<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. __
/__/
POST-EFFECTIVE AMENDMENT NO. __
/__/
VAN ECK FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
99 PARK AVENUE, 8TH FLOOR, NEW YORK, NEW YORK 10016
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
212-687-5200
(REGISTRANT'S TELEPHONE NUMBER)
THADDEUS LESZCZYNSKI, ESQ.
VAN ECK ASSOCIATES CORPORATION
99 PARK AVENUE, 8TH FLOOR, NEW YORK, NEW YORK 10016
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO: PHILIP H. NEWMAN, ESQ., GOODWIN PROCTER & HOAR, LLP
EXCHANGE PLACE, BOSTON, MASSACHUSETTS 02109
----------------------------------------------------------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: AS SOON AS PRACTICABLE AFTER THE
REGISTRATION STATEMENT BECOMES EFFECTIVE UNDER THE SECURITIES ACT OF 1933.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE ON THE THIRTIETH DAY
AFTER THE DATE OF FILING PURSUANT TO RULE 488 UNDER THE SECURITIES ACT OF 1933.
NO FILING FEE IS REQUIRED BECAUSE THE REGISTRANT HAS HERETOFORE DECLARED ITS
INTENTION TO REGISTER AN INDEFINITE NUMBER OF SHARES OF COMMON STOCK, $.01 PAR
VALUE, OF THE MONEY MARKET FUND SERIES, PURSUANT TO RULE 24f-2.
<PAGE>
VAN ECK/CHUBB FUNDS, INC.
Cross Reference Sheet
Pursuant to Rule 481(a) under the Securities Act of 1933
<TABLE>
<CAPTION>
<S> <C>
Form N-14 Item No. Location in Proxy Statement/Prospectus
- ------------------ --------------------------------------
1. Cover Page of Registration Statement; Prospectus Cover Page
2. Table of Contents
3. Synopsis; Special Considerations and Risk Factors
4. Synopsis, The Reorganization
5. Prospectus Cover Page; Synopsis; and Additional Information
6. Prospectus Cover Page; Synopsis; Additional Information
7. Notice of Special Meeting; Introduction; Synopsis; The
Reorganization; Money Market Fund; Van Eck U.S. Government
Money Fund; Information Concerning the Meeting; Additional
Information
8. Not Applicable
9. Not Applicable
PartB
10. Cover Page of Statement of Additional Information
11. Table of Contents
12. General Information
13. General Information
14. Financial Statement
</TABLE>
<PAGE>
VAN ECK/CHUBB FUNDS, INC.
[LOGO]
_______________, 1998
Dear Shareholder:
At this time, we are asking our shareholders to consider voting for the
reorganization of the Fund by means of a tax-free merger into the Van Eck U.S.
Government Money Fund, which we believe to be in shareholders' best interests.
The reorganization is being proposed in part because both the Van Eck/Chubb
Money Market Fund and Van Eck U.S. Government Money Fund are marketed through
the same distribution channels. Having two affiliated money market funds with
substantially similar investment objectives and policies will diffuse the
distribution effort and confuse brokers and the investing public. Money market
funds are primarily used as exchange vehicles, so that no more than one is
necessary in a fund group. In addition, the exchange privilege between Van Eck
Funds and Van Eck/Chubb Funds permits the use of a single money market fund by
shareholders of both Van Eck Funds and Van Eck/Chubb Funds.
Attached are the Notice and Proxy Statement/Prospectus for a Special Meeting of
Shareholders of Global Income Fund to be held on _________, April ____, 1998 for
the purpose of considering the proposed Agreement and Plan of Reorganization and
Liquidation. PLEASE READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY. IT DISCUSSES
THE PROPOSAL AS WELL AS THE REASONS WHY THE BOARD OF TRUSTEES RECOMMENDS THAT
YOU VOTE FOR THE PROPOSAL.
Please take a moment now to sign and return the proxy card in the enclosed
postage-paid envelope. Your prompt attention in this matter benefits all
shareholders. Thank you.
Sincerely,
Michael O'Reilly
President
Van Eck Global, 99 Park Avenue, New York, NY 10016 tel. 212.687.5200 or
800.826.3251 fax 212.687.5248
<PAGE>
VAN ECK/CHUBB FUNDS, INC.
MONEY MARKET FUND
99 PARK AVENUE, NEW YORK, NEW YORK 10016
1-800-826-2333
______________________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
APRIL ___, 1998
______________________________________________
A SPECIAL MEETING OF SHAREHOLDERS OF MONEY MARKET FUND (THE "FUND" or "MMF"), A
SERIES OF VAN ECK/CHUBB FUNDS, INC. (THE "COMPANY"), will be held at 99 Park
Avenue, 8th Floor, New York, New York, on _________, April __, 1998 at xxxxxxxx,
New York Time, for the following purposes:
(1) To consider approval of the Agreement and Plan of Reorganization and
Liquidation involving the exchange of substantially all of the Fund's assets for
shares of Van Eck U.S. Government Money Fund, a series of Van Eck Funds, the
assumption of certain liabilities of the Fund by Van Eck U.S. Government Money
Fund, the distribution of Van Eck U.S. Government Money Fund shares to the
Fund's shareholders and the liquidation of the Fund; and
(2) To act upon such other matters as may properly come before the meeting or
any adjournment or adjournments thereof.
Shareholders of record at the close of business on _____, _______, 1998 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
By order of the Board of Directors
Thaddeus M. Leszczynski
Secretary
_______, 1998
----------------
YOUR VOTE IS IMPORTANT!
----------------
________________________________________________________________________
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY.
________________________________________________________________________
<PAGE>
INVESTORS ARE ADVISED TO READ AND RETAIN THIS PROXY STATEMENT/PROSPECTUS FOR
FUTURE REFERENCE.
_______________________________________
VAN ECK/CHUBB FUNDS, INC.
99 Park Avenue, New York, New York 10016
1-800-826-2333
______________________________________
PROXY STATEMENT/PROSPECTUS
_______________________________________
Van Eck Funds has filed a Registration Statement with the Securities and
Exchange Commission (the "SEC") for the registration of the shares of Van Eck
U.S. Government Money Fund ("USGMF"), a series of Van Eck Funds, to be offered
to the shareholders of Money Market Fund ("MMF"), a series of Van Eck/Chubb
Funds, Inc. (the "Company"), pursuant to an Agreement and Plan of Reorganization
and Liquidation of the Company and Van Eck Funds involving the exchange of MMF's
asset, for shares of USGMF, the assumption of certain liabilities of MMF by
USGMF, the distribution of USGMF shares to MMF's shareholders and the subsequent
liquidation of MMF (the "Reorganization").
USGMF is a non-diversified series of Van Eck Funds, an open-end investment
company, whose objective is to seek safety in principal, daily liquidity and
current income by investing in U.S. Treasury bills, notes, bonds and other
obligations guaranteed by the "full faith and credit" of the U.S. Government.
The Prospectus (the "Prospectus") and Statement of Additional Information (the
"Statement of Additional Information") for USGMF dated April 30, 1997 are
incorporated by reference into this Proxy Statement/Prospectus.
The Prospectus (the "Prospectus") and Statement of Additional Information (the
"Statement of Additional Information") for MMF dated May 1, 1997 are
incorporated by reference into this Proxy Statement/Prospectus.
This Proxy Statement/Prospectus sets forth concisely information about USGMF and
MMF that the shareholders of MMF should know in considering the Reorganization
and should be retained for future reference. MMF has authorized solicitation of
proxies in connection with the Reorganization solely on the basis of this Proxy
Statement/Prospectus and the accompanying documents.
A Statement of Additional Information relating to the Reorganization (the
"Reorganization Statement of Additional Information") dated _______, 1998, is
incorporated by reference to this Proxy Statement/Prospectus and is available
from the Trust by calling the telephone number listed above or by writing to the
Funds at the above address.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
This Proxy Statement/Prospectus is dated ________, 1998
<PAGE>
TABLE OF CONTENTS Page
- --------------------------------------------------------------------------------
Introduction............................................................
Synopsis................................................................
The Reorganization..................................................
Investment Objectives and Policies..................................
Reasons for the Transaction.........................................
Investment Advisory and Administrative Fees.........................
Other Fees..........................................................
Purchase Procedures/Sales Charges...................................
Exchange Privileges.................................................
Conversion Feature..................................................
Redemption Procedures...............................................
Dividends and Distributions.........................................
Net Asset Value.....................................................
Tax Consequences....................................................
Special Considerations and Risk Factors.................................
The Reorganization......................................................
Procedures..............................................................
Terms of the Plan of Reorganization and Liquidation.................
Benefits to the Fund as a Result of Reorganization..................
Tax Consequences of the Reorganization..............................
Capitalization......................................................
Van Eck/Chubb Global Income Fund and Global Income Fund.................
Financial Highlights...................................................
Van Eck/Chubb Global Income Fund (Class A)..........................
Global Income Fund..................................................
Management.............................................................
Share of VE/CGIF to be Issued in the Reorganization and Shares of GOF..
Other Matters..........................................................
Information Concerning the Meeting......................................
Date, Time and Place of Meeting........................................
Solicitation, Revocation and Use of Proxies............................
Record Date and Outstanding Shares.....................................
Security Ownership of Certain Beneficial Owners and Management.........
Voting Rights and Required Vote........................................
Additional Information..................................................
Agreement and Plan of Reorganization and Liquidation....................
<PAGE>
VAN ECK/CHUBB FUNDS, INC.
MONEY MARKET FUND
99 PARK AVENUE, 8TH FLOOR, NEW YORK, NEW YORK 10016
1-800-826-2333
__________________________________________
PROXY STATEMENT/PROSPECTUS
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON XXXXXXXX, APRIL __, 1998
99 PARK AVENUE, 8TH FLOOR, NEW YORK, NEW YORK
__________________________________________
INTRODUCTION
This proxy statement is furnished to the shareholders of Money Market Fund in
connection with the solicitation by the Board of Directors of Van Eck/Chubb
Funds, Inc., of which MMF is a series, of proxies to be used at a special
meeting of shareholders of MMF to be held on April ___, 1998, or any
adjournments thereof (the "Meeting"), to approve or disapprove an Agreement and
Plan of Reorganization and Liquidation (the "Plan") which contemplates the
exchange of assets from MMF for shares of Van Eck U.S. Government Money Fund
("USGMF") (the "Reorganization Shares"), the assumption of certain liabilities
of MMF by USGMF, the distribution of such Reorganization Shares to the
shareholders of MMF and the subsequent liquidation of MMF, as set forth herein
(the "Reorganization"). As of XXXX,____, 1998 the record date, there were
outstanding ___________ shares of MMF and _____________ shares of USGMF. Each
shareholder of MMF will be entitled to one vote for each share and a fractional
vote for each fractional share held on the record date. It is expected that the
mailing of this proxy statement will commence on or about _________, 1998. USGMF
and MMF each may be referred to herein individually as a "Fund" and collectively
as the "Funds."
The enclosed form of proxy, if properly executed and returned, will be voted in
accordance with the choice specified thereon. The proxy will be voted in favor
of the proposal unless a choice is indicated to vote against the proposal.
Proxies properly executed and returned, but which fail to specify how the shares
are to be voted, will be voted FOR the proposal.
The proxy may be revoked at any time prior to the voting thereof by executing a
superseding proxy, by giving written notice to the secretary of the Company at
the address listed on the front cover of this Proxy Statement/Prospectus or by
voting in person at the Meeting.
In the event there are not sufficient votes to approve the proposal at the time
of the Meeting, the Meeting may be adjourned in order to permit further
solicitations of proxies by MMF. If MMF proposes to adjourn the Meeting by a
vote of the shareholders, the persons named in the enclosed proxy card will vote
all shares for which they have voting authority in favor of such adjournment.
To the knowledge of MMF, as of_________,1998 no shareholder owned of record or
beneficially 5% or more of the outstanding shares of that Fund, except as
follows:
MMF
The Chubb Corporation 1,620,805.650 shares
Attn: Michael O'Reilly or 17.227%
100 William Street
New York, NY 10038
Van Eck Associates Corporation 2,313,127.900 shares
Attn: Bruce J. Smith or 24.586%
99 Park Avenue, FL 8
New York, NY 10016
1
<PAGE>
In addition, as of _________, 1998, Michael O'Reilly, President and Directors of
the Company, owned 0% of the shares of MMF. As of the same date, all Directors
and officers of the Company as a group owned 0% of shares of MMF. Chubb Asset
Managers Inc. (the "Adviser") owned 0% of MMF's shares, respectively, as of that
date.
Expenses of the Reorganization directly attributable to the Reorganization will
be borne by Chubb Asset Managers, Inc. and Van Eck Associates Corporation,
except for brokerage fees and expenses, the Fund's unamortized organizational
and offering expenses outstanding on the Distribution Date and any extraordinary
expenses. In addition to the solicitation of proxies by mail, proxies may be
solicited by officers and/or employees of the Company, the Adviser and/or
Firstar Trust Company, MMF's Transfer Agent and Dividend Paying Agent (the
"Transfer Agent" or "Firstar"), personally or by telephone or telegraph,
facsimile or other means. Brokerage houses, banks and other fiduciaries will be
requested to forward soliciting material to the beneficial owners of the shares
of the Fund and to obtain authorization for the execution of proxies.
See also "Information Concerning the Meeting" below.
SYNOPSIS
The following is a synopsis of the information contained in or incorporated by
reference in this Proxy Statement/Prospectus regarding the Reorganization, and
presents key considerations for shareholders of MMF to assist them in
determining whether to approve the Reorganization. See also "Special
Considerations and Risk Factors" below.
THE REORGANIZATION
The Directors of the Company, of which MMF is a series, have determined that the
Reorganization (as described herein) is in the best interests of the
shareholders of MMF and have given their approval to the transactions
contemplated in the Plan associated with the Reorganization. The result of the
Reorganization, if it is consummated, will be the exchange of assets from MMF
for Reorganization Shares, the assumption of certain liabilities of MMF by
USGMF, the distribution of such Reorganization Shares to the shareholders of MMF
and the subsequent liquidation of MMF. For more information see "The
Reorganization" below.
INVESTMENT OBJECTIVES AND POLICIES
SUMMARY COMPARISON BETWEEN MMF AND USGMF. Although MMF and USGMF differ in some
respects, they have certain similarities in their investment objectives,
policies and portfolios.
Both USGMF and MMF are diversified, as such term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act"). The investment objective of
USGMF (daily liquidity and current income) and MMF (high current income, with
preservation of capital and maintenance of liquidity ) are substantially the
same. Except as stated below, the Funds' investment policies and restrictions
are also substantially similar. One difference is that USGMF must invest at
least 80% of its assets in U.S. Government Securities, rather than all types of
securities that are rated by the requisite nationally recognized statistical
organizations. In addition, USGMF may borrow only 10% of assets for emergency
or temporary purposes. On the other hand, MMF may invest in foreign securities,
which USGMF cannot.
MMF. MMF is a diversified series of the Company. Chubb Asset Managers, Inc. acts
as investment adviser to MMF. This Fund seeks the high level current income as
is consistent with preservation of capital and maintenance of liquidity by
investing primarily in short-term high grade debt obligations. Under normal
market conditions, the Fund invests at least 95% of its total assets in eligible
securities. Such securities are primary debt obligations issued by the U.S.
Government that are rated within the highest rating category for short-term debt
obligations, by the requisite NRSRO's or unrated securities of comparable
quality, foreign obligations, repurchase agreements and foreign securities.
The average maturity of the securities in MMF's portfolio will be 13 months or
less. Normally, the average maturity will be shorter when interest rates are
expected to rise and longer when rates are expected to fall. The Adviser
expects the average maturity to be between three and ten years. In addition,
when the
2
<PAGE>
Adviser determines that a temporary defensive strategy is warranted, the Fund
may invest in securities maturing in 13 months or less, and most or all of its
investments may be in the United States or another country.
USGMF. USGMF is a non-diversified series of Van Eck Funds. Van Eck Associates
Corporation acts as investment adviser to USGMF. USGMF seeks safety of
principal, daily liquidity and current income by investing in U.S. Treasury
bills, notes, bonds and other obligations guaranteed by the "full faith and
credit" of the U.S. Government. Securities guaranteed by the U.S. Government
include such obligations as securities issued by the General Services
Administration and the Small Business Administration. The Fund may from time to
time invest, without limitation, in repurchase agreements collateralized by such
securities. As a matter of fundamental policy, at least 80% of the Fund's total
assets will at all times be maintained in U.S. Government securities and
repurchase agreements collateralized by such securities.
The Fund follows an operating policy in order to maintain pursuant to an SEC
rule, a constant net asset value of $1.00 per share although there is no
assurance it can do so on a continuing basis. Although the Fund's fundamental
policy allows it to invest, with respect to 25% of its assets, more than 5% in
any one issuer )other than U.S. Government securities), it may do so only if the
SEC rule is amended in the future. All securities in which the Fund invests
have remaining maturities of 397 days or less at the date of purchase and have
been determined to be of high. quality, with minimal credit risk, by the Adviser
acting under the supervision of the Board of Trustees of the Trust. The Fund
also maintains an average-weighted portfolio maturity of 90 days or less.
REASONS FOR THE TRANSACTION
On October 1, 1997, Chubb Investment Funds, Inc. entered into a new relationship
with the Van Eck Funds. MMF is part of the same affiliated funds as USGMF. Both
the Van Eck Funds and the Van Eck/Chubb Funds are marketed through the same
distribution channels. There is an overlap between the two Funds. Having two
affiliated money market funds with substantially similar investment objectives
will diffuse the distribution effort and may confuse brokers and the investing
public. In addition, the investment objectives and policies of MMF are
substantially similar to USGMF. After the reorganization, Van Eck Associates
Corporation will become the investment adviser for MMF. Van Eck Associates
Corporation became the investment administrator and Van Eck Securities
Corporation (the "Distributor") began serving as distributor of the shares of
the Van Eck/Chubb Funds, including MMF. In addition, Chubb Life no longer plans
to assume the fees and waive the expenses of MMF and therefore, expenses should
come down to some extent as a result of an increased asset base.
The Board of Directors determined that participation in the Reorganization, as
described herein, is in the best interest of MMF and the interests of existing
MMF shareholders will not be diluted as a result of such participation. The
Board also considered a number of factors and alternatives in addition to the
ones stated in the preceding paragraph. The Directors determined that the
Reorganization provided greater benefits to shareholders than other options,
such as the liquidation of MMF. Liquidating MMF would have required most
shareholders to recognize either gains or losses in the current tax year when
many shareholders might have preferred to defer such gains or losses. An
exchange into USGMF would force the shareholder to recognize a gain or loss for
tax purposes, whereas the reorganization will achieve the same result, but on a
tax-free basis. The redemption procedure and exchange privilege, which are
described below, allow any shareholder not desiring to participate in the
Reorganization to achieve the same results as liquidation of MMF. The Board also
considered the compatibility of the Funds' investment objectives, policies,
restrictions and portfolios; any factors which might require an adjustment to
the exchange price or formula, such as costs or tax and other benefits to be
derived by the Funds; tax consequences of the reorganization; relative benefits
to be derived by the Adviser and/or its affiliates or other persons; and other
factors.
INVESTMENT ADVISORY AND ADMINISTRATIVE FEES
Chubb Asset Managers, Inc. acts as the investment adviser for MMF. Total
aggregate assets under management of Chubb Asset Managers, Inc. on January 13,
1998 were approximately 6 million.
Van Eck Associates Corporation acts as the Adviser for USGMF. Total aggregate
assets under management of the Adviser on January 13, 1998 were approximately 88
million. The Adviser also acts as
3
<PAGE>
investment adviser or sub-investment adviser to other mutual funds registered
with the Securities and Exchange Commission under the 1940 Act and manages or
advises managers of portfolios of pension plans and others. John C. van Eck,
Chairman and President of Van Eck Funds and Van Eck Worldwide Insurance Trust
and Director of Van Eck/Chubb Funds, Inc., together with members of his
immediate family, own 100% of the voting stock of the Adviser.
USGMF pays investment advisory fees to the Adviser according to the following
schedule (1):
Net Assets Advisory Fee
- ---------- ------------
$0-$500 million..................................................... 0.50 of 1%
Next $250 million................................................... 0.40 of 1%
Over $750 million...................................................0.375 of 1%
MMF pays investment advisory fees and investment administrative fees to Chubb
Asset Managers Inc. according to the following schedule (2):
Net Assets Advisory Fee Administrative Fees Total Fees
- ---------- ------------ ------------------- ----------
$0-$200 million............ .15% 0.35% .50%
Next $1.1 billion.......... .14% 0.31% .45%
Over $1.3 billion.......... .13% 0.27% .40%
- ------
(1) The advisory fee is payable monthly, computed on the average daily net
assets.
(2) The advisory fee and administrative fees are payable monthly, computed on
the average daily net assets. The Adviser will receive these fees for three
years or until assets in all of the Van Eck/Chubb Funds reach $500 million,
whichever occurs first.
OTHER FEES
MMF has also adopted a reimbursement-type Plan of Distribution. MMF's shares are
subject to a 12b-1 fee accrued daily at an annual rate of .25% of average daily
net assets.
USGMF has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940
Act. Pursuant to this Plan, USGMF pays a fee to the Distributor accrued daily at
an annual rate of .25% of its average daily net assets, all or some of which are
used for payments to agents or brokers who service shareholder accounts of USGMF
and the remainder of which is used for other actual promotional and distribution
expenses incurred by the Distributor. USGMF adopted a reimbursement-type Plan
of Distribution. Any 12b-1 Plan fee accrued by USGMF in excess of payments to
brokers and agents and reimbursement to the Distributor for its actual expenses
will be retained by USGMF. A reimbursement plan does not provide for the payment
of interest as a distribution expense. The Plan of Distribution in effect for
USGMF is described in more detail in the Prospectus for USGMF under "Plan of
Distribution."
Neither Fund will recognize any gain or loss on the transaction. USGMF will have
the same basis and holding period in the assets received as MMF.
USGMF's total operating expenses for the year ended December 31, 1997 were 1.27%
of average daily net assets. MMF's total operating expenses for the year ended
December 31, 1997 were 0.50%. Had these fees and expenses for MMF not been
assumed or waived in 1997, gross expense ratios for those periods would have
been 1.47%.
The following table provides a comparison of the transaction and operating
expenses paid by USGMF and MMF. It is intended to assist an investor in
understanding the various direct and indirect costs and expenses borne by an
investor in the Funds. The sales charges are the maximum sales charges an
investor would incur. Sales charges decline depending on the amount of the
purchase, the number of shares an investor already owns or use of various
investment programs. See "Purchase of Shares" in the Prospectuses. The
investment adviser, the administrator and/or Distributor of each Fund may from
time to time waive fees and/or reimburse certain expenses of a Fund.
4
<PAGE>
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
USGMF
Post-
USGMF MMF* Merger
----- ---- ------
<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases (as a percent of offering price)..... 0% 0 % 0%
<CAPTION>
Annual Fund Operating Expenses
(as a percentage of average net assets)
- ---------------------------------------
<S> <C> <C> <C>
Management Fee .............................................................................. 0.50% .015% 0.50%
12b-1 Fee/Shareholder Servicing Fee............................................................... 0.25% .025% 0.25%
Administration.................................................................................. 0.11% 0.35% 0.14%
Transfer and Dividend Disbursing Fees................................................................ 0.08% 0.39% 0.10%
Printing ...................................................................................... 0.02% 0.04% 0.02%
Audit .............................................................................................. 0.04% 0.11% 0.06%
Custodian Fees................................................................................ 0.15% 0.03% 0.17%
Registration................................................................................... 0.04% 0.11% 0.04%
Trustees/Directors.................................................................................. 0.02% 0.01% 0.02%
Miscellaneous.................................................................................. 0.05% 0.3% 0.04%
Total Fund Operating Expenses....................................................................... 1.27% 1.47%***1.35%
</TABLE>
_______________
* Effective April 6, 1998, MMF's maximum sales charge will be 4.75%.
** Long-term shareholders in Funds may pay more than the economic equivalent of
the maximum front-end sales charge permitted by the NASD. The
shareholder servicing fee will not exceed .25%.
*** The Adviser waived 0.97% in expenses and fees to bring MMF's expenses to
0.50%.
Example: You would bear the following expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
USGMF
Post-
USGMF MMF Merger
----- ---- -------
<S> <C> <C> <C>
1 Year......................................................................................... $ 12.94 $ 14.96 $ 13.75
3 Years.......................................................................................... $ 40.28 $ 46.48 $ 42.76
5 Years........................................................................ ............... $ 69.69 $ 80.27 $ 73.94
10 Years..................................................................................... $153.39 $175.74 $162.39
</TABLE>
This table should not be considered a representation of past or future expenses
which may be more or less than those shown. The assumed 5% annual return is
hypothetical and should not be considered a representation of past or future
annual return. Actual return may be greater or less than the assumed amount.
PURCHASE PROCEDURES/SALES CHARGES
After the Reorganization, shareholders of MMF will be shareholders of USGMF, and
therefore subsequent purchases of shares of USGMF will be subject to the
applicable initial sales charge as described in "Synopsis-Shareholder
Transaction Expenses" above.
EXCHANGE PRIVILEGES
Shareholders of USGMF may exchange into any of the Van Eck/Chubb Funds.
Shareholders of USGMF (except for those with Investors Fiduciary Trust Company
fiduciary retirement plan accounts, who must effect "transfer of assets" to the
Van Eck/Chubb Funds' plan custodian, Firstar Trust Company) may exchange into a
Van Eck/Chubb Fund at net asset value.
Shareholders of MMF may exchange into Class A shares of any of the other Van Eck
Funds. Shareholders of MMF (except for those with fiduciary retirement plan
accounts, who must effect a
5
<PAGE>
"transfer of assets" to the Van Eck Funds' plan custodian, Investors Fiduciary
Trust Co.) may exchange into a Van Eck Fund at net asset value.
In addition, each Fund reserves the right to terminate, modify or impose a fee
in connection with the exchange privilege as described in more detail in the
Prospectuses and Statements of Additional Information under "Exchange
Privilege."
Exchanges out of MMF will be accepted up to the business day prior to the
Exchange Date.
REDEMPTION PROCEDURES
Shares of MMF may be redeemed at any time. Shares may be redeemed by forwarding
a written request to the Funds' transfer agent. Prior to April 6, 1998, write
to Firstar Trust Company, Mutual Fund Services, Third Floor, P.O. Box 701,
Milwaukee, WI 53201-0701 or by overnight courier write to Van Eck/Chubb Money
Market Fund, c/o Firstar Trust Company, 615 East Michigan Street, Milwaukee, WI
53202-5207. Beginning April 6, 1998, write to DST Systems, Inc. at the address
below. See also "Redemption or Repurchase" in the MMF Prospectus for more
information.
Shares of USGMF may be redeemed at any time. Shares may be redeemed by writing
to DST Systems, Inc., the Fund's transfer agent, through the shareholder's
broker or agent (although they may charge a fee for their services) or, if the
shareholder has so elected, by contacting DST by telephone. Redemptions of USGMF
shares will be accepted up to the business day prior to the Exchange Date. See
also "Redemption of Shares" in the USGMF Prospectus for more information.
DIVIDENDS AND DISTRIBUTIONS
If the Reorganization is approved by shareholders, MMF intends to declare any
applicable dividends and distributions prior to the Exchange Date. USGMF
generally declares and distributes dividends from its net investment income on
each day which the Fund is open for business and distributes dividends on the
last day of the month. Dividend or capital gain distributions declared in
December but paid in January will be includible in a shareholder's income as the
record date (usually in December) of such distributions. Short term capital
gains, if declared, are treated the same as dividend income.
NET ASSET VALUE
The net asset value of USGMF and MMF is determined at the close of business on
each day the New York Stock Exchange is open for trading. Each Fund computes net
asset value by dividing the value of its securities, plus cash and other assets
(including interest and dividends accrued but not yet received), less all
liabilities (including accrued expenses), by the number of shares outstanding.
Expenses, including fees paid to the investment adviser and/or administrator,
are accrued daily for the Funds.
USGMF and MMF are valued on the basis of amortized cost. The Funds will attempt
tp maintain a constant net asset value of $1.00 per share.
TAX CONSEQUENCES
Prior to or upon the closing of the Reorganization, counsel to MMF and USGMF,
Goodwin, Procter & Hoar LLP, will opine that, subject to the customary
assumptions and representations, on the basis of the existing provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated thereunder and current administrative and judicial interpretations
thereof, for Federal income tax purposes: (i) the transfer of all or
substantially all of the assets of MMF to USGMF solely in exchange for USGMF
shares and the assumption by USGMF of some of MMF's liabilities and the
distribution of such shares to the shareholders of MMF, as provided in the Plan,
will constitute a reorganization within the meaning of Section 368(a)(1)(C) of
the Code, and USGMF and MMF will each be a "party to a reorganization" within
the meaning of Section 368(b), (ii) GIF will not recognize gain or loss on the
transfer of its assets to USGMF in the Reorganization; (iii) MMF will not
recognize gain or loss upon its distribution to its shareholders of the USGMF
shares received in the Reorganization; (iv) USGMF will not recognize a gain or
loss upon the receipt of the assets of MMF in exchange for the USGMF
6
<PAGE>
shares; (v) shareholders of MMF will not recognize a gain or loss on the
exchange of shares of MMF for shares of USGMF provided that such shareholders
receive solely USGMF shares (including fractional shares) in exchange for their
MMF shares; (vi) the tax basis of the MMF assets acquired by USGMF will be the
same to USGMF as the tax basis of such assets to MMF immediately prior to the
Reorganization and the holding period of the assets of MMF in the hands of USGMF
will include the period during which those assets were held by MMF; (vii) the
aggregate tax basis of the USGMF shares received by the shareholders of MMF will
be the same as the aggregate tax basis of MMF shares exchanged by such
shareholder immediately prior to the Reorganization; and (viii) the holding
period of the USGMF shares (including fractional shares) received by
shareholders of MMF will include the holding period that the MMF shares
exchanged were held (provided that the MMF shares exchanged were held as a
capital asset on the date of the Reorganization). For a discussion of additional
tax considerations, see "The Reorganization-Tax Consequences of the
Reorganization" below.
SPECIAL CONSIDERATIONS AND RISK FACTORS
Except as stated below, the Funds' investment objectives, policies and
restrictions are substantially similar. USGMF may borrow up to 10% of the value
of its net assets for temporary or emergency purposes while MMF may not.
Leveraging by means of borrowing will exaggerate the effect of any increase or
decrease in the value of the portfolio securities on the Fund's net asset values
and money borrowed will be subject to interest and other costs which may or may
not exceed the income received from the securities purchased with borrowed
funds.
Since both USGMF and MMF invest extensively in debt securities of domestic
issuers, any risks inherent in such investments are applicable to both entities.
The market value of debt securities generally varies in direct response to
changes in interest rates and the financial condition of the issuer. During
periods of declining interest rates, the value of debt securities generally
increases. Conversely, during periods of rising interest rates, the value of
such securities generally declines. Debt securities with similar maturities may
have different yields, depending upon several factors, including the relative
financial condition of the issuers.
The Funds follow an operating policy in order to maintain a constant net asset
value of $1.00 per share, although there is no assurance it can do so on a
continuing basis.
Both BSGMF and MMF are diversified funds, (i.e., the Funds are limited in how
they can invest in a single issuer). Further, USGMF must invest in securities
with remaining maturities of 397 days or less at the date of purchase. MMF
invests in securities with remaining maturities of 13 months or less.
MMF may` invest in securities issued by foreign issuers. As a result, each Fund
may from time to time hold foreign currencies, and therefore, the value of the
assets of each Fund (and thus their net asset values) may be affected by changes
in currency exchange rates. To the extent such currencies are held by a Fund,
such Fund's performance will be less favorable if foreign currency exchange
rates move adversely relative to the U.S. dollar. Investments in foreign
securities may involve a greater degree of risk than investments in domestic
securities due to the possibility of exchange controls, less publicly available
information, and the possibility of expropriation, confiscatory taxation or
political, economic or social instability. In addition, some foreign companies
are not generally subject to the same uniform accounting, auditing and financial
reporting standards as are American companies, and there may be less government
supervision and regulation of foreign stock exchanges, brokers and companies.
Foreign securities may also be subject to foreign taxes, higher custodian fees
and dividend collection fees which could reduce the yield on such securities.
USGMF may invest in the option and future markets which involves certain risks
and transaction costs which are generally greater for investments in emerging
markets, because of the special risks associated with investing in emerging
markets and investment in debt securities below investment grade, certain of the
Fund's objectives should be considered speculative and the Funds are designed
for investors who wish to accept the risks entailed in such investments which
are different from those associated with a portfolio consisting entirely of U.S.
issuers denominated in U.S. dollars.
See "Risk Factors" in the USGMF Prospectus and Statement of Additional
Information and "Additional
7
<PAGE>
Risk Factors" in the MMF Prospectus and Statement of Additional Information for
a more detailed discussion of the risks involved with each Fund's investment
practices and strategies.
THE REORGANIZATION
PROCEDURES
The Adviser is hereby soliciting shareholders of MMF to vote for the approval of
the Reorganization. It is anticipated that the Meeting will be held on April __,
1998 at 99 Park Avenue, 8th Floor, New York, New York at _______, New York time.
If the MMF's shareholders approve the Reorganization, the Reorganization will
take place on or about April __, 1998.
TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
The following is a summary of the significant terms of the Plan which has been
considered and approved by the Directors of Van Eck/Chubb Funds at a meeting
held on January 29, 1998. A copy of the Plan is attached to this Proxy
Statement/Prospectus as Exhibit A. This summary is qualified in its entirety by
reference to the Plan.
VALUATION OF ASSETS AND LIABILITIES. The assets of USGMF and MMF will be valued
on the business day prior to the date on which the Reorganization will take
place (the "Exchange Date"). The assets in each portfolio will be valued
according to the procedures set forth under "Determination of Net Asset Value"
in MMF's Statement of Additional Information and "Purchase of Shares in USGMF's
Statement of Additional Information (a summary of that method appears above
under "Synopsis-Net Asset Value"). Redemption requests for MMF which have not
been settled as of the Exchange Date will be treated as liabilities for purposes
of the Reorganization. Exchange requests as to MMF shares received on the
Exchange Date will be treated and processed as exchanges from USGMF and will be
effected as of the close of business on the Exchange Date.
DISTRIBUTION OF SHARES AND TRANSFER OF ASSETS. On the Exchange Date, USGMF will
issue to MMF a number of shares of beneficial interest, the aggregate net asset
value of which will equal the aggregate net asset value of the assets
transferred to USGMF by MMF on the Exchange Date. Each shareholder of MMF will
receive a number of shares of USGMF having an aggregate net asset value equal to
the value of his or her shares of MMF. No sales charge or fee of any kind will
be charged to the shareholders of MMF in connection with their receipt of shares
of USGMF in the Reorganization.
EXPENSES. Expenses of the Reorganization directly attributable to the
Reorganization will be borne by Chubb Asset Managers, Inc., the Adviser and the
Funds. As between the Funds, their expenses will be allocated to the Fund
incurring the expense or on the basis of relative net assets.
REQUIRED APPROVALS. Under the provisions of the By-Laws of Van Eck/Chubb Funds,
Inc., approval of the Plan requires the approval of the majority of MMF's
outstanding voting shares must vote in favor of the Plan.
AMENDMENTS AND CONDITIONS. The Plan may be amended at any time prior to the
Exchange Date with respect to any of the terms therein except that following the
meeting of the shareholders of MMF, no such amendment may have the effect of
changing the provisions of the Plan determining the number of USGMF shares to be
issued to MMF shareholders to their detriment without their further approval.
The obligations of USGMF and MMF are subject to various conditions, including a
registration statement on Form N-14 being declared effective by the Securities
and Exchange Commission, approval of the Reorganization by the shareholders of
MMF and the continuing accuracy of various representations and warranties of
USGMF and MMF being confirmed by the respective parties.
BENEFITS TO MMF AS A RESULT OF THE REORGANIZATION
1. MMF and USGMF are affiliated funds, marketed through the same distribution
channels. To have two money market funds may be confusing to brokers and
investors. Money market funds are primarily used as exchange vehicles, so that
no more than one is necessary in a fund group. The overall investment
8
<PAGE>
objectives, policies and portfolios of MMF and USGMF are substantially similar.
Performance of USGMF is comparable to or better than that of MMF. By combining
the Funds, the net expenses to average net assets are likely to decrease for
investors of MMF.
2. The Reorganization allows shareholders of MMF to defer recognition of gains
or losses on their shares until they choose to recognize such gains and losses.
As more fully explained in "The Reorganization-Tax Consequences" below, as of
the Exchange Date, MMF will obtain an opinion from Fund counsel that the
Reorganization has been structured to be consummated, for Federal income tax
purposes, on a tax-free basis. Thus, a shareholder of MMF will be able to defer
the recognition of any gains or losses on his or her shares of MMF until shares
of USGMF received pursuant to the Reorganization are exchanged or sold. If MMF
were liquidated rather than reorganized, a shareholder would have no choice but
to recognize any gains or losses in the current tax year.
TAX CONSEQUENCES OF THE REORGANIZATION
The Reorganization has been structured with the intention that it will qualify
for Federal income tax purposes as a tax-free reorganization under Section
368(a)(1)(C) of the Code. USGMF and MMF have both elected to qualify as a
regulated investment company under the Code, and USGMF intends to continue to
elect to so qualify. Upon the closing of the Reorganization, counsel to MMF and
USGMF, Goodwin, Procter & Hoar, LLP will opine that, subject to the customary
assumptions and representations, on the basis of the existing provisions of the
Internal Revenue Code of 1986. as amended (the "Code"), the Treasury Regulations
promulgated thereunder and current administrative and judicial interpretations
thereof, for Federal income tax purposes: (i) the transfer of all or
substantially all of the assets of MMF to USGMF solely in exchange for USGMF
shares and the assumption by USGMF of some of MMF's liabilities and the
distribution of such shares to the shareholders of MMF, as provided in the Plan,
will constitute a "reorganization" within the meaning of Section 368(a)(1)(C) of
the Code, and USGMF and MMF will each be a "party to a reorganization" within
the meaning of Section 368(b); (ii) MMF will not recognize gain or loss on the
transfer of its assets to USGMF in the Reorganization; (iii) MMF will not
recognize gain or loss upon its distribution to its shareholders of the USGMF
shares received in the Reorganization; (iv) USGMF will not recognize a gain or
loss upon the receipt of the assets of MMF in exchange for the USGMF shares; (v)
shareholders of MMF will not recognize a gain or loss on the exchange of shares
of MMF for shares of USGMF provided that such shareholders receive solely USGMF
shares (including fractional shares) in exchange for their MMF shares; (vi) the
tax basis of the MMF assets acquired by USGMF will be the same to USGMF as the
tax basis of such assets to MMF immediately prior to the Reorganization and the
holding period of the assets of MMF in the hands of USGMF will include the
period during which those assets were held by MMF; (vii) the aggregate tax basis
of the USGMF shares received by the shareholders of MMF will be the same as the
aggregate tax basis of MMF shares exchanged by such shareholder immediately
prior to the Reorganization; and (viii) the holding period of the USGMF shares
(including fractional shares) received by shareholders of MMF will include the
holding period that the MMF shares exchanged were held (provided that the MMF
shares exchanged were held as a capital asset on the date of the
Reorganization). The receipt of such opinions upon the closing of the
transaction is a condition to the closing of the Reorganization. If the transfer
of assets of MMF in exchange for USGMF shares and the assumption by USGMF of the
liabilities of MMF were deemed not to constitute a tax-free reorganization, each
MMF shareholder would recognize gain or loss equal to the difference between the
value of the USGMF shares such shareholder acquires and the tax basis of such
shareholder's MMF shares.
Shareholders should consult their tax advisors regarding the effect, if any of
the Reorganization in light of their individual circumstances. Since the
foregoing relates only to Federal income tax consequences, shareholders should
also consult with their tax advisors as to the state and local tax consequences,
if any, of the Reorganization.
CAPITALIZATION
The following table sets forth, as of December 31, 1997, the capitalization of
USGMF and MMF.
9
<PAGE>
CAPITALIZATION
<TABLE>
<CAPTION>
Pro Forma
Reorganization
USGMF MMF USGMF
--------- ---------- ---------
<S> <C> <C> <C>
Total Net Assets....................... $76,649,947 $9,407,404 $ 86,057,325
Shares Outstanding..................... $76,649,948 $9,408,416 $ 86,058,364
--------- ---------- ---------
Net Asset Value Per Share.............. $ 1.00 $1.00 $1.00
</TABLE>
MANAGEMENT
DIRECTORS/TRUSTEES. The management of the business and affairs of USGMF is the
responsibility of the Board of Trustees of Van Eck Funds. The Trustees of Van
Eck Funds (of which USGMF is a series) consist of nine persons, five of whom are
not "interested persons" as defined in the 1940 Act. The management of the
business and affairs of MMF is the responsibility of the Board of Directors of
Van Eck/Chubb Funds. The Directors of Van Eck/Chubb Funds, Inc. (of which MMF is
a series) consist of five persons, three of whom are not "interested persons" as
defined in the 1940 Act.
INVESTMENT ADVISER AND ADMINISTRATOR. Van Eck Associates Corporation, 99 Park
Avenue, New York, New York 10016, serves as the investment adviser and manager
to USGMF. Chubb Asset Managers, Inc., 15 Mountain View Road, Warren, New Jersey
07061, serves as the investment adviser for MMF and Van Eck Associates
Corporation serves as investment administrator to the Fund.
Under the Trust's Investment Advisory Agreement, the Adviser provides USGMF with
a continuous investment program which includes determining which securities
should be bought, sold or held. The Adviser also manages the business and
affairs of USGMF. Pursuant to the Investment Management Agreement for MMF, Chubb
Asset Managers, Inc. is responsible for the investment of MMF's portfolios
consistent with the Fund's investment objectives, policies and restrictions.
MMF and USGMF pay advisory fees at the rates indicated under "Synopsis-
Investment Advisory Fees" above. MMF pays a separate fee for administrative
services. The advisory fee paid to the Adviser with respect to USGMF is higher
than the fees paid by most investment companies. For additional information, see
"Management" in the USGMF Prospectus, "Management of the Company" and
"Management Fees and Expenses" in the MMF Prospectus, and "Investment Advisory
Services" in both Funds, the Statements of Additional Information.
PORTFOLIO MANAGER. Gregory Krenzer is the Portfolio Manager for USGMF. He is
responsible of managing the Fund's portfolio of investments. Thomas J. Swartz,
III serves as Vice-President for MMF and has been employed by Chubb Asset
Manager, Inc. since 1988.
TRANSFER AGENT. The Transfer Agent and Dividend Paying Agent for USGMF is DST
Systems, Inc., P.O. Box 418407, Kansas City, Missouri 64141. The Transfer Agent
and Dividend Paying Agent for MMF until April 6, 1998 is Firstar Trust Company,
Mutual Fund Service, Third Floor, P.O. Box 701, Milwaukee, WI 53201-0701.
Thereafter DST Systems, Inc. will assume that function.
Shares of USGMF to be Issued in the Reorganization and Shares of MMF
SHARES. On the Exchange Date, all shareholders of MMF will be given a number of
shares of beneficial interest, par value $.001, of USGMF having an aggregate net
asset value equal to the net asset value of his or her shares of MMF. The shares
of USGMF to be issued in the Reorganization will be identical in all respects to
all shares of USGMF then outstanding.
VOTING RIGHTS. Shareholders of USGMF and MMF are entitled to one vote for each
share and a fractional
10
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vote for each fractional share held with respect to the election of
Trustees/Directors (to the extent hereafter provided) and other matters
submitted to a vote of shareholders. With respect to the Rule 12b-1 Plans in
effect for USGMF and MMF, the Plans may not be amended to increase materially
the amount of expenditures unless such amendment is approved by a vote of the
majority of the outstanding voting securities of that Fund. Thus, there will
ordinarily be no shareholder meeting unless required by the 1940 Act. The Boards
of the Trust and Van Eck/Chubb Funds, Inc. are self-perpetuating bodies until
fewer than 50% of their members were elected by the shareholders. Under the
Trust's Amended and Restated Master Trust Agreement, any Trustee may be removed
by a vote of two-thirds of the outstanding Trust shares (outstanding Trust
shares include shares of all series of the Trust and not solely shares of
USGMF); and holders of ten percent or more of the outstanding shares of the
Trust can require Trustees to call a meeting of shareholders for purposes of
voting on the removal of one or more Trustees. Under the Bylaws of Van Eck/Chubb
Funds, Inc., any Director may be removed by a vote of a majority of the votes
entitled to be cast for the election of Directors at any meeting of stockholders
duly called and at which a quorum is present. With respect to each of MMF and
USGMF, each issued and outstanding share is entitled to participate equally in
dividends and distributions declared by such Fund and, upon liquidation or
dissolution, in the net assets of such Fund remaining after satisfaction of
outstanding liabilities.
SHAREHOLDER LIABILITY. Under Massachusetts law, the shareholders of the Trust
could, under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Amended and Restated Master Trust
Agreement of the Trust disclaims shareholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or the
Trustees. The Amended and Restated Master Trust Agreement provides for
indemnification out of the Trust's property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust itself would be unable
to meet its obligations. The Adviser believes that, in view of the above, the
risk of personal liability to shareholders is remote.
CONTROL. As of ________, 1998, there were no persons who exercised control over
USGMF or MMF as "control" is defined in the 1940 Act.
OTHER CLASSES. As of the date hereof, neither MMF nor USGMF has any other
classes of securities outstanding as defined in the 1940 Act other than the
shares described herein.
SHAREHOLDER INQUIRIES. Shareholder inquiries with respect to USGMF or MMF should
be addressed to the Funds by telephone at (800) 826-2333 or in writing at the
address set forth on the cover page of the Proxy Statement/Prospectus.
DIVIDENDS AND DISTRIBUTIONS. Any dividends and capital gains paid by USGMF may
be received by the shareholder in cash or may be reinvested in that Fund at the
net asset value (without imposition of a sales charge) on the day so determined
by the Board of Directors. In addition, dividends and capital gainsmay also be
reinvested in Class A shares of any other series of Van Eck Funds. Any dividends
and capital gains paid by MMF will be automatically reinvested in additional
shares of the fund at the fund's net asset value at the close of business on the
payment date of the dividend or distribution unless the shareholder elects to
receive all dividends and/or distributions either in cash or to invest them
without imposition of any sales charge in any other Van Eck/Chubb Fund at such
fund's net asset value at the close of business on the payment date.
TAX CONSEQUENCES. For a discussion of the tax consequences associated with an
investment in USGMF, see "Taxes" in Van Eck Funds' Statement of Additional
Information and see "Taxes and Dividends" in the Van Eck/Chubb Funds, Inc.
Statement of Additional Information. Shareholders are urged to consult their tax
advisors regarding specific questions as to Federal, foreign, state and local
taxes.
PURCHASE OF SHARES. Both prior to and subsequent to the Reorganization, shares
of USGMF will be offered continuously for sale by the Distributor or by brokers
and agents that have entered into selling group or selling agency agreements
with the Distributor, 99 Park Avenue, New York, New York 10016. The
Reorganization will have no effect on the purchase procedures for shares of
USGMF. See "Purchase
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<PAGE>
of Shares" in the Prospectuses. For more information on the Distributor, see
"The Distributor" in the Statement of Additional Information for Van Eck Funds.
Each Class of shares of USGMF and MMF have adopted Rule 12b-1 Plans in
accordance with the 1940 Act. The Rule 12b-1 Plans are described in "Synopsis-
Other Fees" above. Each Rule12b-1 Plan must be approved annually by the Board of
Directors/Trustees. For more discussion of the 12b-1 Plans, see "Plan of
Distribution" in the USGMF Prospectus and "Distribution Plan" in the MMF
Prospectus.
REDEMPTION PROCEDURES. While shares of each Fund will be redeemed on the day on
which proper instructions are received by its transfer agent, redemption
procedures for USGMF are not identical to the redemption procedures for MMF. See
"Redemption of Shares" in the Van Eck Funds' Prospectuses and "Redemption or
Repurchase" in the MMF Prospectus.
OTHER MATTERS
It is not anticipated that any matters other than the adoption of the Plan
described above will be brought before the Meeting. If, however, any other
business is properly brought before the Meeting, proxies will be voted in
accordance with the judgment of the persons designated on such proxies.
INFORMATION CONCERNING THE MEETING
DATE, TIME AND PLACE OF MEETING
The Meeting for shareholders of MMF will be held on April ___, 1998 at 99 Park
Avenue, 8th Floor, New York, New York 10016 at __________, New York Time.
SOLICITATION, REVOCATION AND USE OF PROXIES
A shareholder executing and returning a proxy has the power to revoke it at any
time prior to its exercise by executing a superseding proxy or by submitting a
notice of revocation to the Secretary of the Trust at 99 Park Avenue, 8th Floor,
New York, New York 10016. Although mere attendance at the Meeting will not
revoke a proxy, a shareholder present at the Meeting may withdraw his or her
proxy and vote in person.
All shares represented by properly executed proxies, unless such proxies have
previously been revoked, will be voted at the Meeting in accordance with the
directions on the proxies; if no direction is indicated, the shares will be
voted "FOR" the approval of the Plan and any other proposals.
RECORD DATE AND OUTSTANDING SHARES
Only holders of record of MMF's shares of beneficial interest, par value $.01
per share, at the close of business on _______________, 1998 (the "Record Date")
are entitled to vote at the Meeting and any adjournment thereof. At the close of
business on the Record Date, there were ______________shares of MMF outstanding
and entitled to vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
No person or entity owns beneficially 5% or more of the shares of MMF or USGMF
except as stated in "Introduction" above.
VOTING RIGHTS AND REQUIRED VOTE
Voting procedures are described under "The Reorganization-Terms of the Agreement
and Plan of Reorganization" above.
A proxy that is properly executed by a client and returned to his or her broker,
which holds MMF shares for the client in its own name, and that is accompanied
by the client's instructions to withhold authority to vote with respect to the
reorganization proposal, represents a broker "non-vote" (that is, a proxy from a
broker or nominee indicating that such person has not received instructions from
the beneficial owner or other person entitled to vote shares on the particular
matter with respect to which the broker or nominee
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<PAGE>
does not have discretionary power). The shares represented thereby will be
considered not to be present at the Special Meeting for purposes of determining
the existence of a quorum for the transaction of business for that proposal and
will be deemed not cast with respect to such proposal. Also, a properly executed
and returned proxy marked with an abstention will be considered present at the
Meeting for purposes of determining the existence of a quorum for the
transaction of business. However, abstentions and broker "non-votes" do not
constitute a vote "for" or "against" the matter, and, therefore, have the effect
of a negative vote on matters which require approval by a requisite percentage
of the outstanding shares.
In the event a quorum is not present at the Meeting or in the event that a
quorum is present but sufficient votes to approve the Plan are not received, the
persons named as proxies may propose one or more adjournments of such Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares voted at the Meeting in person or
by proxy. The persons named as proxies will vote those proxies that they are
entitled to vote in such manner as they determine to be in the best interest of
shareholders with respect to any proposal to adjourn the Meeting. A shareholder
vote may be taken on the Reorganization prior to such adjournment if sufficient
votes have been received for approval.
Under Massachusetts law, shareholders of a registered investment company are not
entitled to demand fair value of the shares and will be bound by the terms of
the Reorganization if the Plan is approved at the Meeting. Any shareholder in
USGMF may, however, either redeem his or her shares at net asset value or
exchange his or her shares into another Van Eck Fund or Van Eck/Chubb Fund prior
to the date of the Reorganization.
ADDITIONAL INFORMATION
This Proxy Statement/Prospectus and the related Statement of Additional
Information do not include all the information set forth in the registration
statements and exhibits relating thereto which the Trust and Van Eck/Chubb
Funds, Inc., respectively, have filed with the Securities and Exchange
Commission, Washington, DC 20549, under the Securities Act of 1933 and the
Investment Company Act of 1940, to which reference is hereby made.
Reports, proxy statements, registration statements and other information filed
by the Trust and Van Eck/Chubb Funds, Inc., can be inspected and copied at the
public reference facilities of the Securities and Exchange Commission in
Washington, DC and Regional Offices of the Commission located at 7 World Trade
Center, New York, New York 10048 and Suite 1400, 500 West Madison Street,
Chicago, Illinois 60621. Copies of such material can also be obtained by mail
from the Public Reference Branch, Office of Consumer Affairs and Information
Services, Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, DC 20549 and its public reference facilities in New York, New York
and Chicago, Illinois, at prescribed rates.
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EXHIBIT A
AGREEMENT AND
PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of January 29,1998
(the "Plan") by and between Van Eck/Chubb Funds, Inc., a Maryland corporation
(the "Corporation") on behalf of Van Eck/Chubb Money Market Fund ("Money Market
Fund"), a series of the Corporation and Van Eck Funds, a Massachusetts business
trust (the "Trust"), on behalf of U.S. Government Money Fund, a series of the
Trust. Van Eck/Chubb Money Market Fund and U.S. Government Money Fund are
collectively referred to as the "Funds" and individually as a "Fund".
WITNESSETH:
WHEREAS, the Trust and the Corporation are each an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, this Plan is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended, such reorganization to consist of the transfer
of all of the assets of Money Market Fund in exchange solely for shares
of common stock, par value $0.001 per share, of the U.S. Government Money Fund
("U.S. Government Money Shares") and the assumption by U.S. Government Money
Fund of all of the stated liabilities of Money Market Fund and the distribution,
after the Closing hereinafter referred to, of U.S. Government Money Fund Shares
to the shareholders of Money Market Fund in liquidation of Money Market Fund,
all upon the terms and conditions hereinafter set forth in this Plan; and
WHEREAS, the Trustees of the Trust, including a majority of the Trustees who are
not interested persons, and the Directors of the Corporation, including a
majority of the Directors who are not interested persons, have determined with
regard to its constituent Fund that participating in the transactions
contemplated by this Plan is in the best interests of that Fund.
NOW, THEREFORE, the Trust and the Corporation hereby agree as follows:
1. TRANSFER OF ASSETS. Subject to the terms and conditions set forth herein, at
the closing provided for in Section 5 (herein referred to as the "Closing"), the
Corporation shall transfer all of the assets of Money Market Fund, and assign
all Assumed Liabilities (as hereinafter defined), to U.S. Government Money Fund,
and the Trust, on behalf of U.S. Government Money Fund, shall acquire all such
assets, and shall assume all such Assumed Liabilities, upon delivery to the
Company of U.S. Government Money Fund Shares having a net asset value equal to
the value of the net assets of Money Market Fund transferred (the "New Shares").
"Assumed Liabilities" shall mean all liabilities, expenses, costs, charges and
reserves reflected in an unaudited statement of assets and liabilities of Money
Market Fund as of the close of business on the Valuation Date (as hereinafter
defined), determined in accordance with generally accepted accounting principles
consistently applied from the prior audited period. The net asset value of the
New Shares and the value of the net assets of Money Market Fund to be
transferred shall be determined as of the close of regular trading on the New
York Stock Exchange on the business day next preceding the Closing (the
"Valuation Date") using the valuation procedures set forth in the then-current
prospectus and statement of additional information of U.S. Government Money
Fund.
All Assumed Liabilities of Money Market Fund, to the extent that they exist at
or after the Closing, shall after the Closing attach to U.S. Government Money
Fund and may be enforced against U.S. Government Money Fund to the same extent
as if the same had been incurred by U.S. Government Money Fund.
<PAGE>
2. LIQUIDATION OF MONEY MARKET FUND. At or as soon as practicable after the
Closing, Money Market Fund will be liquidated and the New Shares delivered to
the Company on behalf of Money Market Fund will be distributed to shareholders
of Money Market Fund, each shareholder to receive the number of New Shares equal
to the pro rata portion of shares of beneficial interest of Money Market Fund
held by such shareholder as of the close of business on the Valuation Date. Such
liquidation and distribution will be accompanied by the establishment of an open
account on the stock records of U.S. Government Money Fund in the name of each
shareholder of Money Market Fund and representing the respective pro rata number
of New Shares due such shareholder. As soon as practicable after the Closing,
the Company shall file on behalf of Money Market Fund such instruments of
dissolution, if any, as are necessary to effect the dissolution of Money Market
Fund and shall take all other steps necessary to complete liquidation and
dissolution of Money Market Fund. As of the Closing, each outstanding
certificate which, prior to the Closing, represented shares of Money Market Fund
will be deemed for all purposes to evidence ownership of the number of U.S.
Government Money Fund Shares issuable with respect thereto pursuant to the
Reorganization. After the Closing, certificates of originally represented
shares of Money Market Fund will be rendered nonnegotiable; upon special request
and surrender of such certificates to the Corporation's transfer agent, holders
of these non-negotiable certificates shall be entitled to receive certificates
representing the number of U.S. Government Money Fund shares issuable with
respect thereto.
3. REPRESENTATIONS AND WARRANTIES.
(a) The Company, on behalf of Money Market Fund, hereby represents and warrants
to the Trust on behalf of U.S. Government Money Fund as follows:
(i) the Corporation is duly organized, validly existing and in good
standing under the laws of the state of Maryland and has full power
and authority to conduct its business as presently conducted;
(ii) the Corporation has full power and authority to execute, deliver and
carry out the terms of this Plan on behalf of Money Market Fund;
(iii) the execution and delivery of this Plan on behalf of the Money Market
Fund and the consummation of the transactions contemplated hereby are
duly authorized and no other proceedings on the part of the Trust or
the shareholders of the Money Market Fund (other than as contemplated
in Section 4(I)) are necessary to authorize this Plan and the
transactions contemplated hereby;
(iv) this plan has been duly executed by the Corporation on behalf of Money
Market Fund and constitutes its valid and binding obligations,
enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights
affecting creditors' rights generally, and general equitable
principles;
(v) neither the execution and delivery of this Plan by the Corporation on
behalf of Money Market Fund, nor the consummation by the Corporation
on behalf of Money Market Fund of the transactions contemplated hereby
will conflict with, result in a breach of or default under, the
Articles of Amendment and Restatement or By-Laws of the Corporation,
as each may be amended, or any statute, regulation, order, judgment or
decree, or any instrument, contract or other Plan to which the
Corporation is a party or by which the Corporation or any of its
assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental or other
public body or authority or any other party is necessary for the
execution an delivery of this Plan by the
<PAGE>
Corporation on behalf of Money Market Fund or the consummation of any
transactions contemplated hereby by the Corporation, other than as
shall be obtained at or prior to the Closing.
(b) The Trust, on behalf of U.S. Government Money Fund, hereby represents
and warrants to Money Market Fund as follows:
(i) the Trust is duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts and has full power
and authority to conduct is business as presently conducted;
(ii) the Trust has full power and authority to execute, deliver and carry
out the terms of this Plan on behalf of U.S. Government Money Fund;
(iii) the execution and delivery of this Plan on behalf of U.S. Government
Money Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Trust or the shareholders U.S. Government Money Fund are necessary to
authorize this Plan and the transactions contemplated hereby;
(iv) this Plan has been duly executed by the Trust on behalf of U.S.
Government Money Fund and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium and
other rights affecting creditors' rights generally, and general
equitable principles;
(v) neither the execution and delivery of this Plan by the Trust on behalf
of U.S. Government Money Fund, nor the consummation by the Trust on
behalf of U.S. Government Money Fund of the transaction contemplated
hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both constitute) a breach
of or default under, the Amended and Restated Master Trust Agreement
of the Trust (the "Master Trust Agreement") or By-Laws of the
Corporation, as each may be amended, or any statute, regulation,
order, judgment or decree, or any instrument, contract or other Plan
to which the Trust is a party or by which the Trust or any of its
assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental or other
public body or authority or any other party is necessary for the
execution and delivery of this Plan by the Trust on behalf of U.S.
Government Money Fund or the consummated of any transactions
contemplated hereby by the Corporation, other than as shall be
obtained at or prior to the Closing.
4. CONDITIONS PRECEDENT. The obligations of the Trust and/or the Corporation, as
the case may be, to effectuate the Plan of Reorganization and Liquidation
hereunder shall be subject to the satisfaction of the following conditions:
(a) At or immediately prior to the Closing, the Corporation shall have declared
and paid a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to the shareholders of
Money Market Fund all of the Fund's investment company taxable income, if
any, for taxable years ending at or prior to the Closing (computed without
regard to any deduction for dividends paid) and all of its net capital gain,
if any, realized in taxable years ending at or prior to the Closing (after
reduction for any capital loss carry-forward);
(b) Such authority and orders from the Securities and Exchange Commission (the
"Commission") and
<PAGE>
state securities commissions as may be necessary to permit the Trust and the
Corporation to carry out the transactions contemplated by this Plan shall
have been received;
(c) A registration statement of the Trust on Form N-14 under the Securities Act
of 1933, as amended (the "Securities Act"), registering the New Shares under
the Securities Act, and such amendment or amendments thereto as are
determined by the Board of Trustees of the Trust to be necessary or
appropriate to effect such registration of the New Shares (the "Registration
Statement"), shall have been filed with the Commission and the Registration
Statement shall have become effective, and no stop-order suspending the
effectiveness of such Registration Statement shall have been issued, and no
proceeding for that purpose shall have been initiated or threatened by the
Commission (and not withdrawn or terminated);
(d) All necessary actions shall have been taken in order to enable U.S.
Government Money Fund to offer the New Shares to the public in all states in
which the ability to offer such New Shares is required for consummation of
the transactions contemplated hereunder;
(e) All representations and warranties of the Corporation on behalf of Money
Market Fund contained in this Plan shall be true and correct in all material
respects as of the date hereof and as of the Closing, with the same force
and effect as if then made, and the Trust on behalf of U.S. Government Money
Fund shall have received a certificate of an officer of the Corporation
acting on behalf of Money Market Fund to that effect in form and substance
reasonably satisfactory to the Trust on behalf of U.S. Government Money
Fund;
(f) All representations and warranties of the Trust on behalf of U.S. Government
Money Fund contained in this Plan shall be true and correct in all material
respects as of the date hereof and as of the Closing, with the same force
and effect as if then made, and the Corporation on behalf of Money Market
Fund shall have received a certificate of an officer of the Trust acting on
behalf of U.S. Government Money Fund to that effect in form and substance
reasonably satisfactory to the Corporation on behalf of Money Market Fund;
(g) The Trust and the Corporation shall have received a legal opinion from
counsel, in form and substance reasonably satisfactory to the Trustees of
the Trust and the Directors of the Corporation, as to the tax consequences
of the reorganization;
(h) The Trust on behalf of U.S. Government Money Fund shall have certain agreed
upon procedures performed by independent auditors, selected by the Trust, on
the unaudited statement of assets and liabilities described in Section 1 of
this Plan, and shall have received a report thereon in accordance with
established accounting standards;
(i) A vote approving this Plan and the reorganization contemplated hereby shall
have been adopted by at least a majority of the outstanding shares of
beneficial interest of Money Market Fund entitled to vote at a Meeting of
Shareholders of Money Market Fund duly called for such purpose.
5. CLOSING. The Closing shall be held at the offices of the Corporation and
shall occur (a) immediately prior to the opening of business on the first Monday
following receipt of all necessary regulatory approvals and the final
adjournment of meetings of shareholders of Money Market Fund at which this Plan
is considered or (b) such later time as the parties may agree. All acts taking
place at the Closing shall be deemed to take place simultaneously unless
otherwise provided. At, or as soon as may be practicable following the Closing,
the Corporation shall distribute the New Shares to Money Market Fund Record
Holders (as herein defined) by instructing U.S. Government Money Fund to
register the appropriate number of New Shares in the names of Money Market
Fund's shareholders and U.S. Government Money Fund will promptly comply with
said instruction. The shareholders of record of the Money Market Fund as
<PAGE>
of the close of business on the Valuation Date shall be certified by the
Corporation's transfer agent (the "Money Market Fund Record Holders").
6. EXPENSES. All expenses of the Trust and the Corporation attributable to the
transactions contemplated by this Plan, other than any registration fee payable
to the Commission in connection with the registration of New Shares under the
Securities Act or any filing or notification fee payable to the Commission or
state securities commission in connection with the transactions contemplated by
this Plan, will be borne by Chubb Asset Managers, Inc. and Van Eck Associates
Corporation, for which each shall be jointly and severally liable. Any
registration fee payable to the Commission in connection with the registration
of New Shares under the Securities Act or any filing or notification fee payable
to the Commission or state securities commission in connection with the
transactions contemplated by this Plan shall be payable by such Fund required to
pay such fee. All fees payable by any party as described herein shall be
payable by such party regardless of whether the transactions contemplated hereby
are consummated.
7. TERMINATION. This Plan and the transactions contemplated hereby may be
terminated and abandoned by resolution of the Board of Trustees of the Trust or
the Board of Directors of the Corporation with respect to either of U.S.
Government Money Fund or Money Market Fund, at any time prior to the Closing, if
circumstances should develop that, in the opinion of the Board, in its sole
discretion, make proceeding with this Plan inadvisable for either Fund. In the
event of any such termination, there shall be no liability for damages on the
part of either Money Market Fund or U.S. Government Money Fund, or their
respective Trustees/Directors or officers, to the other party, except with
respect to the payment of expenses as contemplated in Section 6 hereof.
8. AMENDMENTS. This Plan may be amended, waived or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the
Trust and the Corporation; provided, however, that following the meeting of
Money Market Fund shareholders called by the Coproation pursuant to Section 4(i)
of this Plan, no such amendment, waiver or supplement may have the effect of
changing the provisions for determining the number of U.S. Government Money Fund
Shares to be issued to the Money Market Fund shareholders under this Plan to the
detriment of such shareholders without their further approval.
9. GOVERNING LAW. This Plan shall be governed and construed in accordance with
the laws of the Commonwealth of Massachusetts, without giving effect to the
conflicts of laws provisions thereof.
10. FURTHER ASSURANCES. Unless the Plan has been terminated pursuant to Section
7 hereof, the Trust with respect to U.S. Government Money Fund, and the
Corporation with respect to Money Market Fund, shall take such further action,
prior to, at, and after the Closing as may be necessary or desirable and proper
to consummate the transactions contemplated hereby.
11. LIMITATIONS OF LIABILITY. The term "Van Eck Funds" means and refers to the
Trustees from time to time serving under the Master Trust Agreement as the same
may subsequently thereto have been, or subsequently hereto may be, amended. It
is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Corporation, personally, but bind only the assets and property
of the U.S. Government Money Fund series of the Trust, as provided in the Master
Trust Agreement. The execution and delivery of this Plan has been authorized by
the Trustees of the Trust and signed by an authorized officer of the Trust,
acting as such, and neither such authorization nor such execution and delivery
shall be deemed to have been made individually or to impose any personal
liability, but shall bind only the Trust property of the U.S. Government Money
Fund series of the Trust as provided in the Articles of Amendment and
Restatement. The Master Trust Agreement of the Trust provide, and it is
expressly agreed, that each Fund shall be solely and exclusively responsible for
the payment of its debts, liabilities and obligations, and that no
<PAGE>
other Fund shall be responsible for the same.
IN WITNESS WHEREOF, the Trustees of the Trust and the Directors of the
Corporation have caused this Plan to be executed on behalf of its constituent
Fund as of the date first set forth above by their duly authorized
representatives.
Attest: Van Eck/Chubb Funds -
Money Market Fund
/s/ Thaddeus Leszczynski By: /s/ Michael O'Reilly
- ------------------------------------- ------------------------
Thaddeus Leszczynski, Michael O'Reilly,
Secretary President
Van Eck Funds
Van Eck U.S. Government Money Fund
/s/ Thaddeus Leszczynski By: /s/ John C. van Eck
- ------------------------------------- -------------------------------
Thaddeus Leszczynski, John C. van Eck,
Secretary President
We acknowledge our obligations under Section 6 of this Plan and agree to perform
those obligations in accordance with the terms of this Plan.
Chubb Asset Managers, Inc. Van Eck Associates Corporation
By: By:
--------------------------------- -------------------------------
<PAGE>
VAN ECK/CHUBB FUNDS
MONEY MARKET FUND
99 PARK AVENUE, 8TH FLOOR
NEW YORK, NEW YORK 10016
1-800-826-2333
_______________________________________
STATEMENT OF ADDITIONAL INFORMATION
_______________________________________
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Proxy Statement/Prospectus of Money Market Fund (the
"Fund" or "MMF"), a series of Van Eck/Chubb Funds, dated April __, 1998, which
is enclosed. This Statement of Additional Information has been incorporated by
reference into the Proxy Statement/Prospectus.
Further information about the U.S. Government Money Fund ("USGMF") series of Van
Eck Funds is contained in and incorporated by reference to its latest Prospectus
and Statement of Additional Information, dated April 30, 1997 and its Annual
Report to shareholders for the year ended December 31, 1997, all of which are
incorporated by reference herein and are available at no cost by either calling
Van Eck Funds at the phone number listed above or by writing to the above
address.
Further information about the Fund is contained in and incorporated by reference
to its latest Prospectus and Statement of Additional Information dated May 1,
1997, and its Annual Report to Shareholders for the year ended December 31,
1997, all of which are incorporated by reference herein and are available at no
cost by either calling MMF at the phone number listed above or by writing to the
above address.
The following is the pro-forma information for USGMF and MMF.
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED____________, 1998.
<PAGE>
TABLE OF CONTENTS PAGE
- --------------------------------------------------------------------------------
General Information......................................................... 2
GENERAL INFORMATION
The shareholders of MMF are being asked to approve an Agreement and Plan of
Reorganization and Liquidation (the "Plan") which contemplates the exchange of
substantially all of the assets of MMF for shares of USGMF, the assumption of
the liabilities of MMF by USGMF, the distribution of USGMF shares to the
shareholders of MMF and the liquidation of MMF. USGMF is an open-end management
investment company registered under the Investment Company Act of 1940 and a
series of Van Eck Funds organized as a Massachusetts business trust. A Special
Meeting of Shareholders to consider the Plan and other matters described in the
Proxy Statement/Prospectus will be held at 99 Park Avenue, 8th Floor, New York,
New York on, _________, April ___, 1998 at _________, New York Time.
For detailed information about the Plan, shareholders of MMF should refer to the
Proxy Statement/Prospectus.
2
<PAGE>
COMBINED SCHEDULE OF INVESTMENTS FOR
U.S. GOVERNMENT MARKET FUND AND THE VAN ECK/CHUBB
MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Market Value
------------------------------------------
Proforma
U.S. Government Van Eck/ for
Principal Money Chubb Money Combined
SHORT-TERM OBLIGATIONS Value Fund Market Fund Fund
-----------------------------------------------------
<S> <C> <C> <C> <C>
Federal National Mortgage Association Discount Note,
6.00%, due 08/05/98............................................. $ 4,600,000 0 $4,571,429 $ 4,571,429
U.S. Treasury Bill, 5.18%, due O1/22/98.......................... 1,800 0 1,794,581 $ 1,794,581
U.S. Treasury Bill, 5.20%, due O1/22/98.......................... 2,835,000 0 2,826,401 $ 2,826,401
U.S. Treasury Bill, 5.32%, due O1/22/98.......................... 15,000,000 14,954,500 0 $14,954,500
U.S. Treasury Bill, 5.30%, due O2/26/98.......................... 20,000,000 19,838,844 0 $19,838,844
Repurchase Agreements:
Cost $8,687,506 purchased on 12/31/97, 5.75% due 01/02/98;
maturity value - $8,690,281 (with HSBC Securities Incorporated
collateralized by $8,511,000 U.S. Treasury Note due 10/31/98
with an interest rate of 6.25% and a value of $21,417,692)...... 8,687,506 8,687,506 0 $8,687,506
Cost $8,500,000 purchased on 12/31/97, 6.00% due 01/02/98;
maturity value - $8,502,833 (with Merrill Lynch, Pierce,
Fenner & Smith Incorporated collateralized by $8,240,000
U.S. Treasury Note due 8/31/98 with an interest rate of 6.00%
and a value of $20,407,447)..................................... 8,500,000 8,500,000 0 $8,500,000
-----------------------------------------------------
Total investments (amortized cost $61,173,261).................... 71.08% 51,980,850 9,192,411 $61,173,261
Other assets less liabilities..................................... 28.92% 24,669,215 214,993 $24,884,208
-----------------------------------------------------
TOTAL NET ASSETS.................................................. 100.00% $76,650,065 $9,407,404 $86,057,469
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Proforma
U.S. Government Van Eck/ for
Money Chubb Money Combined
Fund Market Fund Adjustment Fund
--------------- ----------- ---------- --------
<S> <C> <C> <C> <C>
Capital:
Capital Stock -- U.S. Government Money Fund - unlimited
number of shares authorized and Van Eck/Chubb Money Market
Fund $0.01 par value, 100,000,000 shares authorized per share
76,649,948 shares of U.S. Government Money Fund, and 9,408,416 shares
of Van Eck/Chubb Money Market Fund issued and 86,058,364
shares for the Combined Fund, as adjusted........................ - 94,076 (94,076) -
Capital paid in excess of par...................................... $ 76,649,948 9,314,340 94,076 86,058,360
Accumulated realized capital losses on investments -- net.......... 117 81,012 (895)
Total -- Equivalent to $1.00 net asset value per share of
Van Eck/Chubb Global Fund Common Stock, and $1.00 net
asset value per share of Global Income Fund Common
Stock and $1.00 net asset value per share for the Combined
Fund, as adjusted
Total Capital..................................................... $ 76,650,065 $9,407,404 $ - $ 86,054,769
</TABLE>
<PAGE>
The following unaudited pro forma Combined Statement of Assets, Liabilities
and Capital for the Combined Fund has been derived from the Statement of Assets,
Liabilities and Capital of the respective Funds at December 31, 1997 and such
information has been adjusted to give effect to the Reorganization as if the
Reorganization had occurred at December 31, 1997. The pro forma Combined
Statement of Assets, Liabilities and Capital is presented for informational
purposes only and does not purport to be indicative of the financial condition
that actually would have resulted if the Reorganization had been consummated at
December 31, 1997. The pro forma Combined Statement of Assets, Liabilities and
Capital should be read in conjunction with the Funds' financial statements and
related notes thereto which are included in this Joint Proxy Statement and
Prospectus.
COMBINED STATEMENT OF ASSETS, LIABILITIES AND CAPITAL
AS OF DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
VAN ECK/
U.S. GOVERNMENT CHUBB MONEY PROFORMA FOR
MONEY FUND MARKET FUND ADJUSTMENT COMBINED FUND
<S> <C> <C> <C> <C>
ASSETS:
Investments at Cost............................... $51,980,850 $9,192,411 $0 $61,173,261
Investments at Value.............................. $51,980,850 $9,192,411 $0 $61,173,261
Receivables:
Cash and currencies.............................. 0 239,663 0 239,663
Interest and Dividends........................... 2,804 0 0 2,804
Securities Sold................................. 0 0 0
From Advisor.................................... 0 22,602 0 22,602
Capital Shares Sold.............................. 37,112,414 4,317 0 37,116,731
Other Assets..................................... 0 393 0 393
------------------------------------------
Total Assets.................................. 89,096,068 9,459,386 0 98,555,454
------------------------------------------
LIABILITIES:
Payables:
Dividends Payable................................ 32,266 8,267 0 40,533
Capital Shares repurchased....................... 12,333,052 18,709 0 12,351,761
Due to custodian................................. 118 0 0 118
Accounts Payable................................. 80,567 25,004 0 105,571
------------------------------------------
Total Liabilities............................. 12,446,003 51,980 0 12,497,983
------------------------------------------
Net Assets........................................ $76,650,065 $9,407,406 $0 $86,057,471
==========================================
</TABLE>
<PAGE>
The following unaudited pro forma Combined Statement of Operations for the
Combined Fund has been derived from the statements of operations of the
respective Funds for the six months ended December 31, 1997, and such
information has been adjusted to give effect to the Reorganization as if the
Reorganization had occurred on December 31, 1997. The pro forma Combined
Statement of Operations is presented for informational purposes only and does
not purport to be indicative of the results of operations that actually would
have resulted if the Reorganization had been consummated on December 31, 1997
nor which may result from future operations. The pro forma Combined Statement of
Operations should be read in conjunction with the Funds' financial statements
and related notes thereto which are included in this Joint Proxy Statement and
Prospectus.
COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
U.S. GOVERNMENT CHUBB MONEY PROFORMA FOR
MONEY FUND MARKET FUND ADJUSTMENT COMBINED FUND
<S> <C> <C> <C> <C>
INCOME:
Interest............................................................. 4,018,173 473,466 0 4,491,639
------------------------------------------------------
Total Income..................................................... 4,018,173 473,466 0 4,491,639
------------------------------------------------------
EXPENSES:
Advisory fee......................................................... 386,515 13,510 0 400,025
Distribution......................................................... 193,258 22,516 0 215,774
Custodian............................................................ 114,732 3,032 0 117,764
Transfer agency...................................................... 64,478 35,922 0 100,400
Administrative fee (Note 2).......................................... 119,086 31,522 0 87,564
Registration......................................................... 28,466 9,095 0 37,561
Professional......................................................... 37,478 10,508 0 44,082
Reports to shareholders.............................................. 15,380 4,593 0 19,973
Trustees fees and expenses........................................... 13,964 1,012 0 14,976
Other................................................................ 47,986 1,914 0 45,996
------------------------------------------------------
Total Expenses................................................... 985,917 133,624 0 1,119,571
Expenses Waived by the Administration................................ 0 (88,592) 0 (88,592)
------------------------------------------------------
NET EXPENSES..................................................... 0 45,032 0 1,030,949
------------------------------------------------------
NET INVESTMENT INCOME............................................ 3,032,256 428,434 0 3,460,690
======================================================
REALIZED GAIN (LOSS) ON INVESTMENTS
Net Realized Gain (Loss) on Investments.............................. 0 (500) 0 (500)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATION $3,032,256 $427,934 $0 $3,460,190
======================================================
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
PRO FORMA FOOTNOTES OF MERGER BETWEEN
VAN ECK/CHUBB MONEY MARKET FUND AND U.S. GOVERNMENT MONEY FUND
December 31, 1997 (unaudited)
1. GENERAL
The accompanying pro forma financial statements are presented to show the effect
of the proposed acquisition of Van Eck/Chubb Money Market Fund by Fund, as if
such acquisition had taken place as of January 1, 1998.
Under the terms of the Plan of Reorganization, the combination of Van Eck/Chubb
Money Market Fund and U.S Government Money Fund will be taxed as a tax-free
business combination and accordingly will be accounted for by a method of
accounting for tax free mergers of investment companies (sometimes referred to
as the pooling without restatement method). The acquisition would be
accomplished by an acquisition of the net assets of Van Eck/Chubb Money Market
Fund in exchange for shares of U.S. Government Money Fund at net asset value.
The statement of assets and liabilities and the related statement of operations
of Van Eck/Chubb Money Market Fund and U.S. Government Money Fund have been
combined as of and for the year ended December 31, 1997.
The accompanying pro forma financial statements should be read in conjunction
with the financial statements and schedule of investments and U.S. Government
Fund and Van Eck/Chubb Money Market Fund which are included in their respective
annual reports dated December 31, 1997.
The following notes refer to the accompanying pro forma financial statements as
if the above mentioned acquisition of Van Eck/Chubb Money Market Fund by
U.S. Government Money Fund had taken place as of January 1, 1998.
2. SIGNIFICANT ACCOUNTING POLICIES
U.S Government Money Fund is a Massachusetts business trust, registered under
the Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company.
The significant accounting policies consistently followed by U.S Government
Money Fund are (a) securities transactions are accounted for on the trade date
(b) Debt instruments are valued by using the amortized cost method to value
securities (c) interest income is recorded on the accrual basis (d) gains or
losses on the sale of securities are calculated by using the identified cost
method (e) direct expenses are charged to the fund (f) dividends and
distributions to shareholders are recorded daily (g) U.S Government Money Fund
intends to comply with the requirements of the Internal Revenue Code pertaining
to regulated investment companies and to make the required distributions to
shareholder; therefore, no provision for Federal income taxes has been made.
3. PRO FORMA ADJUSTMENTS
The accompanying pro forma financial statements reflect changes in fund shares
as if the merger had taken place on December 31, 1997. Adjustments made to
expenses for duplicated services that would not have been incurred if the merger
took place on January 1, 1998.
4. MANAGEMENT AGREEMENT AND TRANSACTIONS WITH AFFILIATED PERSONS
Van Eck Associates Corporation (VEAC) acts as investment manager of U.S
Government Money Fund. U.S Government Fund pays VEAC a management fee calculated
at the annual rate of 0.50% on average daily net assets. All fees are calculated
daily and paid monthly.
<PAGE>
PART C
OTHER INFORMATION
Item 15. Indemnification
Reference is made to Article VI, of the Master Trust Agreement of the
Registrant, as amended, previously filed as Exhibit (1) to the Registration
Statement.
Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Securities 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
ITEM 16. Exhibits
(1)(a) Master Trust Agreement (incorporated by reference to Registration
Statement No. 2-97596); Form of First Amendment to Master Trust
Agreement (incorporated by reference to Registration Statement No. 2-
97596). Form of Second Amendment to Master Trust Agreement
(incorporated by reference to Pre-Effective Amendment No. 1). Form of
Third Amendment to Master Trust Agreement (incorporated by reference to
Post-Effective Amendment No. 1). Form of Fourth Amendment to Master
Trust Agreement (incorporated by reference to Post-Effective Amendment
No. 3). Form of Fifth Amendment to the Master Trust Agreement, adding
World Income Fund as a series to the trust (incorporated by reference
to Post-Effective Amendment No. 7). Form of Sixth Amendment to Master
Trust Agreement, adding International Investors Fund as a series of the
Trust and establishing investment limitations therefore, respectively,
(incorporated by reference to Post-Effective Amendment No. 17). Form of
Seventh Amendment to the Master Trust Agreement, adding Short-Term
World Income Fund and International Equities Fund as series of the
Trust (incorporated by reference to Post-Effective Amendment No. 19).
(1)(b) Form of Amended and Restated Master Trust Agreement (incorporated by
reference to Post-Effective Amendment No. 20); Form of Amendment to the
Master Trust Agreement changing the name of Short-Term World Income
Fund to Short-Term World Income Fund-C and changing the name of
International Equities Fund to International Growth Fund (incorporated
by reference to Post-Effective Amendment No. 20); Form of Second
Amendment to the Amended and Restated Master Trust Agreement adding
Asia Dynasty Fund as a series of the Trust (incorporated by reference
to Post-Effective Amendment No. 23); Third Amendment to the Amended and
Restated Master Trust Agreement adding Global Balanced Fund as a series
of the Trust and changing the name of International Investors Fund to
International Investors Gold Fund (incorporated by reference to Post-
Effective Amendment No. 29); Fourth Amendment to the Amended and
Restated Master Trust Agreement adding Global SmallCap Fund and Asia
Infrastructure Fund as series of the Trust (incorporated by reference
to Post-Effective Amendment No. 30); Form of Fifth Amendment to the
Amended and Restated Master Trust Agreement (incorporated by reference
to Post-Effective Amendment No. 35); Form of Sixth Amendment to the
Amended and Restated Master Trust Agreement (incorporated by reference
to Post-Effective Amendment No. 35); Seventh Amendment to Amended and
Restated Master Trust Agreement adding Global Hard Assets Fund as a
series of the Trust (incorporated by reference to Post-Effective
Amendment No. 36); Eighth Amendment to Amended and Restated Master
Trust Agreement adding Gold Opportunity Fund as a series of the Trust
(incorporated by reference to Post-Effective Amendment No. 37); Ninth
Amendment to the Amended and Restated Master Trust Agreement adding
Class B shares to Asia Infrastructure Fund, Global Hard Assets Fund and
Gold Opportunity Fund series of the Trust (incorporated by reference to
Post-Effective Amendment No. 39).
(1)(c) Tenth Amendment to Amended and Restated Master Trust Agreement adding
Emerging Markets Growth Fund (to be filed by Amendment).
(2) By-laws of Registrant (incorporated by reference to Registration
Statement No. 2-97596).
(3) Not Applicable.
(4) Not Applicable.
(5)(a) Form of certificate of shares of beneficial interest of the World Trend
Fund (incorporated by reference to Pre-Effective Amendment No. 1).
Forms of certificates of shares of beneficial interest of
Gold/Resources Fund and
<PAGE>
U.S. Government Money Fund (incorporated by reference to Post-Effective
Amendment No. 1); Form of certificate of shares of beneficial interest
of the World Income Fund (incorporated by reference to Post-Effective
Amendment No. 6); Forms of certificates of shares of beneficial
interest of the Short-Term World Income Fund-C and International Growth
Fund (incorporated by reference to Post-Effective Amendment No. 23);
Form of certificate of shares of beneficial interest of Asia Dynasty
Fund (incorporated by reference to Post-Effective Amendment No. 23);
Form of certificate of Class B shares of beneficial interest of Asia
Dynasty Fund (incorporated by reference to Post-Effective Amendment No.
26); Form of certificate of Class A and Class B shares of beneficial
interest of Global Balanced Fund (incorporated by reference to Post-
Effective Amendment No. 26); Form of certificate of Class B shares of
beneficial interest of the World Income Fund (incorporated by reference
to Post-Effective Amendment No. 29); Certificate of Class A shares of
beneficial interest of the World Income Fund; Form of certificate of
Class A and Class B shares of beneficial interest of Global SmallCap
Fund and Asia Infrastructure Fund (incorporated by reference to Post-
Effective Amendment No. 30); Form of certificate of Class A and Class C
shares of beneficial interest of Global Hard Assets Fund (incorporated
by reference to Post-Effective Amendment No. 33); Form of certificate
of Class A and Class C shares of beneficial interest of Gold
Opportunity Fund (incorporated by reference to Post-Effective Amendment
No. 35); Form of certificate of Class B shares of beneficial interest
of Asia Infrastructure Fund, Global Hard Assets Fund and Gold
Opportunity Fund (incorporated by reference to Post-Effective Amendment
No. 39.
(5)(b) Instruments defining rights of security holders (See Exhibits (1) and
(2) above).
(6)(a) Advisory Agreement (incorporated by reference to Post-Effective
Amendment No. 1).
(6)(b) Letter Agreement to add Gold/Resources Fund and U.S. Government Money
Fund (incorporated by reference to Post-Effective Amendment No. 1);
Letter Agreement to add World Income Fund (incorporated by reference to
Post-Effective Amendment No. 6)
(6)(c) Form of Advisory Agreement between Van Eck Associates Corporation and
Van Eck Funds with respect to Asia Dynasty Fund (incorporated by
reference to Post-Effective Amendment No. 23).
(6)(d) Advisory Agreement between Van Eck Associates Corporation and Van Eck
Funds with respect to Global Balanced Fund (incorporated by reference
to Post-Effective Amendment No. 31).
(6)(e) Letter Agreement to add Global SmallCap Fund and Asia Infrastructure
Fund (incorporated by reference to Post-Effective Amendment No. 31);
and. Letter Agreement to add Gold/Resources Fund and International
Investors Gold Fund (incorporated by reference to Post-Effective
Amendment No. 34)
(6)(f) Advisory Agreement between Van Eck Associates Corporation and Global
Hard Assets Fund (incorporated by reference to Post-Effective Amendment
No. 36).
(6)(g) Form of Letter Agreement to add Gold Opportunity Fund (incorporated by
reference to Post-Effective Amendment No. 37).
(6)(h) Sub-Advisory Agreement among Fiduciary International, Inc., Van Eck
Associates Corporation and Van Eck Funds with respect to Global
Balanced Fund (incorporated by reference to Post-Effective Amendment
No. 27).
(6)(i) Form of Advisory Agreement between Van Eck Associates Corporation and
Van Eck Funds with respect to Emerging Markets Growth Fund (originally
called Global Emerging Markets Fund) (incorporated by reference to
Post-Effective Amendment No. 36).
(6)(k) Form of Sub-Advisory Agreement among Peregrine Asset Management (Hong
Kong) Limited, Van Eck Associates Corporation and Van Eck Funds with
respect to Emerging Markets Growth Fund (originally called Global
Emerging Markets Fund) (incorporated by reference to Post-Effective
Amendment No.46).
2
<PAGE>
(7)(a) Distribution Agreement (incorporated by reference to Post-Effective
Amendment No. 1).
(7)(b) Letter Agreement to add Gold/Resources Fund and U.S. Government Money
Fund (incorporated by reference to Post-Effective Amendment No. 1);
Letter Agreement to add World Income Fund (incorporated by reference
to Post-Effective Amendment No. 6); and Letter Agreement to add Asia
Dynasty Fund (incorporated by reference to Post-Effective Amendment
No. 23)
(7)(c) Letter Agreement to add Global SmallCap Fund and Asia Infrastructure
Fund (incorporated by reference to Post-Effective Amendment No. 31);
Letter Agreement to add Gold/Resources Fund-C, International
Investors Gold Fund-C, Global SmallCap Fund-C and Asia Infrastructure
Fund-C (incorporated by reference to Post-Effective Amendment No.
34); Letter Agreement to add Global Hard Assets Fund (incorporated by
reference to Post-Effective Amendment No. 36); Form of Letter
Agreement to add Gold Opportunity Fund (incorporated by reference to
Post-Effective Amendment No. 37); Form of Letter Agreement adding
Asia Select Portfolios (incorporated by reference to Post-Effective
Amendment No. 41); and Form of Letter Agreement adding Core
International Index Fund (incorporated by reference to Post-Effective
Amendment No. 42)
(7)(d) Amendment to Form of Selling Group Agreement (incorporated by
reference to Post-Effective Amendment No. 9).
(7)(e) Selling Group Agreement (incorporated by reference to Post-Effective
Amendment No. 12).
(7)(f) Letter Agreement to add Emerging Markets Growth Fund (to be filed by
amendment).
(8) Form of Deferred Compensation Plan (incorporated by reference to
Post-Effective Amendment No. 40).
(9) Global Custody Agreement, as amended (to be filed by amendment).
(10)(a) Plan of Distribution with respect to International Growth Fund and
Asia Dynasty Fund Incorporated by reference to Post-Effective
Amendment No. 23). Form of Plan of Distribution with respect to Class
B shares of Asia Dynasty Fund (Incorporated by reference to Post-
Effective Amendment No. 25). Form of Plan of Distribution with
respect to Global Balanced Fund (Class A and B) and World Income Fund
(Class B) (incorporated by reference to Post-Effective Amendment No.
26). Letter Agreement to add Global SmallCap Fund (Class A) and Asia
Infrastructure Fund (Class A) (incorporated by reference to
Gold/Resources Fund (Class C), International Investors Gold Fund
(Class C), Global (Class A) (incorporated by reference to Post-
Effective Amendment No. 36). Form of Letter Agreement to add Gold
Opportunity Fund (Class A and Class C) and Letter Agreement to add
Global Hard Assets Fund (Class C) (incorporated by reference to Post-
Effective Amendment No. 37. Form of Plan of Distribution with respect
to Asia Infrastructure Fund (Class B), Global Hard Assets Fund (Class
B) and Gold Opportunity Fund
(10)(b) Letter Agreement to add Emerging Markets Growth Fund (Class A/Class
B/Class C).
(11) Opinion of Goodwin, Procter & Hoar, including consent, with regard to
World Trends Fund (incorporated by reference to Pre-Effective
Amendment No. 1); Opinion Of Fund (incorporated by reference to Post-
Effective Amendment No. 1); Opinion of Goodwin, Procter & Hoar with
regard to World Income Fund (incorporated by reference to Post-
Effective Amendment No. 7); Opinion of Goodwin, Procter & Hoar and
consent with regard to International Investors (incorporated by
reference to Post-Effective Amendment No. 17); Opinion of Goodwin,
Procter and Hoar with regard to Asia Dynasty Fund (incorporated by
reference to Post-effective Amendment No. 24); Opinion of Goodwin,
Procter & Hoar with respect to the issuance of Class B shares of Asia
Dynasty Fund and with respect to the issuance of Class A and Class B
shares of Global Balanced Fund (incorporated by reference to Post-
effective Amendment No. 27); Opinion of Goodwin, Procter & Hoar with
respect to the issuance of Class A and Class B shares of Asia
Infrastructure Fund and Global SmallCap Fund (incorporated by
reference to Post-effective Amendment No. 31) and Opinion of Goodwin,
Procter & Hoar, including consent, with regard to the issuance of
Class A and Class C shares of Global Hard Assets Fund (incorporated
by reference to Post-effective Amendment No. 36). Opinion of Goodwin,
Procter & Hoar, including consent, with regard to the issuance of
Class A and Class C shares of Gold Opportunity Fund (incorporated by
reference to Post-Effective Amendment No. 37). Opinion of Goodwin,
Proctor & Hoar including consent, with regard to the issuance of
Class B shares of Asia Infrastructure Fund, Gold Opportunity Fund and
Global Hard Assets Fund (incorporated by reference to Post-Effective
Amendment No. 40).
(11)(b) Opinion of Goodwin, Procter & Hoar, with respect to issuance of Class
A, Class B and Class C shares of Emerging Markets Growth Fund (to be
filed by amendment).
(12) To be filed.
3
<PAGE>
(13)(a) Forms of Procedural Agreement, Customer Agreement and Safekeeping
Agreement with Merrill Lynch Futures Inc. utilized by World Income
Fund, and Forms of Procedural Agreement, Customer Agreement and Safe
Keeping Agreement with Morgan Stanley & Co. utilized by World Income
Fund (incorporated by reference to Post-Effective Amendment No. 9).
(13)(b) Commodity Customer's Agreement between World Income Fund and Morgan
Stanley & Co. (incorporated by reference to Post-Effective Amendment
No. 10 ).
(13)(c) Agreement and Plan of Redomicile and Reorganization between the Trust
and International Investors Incorporated respecting the
reorganization of International Investors Incorporated into the Trust
as its fifth series, International Investors. (incorporated by
reference to Post-Effective Amendment No. 17).
(13)(d) Form of Accounting and Administrative Services Agreement with respect
to Asia Dynasty Fund (Incorporated by reference to Post-effective
Amendment No. 23).
(13)(e) Accounting and Administrative Services Agreement with respect to
Global Balanced Fund (incorporated by reference to Post-effective
Amendment No. 31).
(13)(f) Letter Agreement to add Global SmallCap Fund and Asia Infrastructure
Fund (incorporated by reference to Post-effective Amendment No. 31)
and Letter Agreement to add Gold/Resources Fund and International
Investors Gold Fund (incorporated by reference to Post-effective
Amendment No. 34). Letter Agreement to add Global Hard Assets
Fund (incorporated by reference to Post-effective Amendment No. 36).
Letter Agreement to add Gold Opportunity Fund (incorporated by
reference to Post-effective Amendment No. 37).
(13)(g) Form of Accounting and Administrative Services Agreement with respect
to Global Emerging Markets Fund (incorporated by reference to Post-
Effective Amendment No. 36).
(13)(h) Letter Agreement to add Emerging Markets Growth Fund (to be filed by
amendment).
(14) Accountants consent.
(15) Not Applicable.
(16) Powers of Attorney (incorporated by reference to Post-Effective
Amendment No. 5).
(17) Not Applicable.
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 part of this registration statement by any person or party who
is deemed to be an underwriter within the meaning of Rule 145(C) of the
Securities Act of 1933, as amended, 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 applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment
to the registration statement and will not be used until the amendment
is effective, and that, in determining liability under the Securities
Act of 1933, as amended, each post-effective amendment shall be deemed
to be a new registration statement for the securities offered herein,
and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
<PAGE>
SIGNATURES
----------
As required by the Securities Act of 1933, the registration statement on Form N-
14 has been signed on behalf of the Registrant by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 29th day of
January, 1998.
VAN ECK FUNDS
By: /s/ John C. van Eck
----------------------------------
John C. van Eck, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated:
Signature Title Date
/s/ John C. van Eck Chairman & President 1/29/98
- -------------------
John C. van Eck
/s/ Bruce J. Smith Chief Financial Officer 1/29/98
- ------------------
Bruce J. Smith
/s/ Jeremy H. Biggs Trustee 1/29/98
- -------------------
Jeremy H. Biggs
/s/ Richard C. Cowell Trustee 1/29/98
- ---------------------
Richard C. Cowell
/s/ Philip D. DeFeo Trustee 1/29/98
- -------------------
Philip D. DeFeo
/s/ Wesley G. McCain Trustee 1/29/98
- --------------------
Wesley G. McCain
/s/ David J. Olderman Trustee 1/29/98
- ---------------------
David J. Olderman
/s/ Ralph F. Peters Trustee 1/29/98
- -------------------
Ralph F. Peters
/s/ Richard D. Stamberger Trustee 1/29/98
- -------------------------
Richard D. Stamberger
<PAGE>
VAN ECK/CHUBB FUNDS, INC.
MONEY MARKET FUND
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD APRIL ___, 1998
The undersigned shareholder of MONEY MARKET FUND, (the "Fund"), a series
of Van Eck Funds (the "Company"), having received Notice of the Meeting of
Shareholders of the Fund to be held on April __, 1998 and the Proxy
Statement/Prospectus accompanying such Notice, hereby constitutes and appoints
Barbara Allen and Susan Grant and each of them, true and lawful attorneys or
attorney for the undersigned, with several powers of substitution, for and in
the name, place and stead of the undersigned, to attend and vote all shares of
the Fund which the undersigned would be entitled to vote at the Meeting to be
held at 99 Park Avenue, 8th Floor, New York, New York, on April ___, 1998, at
____ New York Time, and at any and all adjournments thereof, with all powers the
undersigned would possess if personally present.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSAL ON THE REVERSE
SIDE HEREOF. THE SHARES REPRESENTED HERBY WILL BE VOTED AS INDICATED ON THE
REVERSE SIDE OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
- --------------------------------------------------------------------------------
Back of Proxy
- -------------
PROPOSAL
1. To approve the Agreement and Plan of Reorganization and Liquidation involving
the exchange of substantially all of the Fund's assets for shares of Van Eck
U.S. Government Money Fund, the assumption of liabilities of the Fund by Van
Eck U.S. Government Money Fund, the distribution of such shares to the
shareholders of the Fund and the subsequent liquidation of the Fund.
FOR AGAINST ABSTAIN
---------- ---------- ----------
Dated: ______________________ 1998
________________________
Signature of shareholder
_______________________
Signature of Co-owner
For joint accounts, all co-owners must
sign. Executors, administrators,
trustees,etc. should so indicate when
signing.
