders of compensation for non-employee directors. If dissatisfied with the levels of compensation being paid our displeasure is expressed by withholding support for the election of the board or the Compensation Committee members. *Supports proposals requesting submission of “golden coffins” to a shareholder vote or to eliminate the practice altogether. Shareholders deserve the opportunity to review and approve or reject corporate policies that could oblige the company to make payments or awards including, but not limited to unearned salary or bonuses, accelerated vesting of unvested equity grants, or other “perks” in lieu of compensation following the death of senior executives. A benefit program or equity plan proposal to which the broad-based employee population is eligible are generally not considered such a “golden coffin”.

Director Governance & Policy *Supports proposals promoting good corporate governance by seeking a majority of non- management, independent directors, and the formation of totally independent audit, nominating and compensation committees. *Supports the elimination of retirement plans for non-management independent directors. *Supports proposals seeking the separation of the offices of Chairman and Chief Executive Officer in order that the structure and style of leadership does not compromise the Chairman’s duty to oversee management or give the CEO undue power to determine corporate policy. As an alternative to requiring the separation of these offices, *Does not support the separation of the principal offices provided:

There is a robust lead independent director role

There are established governance guidelines of the Board

75% of the directors are independent

There are independent key committees of the Board.

*Does not support the establishment of artificial qualifications for directors such as mandatory retirement age, term limits and minimum stock ownership. The board’s internal self-evaluation of director performance should determine whether a director continues to be qualified for the board. *Does not support proposals requesting the creation of a new standing board committee on social issues unless ISS analysis determines that existing oversight mechanisms (including current committee structure) are grossly insufficient, the level of current board disclosure regarding the issue for which oversight is sought is inadequate, or the company has a record either poor performance or no performance in addressing the underlying social issue.

Director Nomination Processes The proposition that shareholders have an effective and equitable means of participating in the election of directors is one that we support if it is achieved with uniform application. The difficulty with addressing this topic via shareholder proposals is one of definition. Accepting that substantial long-term shareholders should have the means to nominate directors for inclusion in the company proxy statement, what is a reasonable amount and duration of such a holding? Until the SEC and/or state legislatures establish the nomination and election processes for directors and a uniform process is applicable to all corporations, we are not enthralled with a piecemeal approach to resolving this important governance issue. *Does not support proposals seeking multiple nominees for each director position being elected. *Supports proposals seeking to authorize holders of 3% or more of outstanding shares for at least three years to nominate up to 25% of board seats available whose names would appear in the company proxy statement, for election to the Board.

Disclosure Issues *Supports proposals seeking disclosure to shareholders on business activities and social and environmental issues provided there is no excessive cost to the company, the request is reasonable, the information would be of benefit to all shareholders and is not otherwise readily available. *Does not support disclosure when the information being sought is proprietary, confidential, duplicative, excessive or irrelevant to the operation of the company. *Does not support proposals seeking disclosure that

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exceeds SEC requirements about executive compensation, director nominees or corporate employees’ prior professional service. *Proposals requesting a company report on its energy efficiency policies are reviewed on a case-by-case basis, considering the company’s: current disclosure related to energy efficiency policies, initiatives, and performance measures; level of participation in voluntary energy efficiency programs and initiatives; compliance with applicable legislation and/or regulations regarding energy efficiency; and energy efficiency policies and initiatives relative to industry peers. *Supports proposals requesting a report on company policies, initiatives/procedures, oversight mechanisms related to toxic materials, including certain product line toxicities, and/or product safety in its supply chain, unless ISS analysis reveals that: the company already discloses similar information through existing reports or policies such as a Supplier Code of Conduct and/or a sustainability report; the company has formally committed to the implementation of a toxic materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; and the company has not been recently involved in relevant significant controversies or violations. *Proposals requesting that the company review and report on the financial and reputation risks associated with operations in “high risk” markets, such as a terrorism-sponsoring state or otherwise, will be reviewed on a case-by-case basis taking into account guidance and evaluation by ISS. *Guided by the analysis of ISS, proposals requesting reports outlining the potential community impact of company operations in specific regions considering will be reviewed on a case-by-case basis taking into consideration the impact of regulatory non-compliance, litigation, remediation, or reputational loss that may be associated with failure to manage the company’s operations in question, including the management of relevant community and stakeholder relations; and, the degree to which company policies and procedures are consistent with industry norms. *Does not support proposals requesting the company disclose its diversity policies, initiatives, comprehensive diversity data, and EEO-1 data. Proposals requesting the company to conduct an independent racial equity audit will be reviewed on a case-by-case basis, however if the company has complied with all relevant and required EEOC regulations and is not subject to any litigation to the contrary, *does not support the audit request.

Drug Patent Extension The business decision to request an extension of the patent on a prescription drug is not, per se, an unethical endeavor. While the FTC has ultimate authority to regulate the competition between generic and patent protected drugs, and to insure that any request for patent extension is pursued within the parameters of the pertinent statute (Hatch- Waxman law), it is not an unreasonable request that the board of directors adopt ethical standards for its process of seeking a patent extension and to report to shareholders on such standards. *Supports proposals resolving such a reasonable request.

Election of Directors * Supports proposals seeking to have the electoral threshold for directors raised to a majority of shareholders entitled to vote provided the proposal is reasonably crafted, whether binding bylaws and precatory (nonbinding), and further provided that it does not conflict with State law of incorporation . Consideration is given to voting against such a proposal if the company has adopted formal corporate governance principles that present an effective equivalent to the majority voting proposal (including director resignation policies) or if the proposal does not exempt contested elections from the majority standard. Consideration is also given to the company’s history of accountability to shareholders in its governance structure & past actions. *Does not support proposals seeking the adoption of company policy that would forbid any director having more than 25 percent of the vote cast for his/her election to the board withheld by shareholders from serving on any key board committee. Having established as policy that directors should receive a 50 percent vote in support of their election to the board, there is little to be gained in establishing additional vote thresholds for being members of key board committees. *Does not support proposals to limit the tenure of independent directors through mandatory retirement ages. *Supports proposals to remove mandatory age limits. *Does not support proposals to establish term limits.

Energy & Environmental Issues *Supports proposals promoting the preservation of the global environment by seeking the adoption of policies and procedures (i.e., the CERES Principles) that encourage the company to operate in a manner that protects the environment as well as the safety and health of its employees. If a corporation’s environmental record is proven so poor as to have (or the potential for) a negative economic impact on shareholder value, support may be given to a proposal seeking specific action directed at significantly improving the company’s poor environmental record. *Supports proposals requesting that companies to adopt policies to reduce the danger of potential catastrophic chemical releases at chemical and/or manufacturing plants. Proposals requesting that

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companies report on such policies will be reviewed on a case-by-case basis in accordance with guidance from ISS.

Equal Employment/Anti-Discrimination *Supports proposals seeking prohibitions against discrimination based on race, color, creed, gender, religion, sexual orientation, labor organization affiliation or activities, or non-job related criteria.

Executive Compensation *Does not support proposals seeking to establish arbitrary limits or caps on executive compensation.*Supports proposals seeking to link compensation to financial performance objectives and/or shareholder value. *Does not support “common sense executive compensation” proposals seeking to establish arbitrary limitations or caps on executive compensation or to dictate the considerations weighed by compensation committees in determining the appropriate levels of competitive compensation programs.*Supports the use of “indexed stock options” having an exercise price indexed or linked to a market or industry peer group stock performance index. *Does not support proposals linking executive compensation to corporate social responsibility performance measures. *Supports proposals seeking annual advisory shareholder votes on executive pay practices such “say on pay” proposals allowing shareholders to exercise a non-binding vote on executive compensation. The expansion of compensation discussion and the Summary Compensation Table mandated by the SEC provide shareholders a better understanding of the amounts & types of executive pay as well as the factors considered by the Compensation Committee in establishing such programs. *Supports proposals requesting boards to adopt “pay-for-superior performance” compensation plans for senior executives if the proposal seeks plans that set forth the financial performance criteria (financial or stock price based) to be benchmarked against a reasonable peer group performance and further request that the company exceed the mean performance of the disclosed peer group on the selected criteria. Any long-term equity compensation component of the plan should also specify the performance criteria to be benchmarked against others. The receipt of such equity-based compensation must require company performance that exceeds the mean performance of the peer group on the selected criteria. *Supports proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives, except in situations where gross-ups are pursuant to a plan, policy, or arrangement applicable to management employees of the company, such as a relocation or expatriate tax equalization policy. *Proposals seeking to expand executive compensation restrictions beyond those contained in the TARP program for companies seeking to participate in the U.S. Treasury Department’s bailout program may be viewed as a symbolic call on companies receiving this relief to adhere to higher compensation standards, a number of which were proposed in earlier drafts of the TARP legislation. The need or desire for compensation restrictions beyond those mandated by statute cannot and should not be applied or adopted in a uniform manner. Accordingly, such proposals will be addressed on a case-by-case basis in accordance with guidance from ISS. *Guided by the analysis of ISS, proposals seeking the adoption of a policy requiring any future senior executive severance agreements providing for payments made on a change in control be “double triggered” and not allowing for accelerated vesting of unvested equity awards will be addressed on a case-by-case basis. Change-in-control payouts without loss of job or substantial diminution of job duties (single-triggered) are generally considered poor pay practices and could result in withheld votes from Compensation Committee members. The second component of these proposals, the elimination of accelerated vesting, requires consideration of the company’s current treatment of equity in change-of-control situations and current employment agreements, including potential poor pay practices such as gross-ups embedded in those agreements.

Expensing Stock Options *Does not support proposals seeking a company expense future stock options as this would result in the understatement of the true cost of the dilution and would obscure the company’s profitability.

Incorporation Jurisdiction Acknowledging the good governance practices and protections afforded shareholders in the United States, and also noting the financial impact of cost and taxation considerations of incorporating “off shore”, *Does not support proposals seeking to dictate the jurisdiction of incorporation. The determination of where to incorporate is a fundamental business decision balancing the combined economic and governance interests of the shareholders that is best left to the Board of Directors.

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International Human Rights *Does not support proposals seeking specific action to promote human rights outside the United States. *Abstain on proposals seeking disclosure about international business activities. *Supports the adoption and implementation of the Global Sullivan Principles considering their previous significant success in advancing human rights within U.S. corporate operations in South Africa. *Supports that adoption and implementation of the MacBride Principles of Fair Employment in Northern Ireland considering advancements made within U.S. corporations there to eliminate religious discrimination in employment and hiring. *Supports the adoption and implementation of the China Business Principles as being a logical extension of the Sullivan Principles and the McBride Principles that have been effective in improving both the opportunity and condition of employment for workers.

Majority Voting Standard *Does not support reducing the vote threshold for approval of all issues from two-thirds of the shares eligible to vote to a simple majority of the votes cast. While opposed to “super-majority” thresholds of 75%, we are equally comfortable with shareholder approval by the 2/3 of the shares entitled to vote. Lowering the standard to a simple majority of votes cast could result in a near-controlling shareholder or an otherwise minority group of shareholders exercising undue influence or dictating the course of the company which, in our view, is neither in the best interest of all shareholders nor necessarily representative of their wishes.

Military Issues *Abstain on proposals pertaining to military issues/operations or the production of products used by or created for the military.

Poison Pill *Supports proposals seeking to have the creation of future and the extension of current poison pills be subjected to shareholder approval. The redemption of poison pill should be evaluated on a case-by-case basis, therefore *Does not support proposals that bundle the redemption of an existing pill with the shareholder approval of poison pill adoption.

Prearranged Trading Plans *Supports proposals calling for certain principles regarding the use of prearranged trading plans (10b5-1 plans) for executives. These principles include: adoption, amendment, or termination of a 10b5-1 Plan must be disclosed within two business days in a Form 8-K; amendment or early termination of a 10b5-1 Plan is allowed only under extraordinary circumstances, as determined by the board; ninety days must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan; reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan; and, an executive may not trade in company stock outside the 10b5-1 Plan. In addition, trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions for the executive.

Proxy Process *Does not support proposals seeking to expand the means or criteria for shareholders to gain access to or inclusion in issuer proxy materials unless such modification of process is done pursuant to SEC Rule uniformly applicable to all corporations. *Supports proposals seeking to establish an engagement process between the board of directors and proponents of shareholder proposals that have been supported by a majority of the votes cast.

Radioactive Waste Recognizing that all policies and procedures regarding radioactive waste must comply with regulations promulgated by the NRC, *Supports proposals seeking a renewal or new review of company policy in order to implement processes to reduce vulnerability to catastrophic nuclear accidents as being reasonable and as not imposing undue burden or costs on the company.

Severance Agreement Approval *Supports shareholder approval of severance packages that will provide for benefits greater than 2.5 times compensation (salary & bonus).

Share Retention *Supports proposals seeking the board of directors to adopt a policy requiring that directors and/or executives retain a percentage of shares acquired through equity compensation programs during their employment. However, *Does not support proposals that seek to establish a minimum percentage of shares to be retained. While the percentage should be relatively high, the board of directors should determine what is appropriate for the equity compensation programs of the company. *Does not support proposals prohibiting executives from selling shares of company stock during periods in which the company has announced that it may or will be repurchasing shares of its stock. However, *Supports such a proposal when there is a pattern of abuse by executives exercising options or selling shares during periods of share buybacks. *Does not support proposals that seek to require the retention by executives of

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a significant percent of equity awards obtained through compensation plans for a designated period of years after retirement. Ideally the companies have rigorous stock ownership guidelines and a holding period requirement that encourages significant long-term ownership and meaningful retention while executives are employed with the firm. With retirement, such guidelines and requirements should only be applicable to shares recently granted upon retirement. In our view, imposing additional or further restrictions on previously vested shares is inappropriate.

Succession Planning *Supports proposals requesting the board to adopt and disclose the nature of the company succession plan for management. It is imperative that all companies have succession plans in place. It is equally imperative the proprietary and private details of such a plan remain confidential. There can be a balance between keeping shareholders informed of the process and maintaining competitively sensitive information. Unless the proposal is unreasonable in its request for information and material to be disclosed, support should be given to the adoption of a succession program policy and disclosure.

Supplemental Executive Retirement Plans (SERPs) *Supports proposals requesting shareholder approval of extraordinary benefits contained in SERP agreements unless the benefits in the executive pension plan are not excessive when compared to those offered in employee-wide plans. *Supports proposals seeking to limit SERP benefits by limiting the “qualified compensation” used to establish such benefits to the executive’s annual salary, exclusive of any incentive or bonus pay.

Tobacco *Does not support proposals advocating the disinvestment of tobacco or e-cigarette operations or to otherwise effect the production of tobacco or e-cigarette related products. *Supports proposals that seek either a uniform international warning system on the health risks of tobacco use and vaping or increased corporate public education activities regarding the health risks of tobacco or vaping use. *Review on a case-by-case basis proposals pertaining to issues such as youth smoking, cigarette smuggling, vaping and internet sale of cigarettes.

Virtual Shareholder Meetings Review shareholder proposals concerning virtual-only meetings on a *case-by-case basis, considering the scope and rationale of the proposal and any concerns identified with the company’s prior meeting practices.

Workers’ Rights *Supports proposals directed at the fair treatment of workers and their labor organizations seeking labor/management cooperation and enhance labor/management relations. *Supports the adoption of workplace codes of conduct and rights of employment protecting against child or compulsory labor, discrimination and freedom of association, such as those included in the ILO Conventions, which are in conformance or even may exceed the local law of a foreign jurisdiction. The fundamental rights of employment protection and workplace safety should be uniformly available to all workers engaged in the production of products and services sold by U.S. corporations regardless of the geographic location of the factory or plant.

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Revision History
Policy Adopted	06/01/03
Policy Expansion	04/16/04
Policy Revisions	05/17/04	05/05/10	02/23/22
	06/04/04	01/20/11
	08/19/04	04/20/11
	04/07/05	10/11/12
	05/17/05	12/13/12
	03/29/06	04/03/13
	02/05/07	04/21/14
	02/23/07	02/03/16
	03/21/07	02/17/17
	04/09/07	02/12/18
	03/28/08	02/24/20
	04/20/09	02/24/21

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TOCQUEVILLE ASSET MANAGEMENT L.P.
PROXY VOTING PROCEDURES

The Tocqueville View

The foundation of the Tocqueville investment management services is the principles of trust and fiduciary responsibility set forth in both common and statutory law as well as regulatory promulgations. Exercising investment decisions in the exclusive best interest of its clients is the sole objective and continuing practice of the firm. Thus, the extension of those mandates to include the exercise of proxy voting as a value producing or protecting activity as a fiduciary is neither a surprise nor a hardship to the Tocqueville investment programs.

The discretionary authority to vote proxies on behalf of the clients is set forth in the Tocqueville investment advisory agreement and, generally, all proxies are voted identically for all clients {}. In very limited circumstances where a material conflict of interest is identified, Tocqueville may accept direction from a client as to how to vote the shares pertaining to that client’s interest. There may also be unusual circumstances when Tocqueville does not vote a proxy due to the extensive procedural requirements (i.e., share blocking) that restrict the investment powers or excessive cost (i.e., personal representation) of voting in a foreign country, undue delays in receiving proxy materials or a lack of sufficient information on which to render an analysis and formulate a vote recommendation.

In light of the regulatory and reporting mandates pertaining to proxy voting, Tocqueville revised and expanded the written Proxy Voting Procedures and Policy Guidelines in 2005 and makes them readily available, upon request, to its advisory clients as well as to the shareholders of Tocqueville Funds. Likewise, the proxy voting record pertinent to an individual client is available at their request and the voting record for the Tocqueville Funds and other mutual funds managed by Tocqueville are published annually in Form N- PX and available to anyone upon request. In addition to SEC requirements governing registered advisors, Tocqueville proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts set forth in DOL Interpretive Bulletin 94-2.

Proxy Voting Procedures

Committee on Corporate Governance & Responsibility

Established in 2004, the Committee on Corporate Governance & Responsibility develops proxy voting guidelines for Tocqueville to be considered in voting on proposals submitted by corporate managements and shareholders. Because the issues presented in the proxy process are so varied and often complex, the Committee adopts guidelines rather than rules and does not attempt to have a guideline for every issue. The Committee meets annually to review existing voting guidelines and as necessary to adopt voting guidelines for new issues or topics. Thus, the Guidelines may be updated from time to time as warranted by the Committee. Tocqueville may abstain on an issue if there is no established guideline until the Committee has formulated a guideline.

Consistent with and in furtherance of the fiduciary responsibility of an investment advisor to enhance and preserve the investments of its clients, the Committee’s primary focus is to consider the economic impact of any proposal. Within that context, the Committee also seeks to promote basic principles of corporate governance:

✓ independence and accountability of the board of directors;

✓ equal treatment of all shareholders.

✓ opportunity for shareholders to vote on issues which have a material financial impact on the corporation; and,

✓ executive compensation that reflects corporate performance

The Committee has also established voting policy guidelines to address social, environmental and governance (“ESG”) issues that are presented by shareholder proposals. While supportive of corporations being “good corporate citizens” throughout the world, the primary concern of the Committee is the fiduciary responsibility of Tocqueville to preserve and maximize the client’s long-term economic value.

In the event the Committee determines that the adoption of a proposal would have a negative economic impact on the corporation, the financial impact will determine the vote recommendation resulting in instances where the vote is not in strict adherence to a guideline.

In formulating a voting policy guideline, the Committee will primarily research the topic through information extracted from the analysis of management and shareholder proposals by independent research consultants.

Membership of the Committee shall be the Chief Executive Officer, the Chief Compliance Officer or his designee and, upon request, selected Portfolio Managers of Tocqueville.

Retention of Proxy Voting Service.

In determining the retention of an independent third-party Proxy Voting Service (the “PVS”) to provide research on proxies and to facilitate the electronic voting of proxies, Tocqueville will consider whether the PVS has the capacity and competency to adequately analyze the matters for which Tocqueville is responsible for voting, taking into account (as applicable):

The adequacy and quality of the PVS’s staffing, personnel and/or technology.

Whether the PVS has an effective process for seeking timely input from issuers and PVS clients with respect to, among other things, its proxy voting policies, methodologies, and peer group constructions.

Whether the PVS has adequately disclosed its methodologies in formulating voting recommendations, such that Tocqueville understands the factors underlying the PVS’s recommendations.

The nature of any third-party information sources that the PVS uses as a basis for its voting recommendations; and

The PVS’s policies and procedures regarding how it identifies and addresses conflicts of interest.

Periodic Review of Proxy Voting Service and Continued Retention

Tocqueville shall periodically review the proxy voting policies, procedures and methodologies, conflicts of interest and competency of the PVS. Tocqueville will also review the continued retention of the PVS, including whether any relevant credible potential factual errors, incompleteness or methodological weaknesses in the PVS’s analysis that materially affected the research and recommendations used by Tocqueville. In addition, Tocqueville will also consider the effectiveness of the PVS’s policies and procedures for obtaining current and accurate information relevant to matters included in its research and on which it makes voting recommendations. This will include the PVS’s:

engagement with issuers, including the process for ensuring that it has complete and accurate information about the issuer and each matter.

process, if any, for Tocqueville to access the issuer's views about the PVS’s voting recommendations in a timely and efficient manner.

efforts to correct any identified material deficiencies in its analysis.

disclosure to Tocqueville regarding sources of information and methodologies used in formulating voting recommendations or executing voting instructions.

consideration of factors unique to a specific issuer or proposal when evaluating a matter subject to a shareholder vote; and

updates to its methodologies, guidelines and voting recommendations on an ongoing basis, including in response to feedback from issuers and their shareholders.

As part of the engagement of the PVS, it is expected that Tocqueville will be updated on business changes that are material to the services provided by the PVS.

Electronic Voting

To assist in the physical act of voting proxies; to ensure the timely receipt of all proxy statements, solicitations and voting ballots pertaining to a particular security; to provide an affirmation that all client accounts are being voted; and to enhance the accuracy and ensure the uniformity of proxy voting record keeping, Tocqueville currently contracts the proxy voting services of Institutional Shareholder Services (“ISS”). As a result, Tocqueville has authorized and delegated the mechanics of voting to a professional voting agent thus further reducing the possibility of error and confusion. Most clients for which Tocqueville has proxy voting authority, whether institutional or individual, and its equity holdings are registered into the ISS voting system to facilitate electronic voting. This is designed to result in the preparation and voting of a single proxy card reflecting the total of all shares owned by Tocqueville clients. It also provides the data foundation to create a record of the proxy votes entered for each client in conformance with SEC Rule 275.204-2(c)(2)(iii). In addition, it provides the data foundation for the preparation of any proxy voting reports required for Form N-PX and requested by certain institutional clients, mutual fund shareholders, governmental agencies or interested persons.

Staff Responsibilities and Procedures

Proxy voting responsibility is delegated to the chief compliance officer, or his designee, and the Tocqueville Operations administrative staff.

Receipt & Reconciliation

Any materials pertaining to the proxy voting process and a shareholder meeting, including but not limited to the annual report, the proxy statement, the proxy voting ballot and any proxy solicitation material, of any corporate security owned by a Tocqueville client, received by Tocqueville is directed to ISS.

An Operations assistant monitors the ISS system for the meeting date, the record date and deadline for voting.

Operations staff provides ISS with Tocqueville advisory client, including mutual funds, portfolio database listing of all holdings in all equity securities on a monthly data feed. Using this data, ISS reconciles the Tocqueville holdings list of total shares held of a security with the total shares cited on the proxy ballot.

Any discrepancy will be resolved with an Operations assistant prior to further processing of the ballot.

Issue Review & Vote Recommendation

The chief compliance officer or his designee monitors news article, analysts’ reports, business journals and conference calls for information pertaining to portfolio corporations and maintains a record of any reporting deemed of significance to Tocqueville in its proxy voting process.

Underlying the proxy voting policies of Tocqueville is the fundamental principle that the financial performance of the corporation and its impact on shareholder value is the primary consideration in voting in the best interest of the client. From time to time this will require financial analysis of the company(ies) involved. In such circumstance, the proxy materials provided by ISS are made available to a specific portfolio manager with a request that such an analysis be undertaken. The ultimate vote cast will represent the analysis’ conclusion that value to our clients is best achieved if management pursues a particular course of action.

After review and analysis of the proposals or resolutions to be voted on, ISS votes the ballot(s) in accordance with the Tocqueville Proxy Voting Policy Guidelines as directed by Tocqueville.

Voting ERISA plan client proxies is a fiduciary act of plan asset management to be performed by the investment advisor (Tocqueville), unless the voting right has been retained by the named fiduciary of the plan. Pursuant to the investment advisory agreement with individual clients, Tocqueville has been granted sole authority to vote all proxies with respect to the securities in the account. The client may withdraw this authority at any time as well as, under certain limited circumstances, instruct Tocqueville as to the direction of the proxy vote in any individual case.

In the event the issue presented in a resolution is not yet the subject of the Proxy Voting Policy Guidelines or presents a unique perspective in contradiction of the Guidelines, ISS will alert Tocqueville to this fact. The chief compliance officer or his designee, in his discretion, may cast an abstain vote or bring the issue with a proposed guideline or voting recommendation to the attention of the CEO for further review and consideration. The CEO may either establish a guideline to address the issue presented, vote that issue without establishing a guideline, or direct an abstain vote. If a guideline is not established, the basis for the vote on the issue shall be noted in the proxy voting records.

If authority to vote the proxies for a client has not been delegated to Tocqueville or, as authorized by the advisory agreement, a client has instructed Tocqueville how to vote the client proxy in an individual case, these voting instruction exceptions will be reported to ISS. Without such a notation, the proxy will be voted the same for all clients.

Casting & Confirmation of the Vote

The proxy voting ballot(s) is cast via ISS electronic voting system. In addition, a confirmation of this vote is included in the proxy information database at ISS.

Any ballots received by Tocqueville in hardcopy form are transmitted to ISS for voting and reporting, and a scanned/digital copy is retained by Operations staff.

All materials pertaining to the proxy vote on any corporate security, including but not limited to the corporate annual report (if provided), the proxy statement, the executed ballot and proxy solicitation materials are maintained electronically in the ISS database in accordance with SEC Rule 275.204- 2(e)(1). Any internal memoranda pertaining to a particular vote shall be retained at the Tocqueville offices.

Conflicts of Interest

Conflicts of Interest of the Proxy Voting Service.

The chief compliance officer or his designee will review information provided by the PVS that describes conflicts to which the PVS is subject or otherwise obtained by Tocqueville. Tocqueville will seek to require that the PVS promptly provide updates of business changes that might affect or create conflicts and of changes to the proxy voting service’s conflict policies and procedures.

The chief compliance officer or his designee will periodically review the PVS’s policies and procedures for:

Adequacy in identifying, disclosing and addressing actual and potential conflicts of interest, including conflicts relating to the provision of proxy voting recommendations and proxy voting services generally, conflicts relating to activities other than providing proxy voting recommendations and proxy voting services, and conflicts presented by certain affiliations;

Adequate disclosure of the PVS’s actual and potential conflicts of interest with respect to the services the PVS provides to Tocqueville; and

Adequacy in utilizing technology in delivering conflicts disclosures that are readily accessible.

Conflicts of Interest of Tocqueville

Although highly unlikely and consciously avoided, there is the potential for a material conflict of interest to arise between Tocqueville and the interest of its clients in the proxy voting process. Should a material conflict of interest arise it shall be resolved in a manner that is in the best interest of the clients.

Historically the business interests of the Tocqueville have not resulted in a situation where it was pressured to vote in a manner that was not in the best interest of the client owners. However, it is understood that the value of a business relationship could possibly create a material conflict. If the possibility of such a conflict of interest is identified, the Committee will determine whether to engage in one of the following courses of action.

Disclose the nature and extent of the conflict to client(s) affected and seek guidance from the client(s) on how that corporate proxy should be voted on their behalf. A notation will be entered in the proxy voting records explaining the conflict and the client directed vote.

Disclose the nature and extent of the conflict, advise the clients of the intended vote and await client consent to vote in that manner.

Vote in accordance with the pre-determined Guideline without discretion, thus effectively negating the conflict.

In the event a Tocqueville client is the proponent of a shareholder proposal or a candidate in a proxy contest that is opposed by the corporate management, the Committee will review and analyze the proposal pursuant to the Guidelines and vote the shares of the other Tocqueville clients as determined to be in their best economic interest. However, the client proponent of the proposal will be permitted to vote the proxy on the shares owned by that client. A notation will be entered in the proxy voting records explaining this situation.

In the event a Tocqueville officer or employee has a personal or business relationship with participants in a proxy contest, corporate directors or candidates for corporate director being voted on by Tocqueville, that officer or employee will be prohibited from any participation in the voting process for that particular company.

Ownership by Tocqueville officers or employees of corporate shares is not a conflict of interest resulting in exclusion from the participation in the voting process. However, the personal views of the officer or employee in voting their individual shares shall neither influence nor affect the voting of shares by Tocqueville in accordance with the Proxy Voting Procedures and Policy Guidelines.

If a determination is made that a material conflict of interest exists, the chief compliance officer, his designee or the CEO will determine whether voting in accordance with the Policy Guidelines and factors described above is in the best interests of the client. If the proxy involves a matter covered by the Policy Guidelines and factors described above, Tocqueville will generally vote the proxy in accordance with the Guidelines. Alternatively, Tocqueville may vote the proxy in accordance with the recommendation of the PVS provided the PVS is not subject to a material conflict of interest.

Proxies That Will Not Be Voted

Although relatively a rare occurrence, there may be circumstances (especially with international holdings) when the cost of exercising the proxy vote or unique voting restrictions outweigh the beneficial consequence of the resolution being voted on. As a result, Tocqueville generally will not endeavor to vote proxies whenever:

The proxy materials are written in language other than English and no translation has been provided

The proxy voting process of the foreign jurisdiction requires personal attendance or the retention of a representative for fee or the appointment of a local power of attorney in order to cast a vote

The proxies are subject to share blocking restrictions

The underlying security is on loan requiring that it be recalled to vote, if the holdings are deminimis or the vote relates to a routine matter

Proxy Voting Record Retention & Availability

Records Retained

Consistent with SEC Rule 204-2(c)(2), Tocqueville has identified the following records and materials pertaining to the proxy voting process that have been retained and preserved in accordance with the SEC directive. These may be retained in either scanned copy at Tocqueville or accessed in electronic format from the PVS.

The Proxy Voting Procedures and Policy Guidelines of Tocqueville

every corporate security in the firm portfolio:

the annual report of the company (if provided)

the proxy statement (if provided) pertaining to the annual or special meetings at which a vote of shareholders is to be recorded.

the Tocqueville client record date holder list

any written proxy solicitation materials submitted and received in addition to the corporate proxy statement by either management or the proponent of the proposal or someone seeking to solicit support or votes on behalf of either management or the proponent; voting recommendations from the PVS; proponent’s subsequently filed additional definitive proxy materials; or, other relevant, material information conveyed by an issuer or shareholder proponent to Tocqueville.

any memoranda or notes prepared by Tocqueville that were material to making a decision in the course of exercising a proxy voting for client securities and,

the PVS proxy ballot summary as marked by the chief compliance officer or his designee, when necessary, reflecting a vote “for, against or abstain” on each proposal presented.

In the event of a contested election or proposal, the proxy statement of each proponent shall be retained but only the proxy card used to vote shall be made a part of the hardcopy file.

For client accounts governed by ERISA, a report may be generated on a quarterly, semi- annual or annual basis, depending on the preference and instruction of the ERISA client. The client will specify the information desired in such a report.

A record of each client request for the Proxy Voting Procedures and Policy Guidelines or for information pertaining to the proxy voting for that client’s securities. If the request is written or by email, a copy of the request and the Tocqueville written response shall constitute the record. If the request is a verbal communication, a memorandum shall be prepared as the record noting, at a minimum, a) the name of the client, b) the date of the request and, c) the date and extent of the Tocqueville response. The original of any request and a copy of the Tocqueville response will be retained in a separate file of such

correspondence. In addition, a copy of both the request and the response will be made a part of the client’s individual file within the Tocqueville record-keeping system.

In accordance with SEC Rule 30b1-4, for proxies voted by Tocqueville pursuant to the delegation of such authority by registered investment companies, Form N-PX shall be used to annually report the proxy voting record for the most recent twelve-month period ending June 30. A separate Form N-PX shall be filed on behalf of each registered investment company client and shall include the following information:

1.name of the issuer

exchange ticker

CUSIP, if easily available

shareholder meeting date

brief description of the issue being voted on

whether the matter was proposed by the issuer or a shareholder

how the fund cast its vote on the matter, and

whether the vote was cast for or against management’s recommendation

Availability of Records

The Proxy Voting Procedures and Policy Guidelines of Tocqueville are available, upon request, to any client or perspective client of the firm, and are also attached to the Statement of Additional Information of the Tocqueville Trust.

A record of proxy votes cast on behalf of any client is available, upon request, to that specific client for whose securities the votes were cast.

A concise summary of these Proxy Voting Procedures and Policy Guidelines is included in Form ADV Part 2A and will be updated whenever these policies and procedures are updated.

Form ADV Part 2A discloses that clients may contact Tocqueville via e-mail or telephone to obtain information on how Tocqueville voted such client’s proxies, and to request a copy of these policies and procedures. If a client requests this information, Operations staff will prepare a written response to the client listing each voted proxy of the client that includes (1) the name of the issuer; (2) the proposal voted upon and (3) how the Advisor voted the client’s proxy.

Form N-PX pertaining to any registered investment company for which Tocqueville has been delegated proxy voting responsibility shall be available upon request, within three days of such request.

A request for the current Policy Guidelines or individual Tocqueville client proxy voting records may be submitted in writing to the address of the Tocqueville offices (40 West 57th Street, 19th fl., New York, NY 10019), by email via the Tocqueville website mailbox (www.tocqueville.com) or verbally to the proxy unit of Tocqueville Operations by calling toll- free 1-800-355-7307. All such requests will be routed to the chief compliance officer who shall respond in writing and provide a copy of the materials requested as appropriate.

On an annual basis, the client accounts that are governed by ERISA will be provided a summary of the current Policy Guidelines and, in accordance with the client’s preference and instruction, on a quarterly, semi-annual or annual basis provided a written report of the proxy votes that were cast on behalf of the client.

A request for the current Policy Guidelines used by Tocqueville in voting proxies on behalf of any registered investment company and/or a copy of Form N-PX may be submitted by calling toll-free 1-800-355-7307. Tocqueville does not offer Form N-PX via its website; however, it is available on the SEC website at www.sec.gov. In response to requests submitted to Tocqueville, a copy of Form N-PX will be provided within three business days of receipt of the request by first class mail.

As a general policy, other than as prescribed by SEC Rule and Form N-PX, Tocqueville does not disclose the proxy vote record of any client to third parties or to the public.

Duration of Retention

In conformance with SEC Rule 204-2(e)(1), all proxy voting material and records described in further detail herein will be retained in either digital format in the Tocqueville offices for a period of not less than five (5) years or accessible in electronic format from the proxy voting database of the PVS.

To provide added protection against unintentional destruction or discarding, in conformance with SEC Rule 204-2(g) that authorizes the safeguarding of records by electronic storage media, a record of all proxy votes for a period of ten (10) years will be maintained in electronic format on the OneDrive storage system of Tocqueville. Furthermore, a copy of any voting record for the previous five (5) years is available from ISS upon reasonable notice of request.

Annual Review

Tocqueville will review and document, no less frequently than annually, the adequacy of these policies and procedures to make sure they have been implemented effectively, including whether the policies and procedures continue to be reasonably designed to ensure that proxies are voted in the best interests of its clients. As part of this review, the chief compliance officer will review a sample of votes cast including a sample of proxy votes related to mergers, acquisitions, dissolutions or contested elections for directors to determine whether those votes were made in accordance with these policies and procedures. The chief compliance officer will also review the client disclosures (e.g., Form ADV, private fund offering documentation, due diligence questionnaires and marketing materials) regarding these proxy voting policies and procedures.

Revision History

Procedures Adopted 06/01/03

Procedures Expanded 02/11/04
Procedures Revised 08/09/04
Procedures Revised 12/06/04
Mechanics Revised 03/01/07
Procedures Revised 02/18/08
Mechanics Clarified 02/21/09
Mechanics Clarified 01/26/12
Records Retention Revised 03/26/15
Procedures Revised 01/16/20
Procedures Updated 08/04/22

PART C

OTHER INFORMATION

Item 15. Indemnification

Reference is made to Article VIII of the Registrant’s Amended and Restated By-Laws. In addition, the New York Business Corporation Law requires the Registrant to indemnify each of its officers and directors against liability incurred by the officer or director in any proceeding to which the officer or director was a party because he or she is an officer or director, unless liability was incurred because the officer or director breached or failed to perform a duty owed to the Registrant and the breach or failure to perform constitutes (i) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the officer or director has a material conflict of interest; (ii) a violation of criminal law, unless the officer or director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that it was unlawful; (iii) a transaction from which the officer or director derived an improper personal profit, or (iv) willful misconduct.

Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling 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 director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling 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 Act and will be governed by the final adjudication of such issue.”

The Registrant’s directors and officers are insured under a policy of insurance against certain liabilities that might be imposed as a result of actions, suits or proceedings to which they are parties by reason of being or having been such directors or officers.

Item 16. Exhibits

See “Exhibit Index.”

Item 17. Undertakings

1.The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for 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 Securities 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York, on the 12th day of October 2022.

THE TOCQUEVILLE TRUST

By: /s/ Robert Kleinschmidt

Robert Kleinschmidt

Chairman and President

As required by the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Signatures						Title

/s/ Robert Kleinschmidt						Chairman, President and Trustee
Robert Kleinschmidt

/s/ Jeff Zatkowsky						Treasurer
Jeff Zatkowsky

James W. Gerard*						Trustee
Alexander Douglas*						Trustee
Charles F. Gauvin*						Trustee


/s/ Cleo Kotis
Cleo Kotis
Attorney-in-Fact*

____________________________

* Executed copies of the Powers of Attorney are incorporated herein by reference to Post-Effective Amendment No. 51 to the Registration Statement on Form N-1A filed on February 27, 2015.

EXHIBIT INDEX


Exhibit No.	Exhibit	Incorporated by Reference	Filed Herewith
(1.a)	Agreement and Declaration of Trust	Filed January 30, 2002, Post-Effective Amendment No. 26
(1.b)	Amendment to the Agreement and Declaration of Trust	Filed February 27, 2003, Post-Effective Amendment No. 27
(1.c)	Amendment to the Agreement and Declaration of Trust	Filed January 30, 2002, Post-Effective Amendment No. 26
(2)	Amended and Restated By-Laws	Filed February 27, 2003, Post-Effective Amendment No. 27
(3)	None
(4.a)	Agreement and Plan of Reorganization - The Tocqueville Opportunity Fund		Filed as Exhibit A to this Combined Proxy Statement and Prospectus
(4.b)	Agreement and Plan of Reorganization - The Tocqueville Phoenix Fund		Filed as Exhibit B to this Combined Proxy Statement and Prospectus
(5)	Instruments Defining Rights of Security Holders
(6.a)	Investment Advisory Agreement	Filed January 30, 2002, Post-Effective Amendment No. 26
(6.b)	Investment Advisory Agreement	Filed December 29, 2004, Post-Effective Amendment No. 30
(6.c)	Investment Advisory Agreement	Filed January 30, 2002, Post-Effective Amendment No. 26
(6.d)	Investment Advisory Agreement	Filed September 28, 2009, Post-Effective Amendment No. 37
(7.a)	Amended and Restated Distribution Agreement	Filed June 13, 2014, Post-Effective Amendment No. 49
(8)	None
(9.a.i)	Custody Agreement	Filed September 28, 2009, Post-Effective Amendment No. 37
(9.a.ii)	Amendment to the Amended and Restated Custody Agreement	Filed September 28, 2009, Post-Effective Amendment No. 37
(9.a.iii)	Second Amendment to the Amended and Restated Custody Agreement	Filed February 28, 2012, Post-Effective Amendment No. 42
(9.a.iv)	Third Amendment to the Amended and Restated Custody Agreement	Filed February 28, 2012, Post-Effective Amendment No. 42
(9.a.v)	Fourth Amendment to the Amended and Restated Custody Agreement	Filed June 13, 2014, Post-Effective Amendment No. 49
(9.a.vi)	Fifth Amendment to the Amended and Restated Custody Agreement	Filed June 13, 2014, Post-Effective Amendment No. 49
(9.b)	Special Custody and Pledge Agreement	Filed February 24, 2016, Post-Effective Amendment No. 53
(10)	None


Exhibit No.	Exhibit	Incorporated by Reference	Filed Herewith
(11.a)	Opinion of Spengler, Carlson, Gubar, Brodsky & Frischling and Hale & Dorr	Filed February 27, 2003, Post-Effective Amendment No. 27
(11.b)	Opinion of Sullivan & Worcester LLP	Filed September 28, 2009, Post-Effective Amendment No. 37
(11.c)	Opinion of Sullivan & Worcester LLP regarding Tocqueville Opportunity Fund		X
(11.d)	Opinion of Sullivan & Worcester LLP regarding Tocqueville Phoenix Fund		X
(11.e)	Consent of Counsel		X
(12)	Form of Opinion Regarding Certain Tax Matters		X
(13.a)	Administration Agreement	Filed February 27, 2003, Post-Effective Amendment No. 27
(13.a.i)	Amendment to Administration Agreement	Filed September 28, 2009, Post-Effective Amendment No. 37
(13.a.ii)	Second Amendment to Administration Agreement	Filed June 13, 2014, Post-Effective Amendment No. 49
(13.a.iii)	Third Amendment to Administration Agreement	Filed February 27, 2015, Post-Effective Amendment No. 51
(13.b.i)	Fund Sub-Administration Servicing Agreement	Filed February 28, 2008, Post-Effective Amendment No. 34
(13.b.ii)	Amendment to Fund Sub-Administration Servicing Agreement	Filed September 28, 2009, Post-Effective Amendment No. 37
(13.b.iii)	Amendment to Fund Sub-Administration Servicing Agreement	Filed June 13, 2014, Post-Effective Amendment No. 49
(13.c.i)	Amended and Restated Transfer Agent Servicing Agreement	Filed February 25, 2005, Post-Effective Amendment No. 31
(13.c.ii)	Amendment to Amended and Restated Transfer Agent Servicing Agreement	Filed September 28, 2009, Post-Effective Amendment No. 37
(13.c.iii)	Amendment to Amended and Restated Transfer Agent Servicing Agreement	Filed June 13, 2014, Post-Effective Amendment No. 49
(13.d.i)	Form of A mended and Restated Fund Accounting Servicing Agreement	Filed February 28, 2006, Post-Effective Amendment No. 32
(13.d.ii)	Amendment to Amended and Restated Fund Accounting Servicing Agreement	Filed September 28, 2009, Post-Effective Amendment No. 37
(13.d.iii)	Amendment to Amended and Restated Fund Accounting Servicing Agreement	Filed June 13, 2014, Post-Effective Amendment No. 49
(13.e.i)	Amended and Restated Prospect Servicing Agreement	Filed February 25, 2005, Post-Effective Amendment No. 31
(13.e.ii)	Amendment to Amended and Restated Prospect Servicing Agreement	Filed September 28, 2009, Post-Effective Amendment No. 37


Exhibit No.	Exhibit	Incorporated by Reference	Filed Herewith
(13.f)	Expense Limitation Agreement	Filed February 25, 2013, Post-Effective Amendment No. 44
(14)	Consent of Independent Registered Public Accounting Firm		X
(15)	None
(16)	Power of Attorney	Filed February 27, 2015, Post-Effective Amendment No. 51
(17)	Form of Proxy Card		X

EXHIBIT INDEX


Exhibit			Exhibit No.
Opinion of Sullivan & Worcester LLP regarding Tocqueville Opportunity Fund			EX (11.c)
Opinion of Sullivan & Worcester LLP regarding Tocqueville Phoenix Fund			EX (11.d)
Consent of Counsel			EX (11.e)
Form of Opinion Regarding Certain Tax Matters			EX (12)
Consent of Independent Registered Public Accounting Firm			EX (14)
Form of Proxy Card			EX (17)