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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. 2 /X/
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)
THOMAS ELWOOD, 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
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NO FILING FEE IS REQUIRED BECAUSE THE REGISTRANT HAS HERETOFORE DECLARED ITS
INTENTION TO REGISTER AN INDEFINITE NUMBER OF SHARES OF BENEFICIAL INTEREST,
$.001 PAR VALUE, OF THE U.S. GOVERNMENT MONEY MARKET FUND SERIES, PURSUANT TO
RULE 24f-2.
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VAN ECK FUNDS
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*
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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>
* The Proxy Statement/Prospectus is incorporated by reference to the
Registration Statement on Form N-14 and Post-Effective Amendment No. 1 to the
Registration Statement on Form N-14, filed previously with the Commission.
** Reference is also made to the sections of the Registrant's currently
effective Registration Statement on Form N-1A, as amended, required by these
Items to the Form N-14.
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The Proxy Statement/Prospectus (Parts A and B) and Part C of the Van Eck
Funds Registration Statement on Form N-14 are incorporated by reference to the
Registration Statement on Form N-14 and Post-Effective Amendment No. 1 to the
Registration Statement on Form N-14 of Van Eck Funds filed previously with the
Commission.
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GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
April 24, 1998
Van Eck Funds
Van Eck/Chubb Funds, Inc.
99 Park Avenue
New York, New York 10016
Ladies and Gentlemen:
We have acted as counsel to Van Eck Funds (the "Trust") and Van Eck/Chubb
Funds, Inc. (the "Company") in connection with the proposed acquisition of the
assets of a series of the Company by a series of the Trust, pursuant to an
Agreement and Plan of Reorganization and Liquidation (the "Plan") described in
the prospectus and proxy statement relating to the Plan included as part of the
Registration Statement on Form N-14 of the Trust, filed on February 19, 1998
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), as amended by Post-
Effective Amendment No. 1 filed March 30, 1998 (the "Registration Statement").
You have requested our opinion as to certain federal income tax consequences of
the transactions contemplated by the Plan.
In rendering this opinion, we have reviewed such documents and materials as
we have considered necessary for the purpose of rendering this opinion. We have
made inquiry as to the underlying facts which we considered to be relevant to
the conclusions set forth in this letter. The opinions expressed in this letter
are based upon certain factual statements relating to the Trust and the Company
set forth in the Registration Statement and certain representations set forth
below that have been confirmed to us in representation letters from the Trust
and the Company dated as of the date hereof for our use in rendering the
opinions set forth herein. Capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Plan.
The discussion and conclusions set forth below are based upon the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations and
existing administrative
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/1/ All section references contained herein are to the Code.
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GOODWIN, PROCTER & HOAR LLP
Van Eck Funds
Van Eck/Chubb Funds, Inc.
April 24, 1998
Page 2
and judicial interpretations thereof, all of which are subject to change. No
assurance can therefore be given that the federal income tax consequences
described below will not be altered in the future, including on or before the
date of the Closing, and we do not assume responsibility to provide notice or
advice to any person or entity regarding any such changes or altered tax
consequences.
I. Background and Facts.
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The Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Act"). The Trust consists of a
number of separate portfolios of securities, including Van Eck U.S. Government
Money Fund (the "Acquiring Fund"). The Trust is organized as a Massachusetts
business trust. The Trust operates as a series company pursuant to Rule 18f-2
under the Act. The Acquiring Fund intends to acquire the assets of Money Market
Fund (the "Acquired Fund"), a portfolio series of the Company. The Company, a
Maryland corporation, is an open-end management investment company registered
under the Act.
The Acquired Fund invests in securities which are of the character in which
the Acquiring Fund invests. The investment objective of the Acquiring Fund is
to seek safety of principal, daily liquidity and current income by investing in
U.S. Treasury bills, notes and obligations guaranteed by the "full faith and
credit" of the U.S. Government ("U.S. Government Securities"). As a matter of
fundamental policy, at least 80% of the Acquiring Fund's total assets are at all
times invested in U.S. Government Securities and repurchase agreements
collateralized with U.S. Government Securities. The investment objective of the
Acquired Fund is to seek the highest possible level of current income as is
consistent with the preservation of capital and the maintenance of liquidity by
investing primarily in short-term high-grade debt obligations. Currently, the
Acquired Fund is invested primarily in U.S. Government Securities and repurchase
agreements collateralized with U.S. Government Securities.
II. The Plan of Reorganization.
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Subject to the terms and conditions set forth in the Plan, the Company on
behalf of the Acquired Fund shall transfer all of the assets of the Acquired
Fund, and assign all Assumed Liabilities (as hereinafter defined) to the
Acquiring Fund, and the Trust on behalf of the Acquiring Fund shall acquire all
such assets, and shall assume all such Assumed Liabilities, upon delivery to the
Company on behalf of the Acquired Fund of New Shares having a net asset value
equal to the value of the net assets of the Acquired Fund transferred (the "New
Shares"). "Assumed Liabilities" shall mean all liabilities, including all
expenses, costs,
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GOODWIN, PROCTER & HOAR LLP
Van Eck Funds
Van Eck/Chubb Funds, Inc.
April 24, 1998
Page 3
charges and reserves, reflected in an unaudited statement of assets and
liabilities of the Acquired Fund prepared 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
the Acquired 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
the Acquiring Fund. All Assumed Liabilities of the Acquired Fund, to the extent
that they exist at or after the Closing, shall after the Closing attach to the
Acquiring Fund and may be enforced against the Acquiring Fund to the same extent
as if the same had been incurred by the Acquiring Fund. In addition, at or prior
to the Closing, the Acquired Fund shall declare a dividend or dividends which,
together with all previous such dividends, shall have the effect of distributing
to the Acquired Fund's shareholders all of the Acquired Fund's investment
company income for all taxable years ending at or prior to the Closing (computed
without regard to any deduction for dividends paid) and all of its net capital
gains realized (after reduction for any capital loss carry-forward) in all
taxable years ending at or prior to the Closing.
At or as soon as practicable after the Closing, the Acquired Fund will be
liquidated and the New Shares that have been delivered to the Company on behalf
of the Acquired Fund will be distributed to the shareholders of the Acquired
Fund, each shareholder to receive New Shares of the corresponding class equal to
the pro rata portion of shares of beneficial interest of the Acquired 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 share records of the Acquiring Fund in the name of each
shareholder of the Acquired Fund and representing the respective pro rata number
of New Shares due such shareholder. As soon as practicable after the Closing,
the Company shall take all steps necessary to effect a complete liquidation of
the Acquired Fund. As of the Closing, each outstanding certificate which, prior
to the Closing, represented shares of the Acquired Fund will be deemed for all
purposes to evidence ownership of the number of New Shares issuable with respect
thereto pursuant to the Reorganization. After the Closing, certificates
originally representing shares of the Acquired Fund will be rendered
nonnegotiable; upon special request and surrender of such certificates to DST
Systems, Inc. as transfer agent, holders of these nonnegotiable certificates
shall be entitled to receive certificates representing the number of New Shares
issuable with respect thereto. All other shares of the Acquiring Fund are held
of record in book entry form and no certificates for such shares will be issued.
The Board of Directors of the Acquired Fund, including those Directors who
are not "interested persons" of the Company as defined in the Act, has
determined that the interests of
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GOODWIN, PROCTER & HOAR LLP
Van Eck Funds
Van Eck/Chubb Funds, Inc.
April 24, 1998
Page 4
existing shareholders of the Acquired Fund will not be diluted as a result of
the transactions contemplated by the Reorganization and that the Reorganization
would be in the best interests of the shareholders of the Acquired Fund. The
Board of Trustees of the Trust has reached similar conclusions with respect to
the Acquiring Fund and has also approved the Reorganization with respect to the
Acquiring Fund.
III. Representations.
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The following representations have been made by the Trust, on behalf of the
Acquiring Fund, and by the Company, on behalf of the Acquired Fund, with respect
to the Reorganization:
(a) As of the Closing, the fair market value of the New Shares to which
each shareholder of the Acquired Fund is entitled will approximately equal the
fair market value of the shares of the Acquired Fund such shareholder will
surrender.
(b) As of the Closing, there will be no plan or intention by the
shareholders of the Acquired Fund who own five percent (5%) or more of its
stock, if any, and, to the best of the knowledge of the trustees of the Trust
there will be no plan or intention on the part of the other shareholders of the
Acquired Fund, to sell, exchange or otherwise dispose of a number of New Shares
received in the Reorganization that would reduce the Acquired Fund's
Shareholders' ownership of the New Shares to a number of shares having a value,
as of the Closing, of less than fifty percent (50%) of the value of all of the
formerly outstanding shares of the Acquired Fund as of the Closing. There will
be no appraisal or dissenters' rights, and the Acquiring Fund will not pay cash
in lieu of fractional New Shares in connection with the Reorganization.
Moreover, shares of the Acquired Fund that are sold, redeemed or disposed of
prior to the Reorganization will be taken into account for purposes of this
representation if such shares are sold, redeemed or disposed of in anticipation
of the Reorganization. New Shares acquired by the Acquired Fund's Shareholders
that are sold, redeemed or disposed of after the Reorganization but pursuant to
a pre-arranged plan also will be taken into account.
(c) The Acquiring Fund will acquire at least ninety percent (90%) of the
fair market value of the net assets and at least seventy percent (70%) of the
fair market value of the gross assets held by the Acquired Fund immediately
prior to the Reorganization. For purposes of this representation, amounts, if
any, paid by or on behalf of the Acquired Fund for reorganization expenses,
amounts, if any, paid by the Acquired Fund to shareholders who receive cash or
other property and all redemptions and distributions made by the Acquired Fund
immediately preceding or in contemplation of the transfer
will be included as assets of the Acquired Fund immediately prior to the
Reorganization. However, (i) regular distributions
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GOODWIN, PROCTER & HOAR LLP
Van Eck Funds
Van Eck/Chubb Funds, Inc.
April 24, 1998
Page 5
and redemptions occurring in the ordinary course of the Acquired Fund's business
as an open-end management investment company and (ii) distributions made to
shareholders of the Acquired Fund prior to the Reorganization in order to pay
out all of the Acquired Fund's (a) investment company taxable income (before the
deduction for dividends paid under section 852(b)(2)(D)) and (b) net capital
gain (after reduction for any capital loss carryover) will be excluded.
(d) As of the Closing, the Acquiring Fund will have no plan or intention to
redeem or otherwise reacquire any New Shares issued in the Reorganization except
as required by the Act.
(e) As of the Closing, the Acquiring Fund will have no plan or intention to
sell or otherwise dispose of any of the Assets of the Acquired Fund acquired in
the Reorganization, except for dispositions made in the ordinary course of
business or to maintain its qualification as a regulated investment company
under section 851.
(f) As soon as practicable after the Closing, the Acquired Fund will, in
pursuance of the Plan, distribute the New Shares it receives in the
Reorganization and its other properties, if any, and thereupon will cancel all
of its issued and outstanding shares.
(g) In no event will the Acquiring Fund dispose of assets that in the
aggregate will result in less than fifty percent (50%) of the historic business
assets of the Acquired Fund being used in the business of the Acquiring Fund.
For purposes of this representation, assets disposed of by the Acquired Fund
prior to and in anticipation of the Reorganization will be treated as part of
the historic business assets of the Acquired Fund.
(h) As of the Closing, there will be no intercorporate indebtedness
existing between the Acquiring Fund and the Acquired Fund.
(i) Each of the Acquired Fund and the Acquiring Fund has qualified as a
separate association taxable as a corporation for federal income tax purposes
under section 851(h) in each taxable year and will qualify as such as of the
Closing.
(j) The Acquiring Fund has elected to be treated as a regulated investment
company under section 851, has qualified as such for each taxable year and will
qualify as such as of the Closing. The Acquired Fund has elected to be treated
as a regulated investment company under section 851, has qualified as such for
each taxable year and will qualify as such as of the Closing. In order (i) to
ensure continued qualification of the Acquired Fund as a regulated investment
company for federal income tax purposes and (ii) to eliminate any tax liability
of
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GOODWIN, PROCTER & HOAR LLP
Van Eck Funds
Van Eck/Chubb Funds, Inc.
April 24, 1998
Page 6
the Acquired Fund arising by reason of undistributed investment company taxable
income or net capital gain, the Acquired Fund has declared or will declare and
will pay to its shareholders of record on or prior to the Closing a dividend or
dividends that, together with all previous such dividends, shall have the effect
of distributing (i) all of its investment company taxable income for the last
full taxable year of the Acquired Fund and any subsequent short taxable year
ending on the Closing (computed without regard to any deduction for dividends
paid) and (ii) all of its net capital gain realized in the final full taxable
year of the Acquired Fund and any subsequent short taxable year ending on the
Closing (after reduction for any capital loss carryover).
(k) The expenses incurred in connection with entering into and carrying out
the provisions of the Plan, whether or not the Reorganization is consummated,
will be shared evenly by Chubb Asset Managers, Inc. and Van Eck Associates
Corporation, other than any fees payable to the Commission in connection with
the registration of New Shares under the Securities Act or any filing or
notification fees payable to the Commission or any state securities commission
in connection with the transactions described in the Plan, which fees shall be
payable by the Fund required to pay such fees. All such expenses will be solely
and directly related to the Reorganization. No cash will be transferred from
the Acquiring Fund to the Acquired Fund for the purposes of paying any
reorganization expenses of the Acquired Fund. The shareholders of the Acquired
Fund and the Acquiring Fund will pay their own expenses, if any, incurred in
connection with the Reorganization.
(l) As of the Closing, the Acquiring Fund does not own, directly or
indirectly, nor has it owned during the past five years, directly or indirectly,
any shares of the Acquired Fund.
(m) The liabilities of the Acquired Fund to be assumed by the Acquiring
Fund and the liabilities to which the transferred assets of the Acquired Fund
will be subject, if any, have been incurred by the Acquired Fund in the ordinary
course of its business.
(n) The fair market value of the assets of the Acquired Fund to be
transferred to the Acquiring Fund equals or exceeds the sum of the liabilities
to be assumed by the Acquiring Fund plus the amount of liabilities, if any, to
which the transferred assets will be subject.
(o) As of the Closing, neither the Acquiring Fund nor the Acquired Fund is
under the jurisdiction of a court in a Title 11 or a similar case within the
meaning of section 368(a)(3)(A).
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GOODWIN, PROCTER & HOAR LLP
Van Eck Funds
Van Eck/Chubb Funds, Inc.
April 24, 1998
Page 7
(p) The Acquired Fund has not distributed and will not distribute to its
shareholders in pursuance of the Plan any "appreciated property" within the
meaning of section 361(c)(2).
(q) Shareholders of the Acquired Fund will not be in control (within the
meaning of section 368(a)(2)(H) and section 304(c)) of the Acquiring Fund after
the Reorganization.
IV. Opinion.
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Based upon the foregoing, it is our opinion with respect to the
Reorganization that:
(i) The transfer of all or substantially all of the Acquired Fund's Assets
solely in exchange for the New Shares and the assumption by the Acquiring Fund
of the Assumed Liabilities of the Acquired Fund, and the distribution of such
Shares to the shareholders of the Acquired Fund, will constitute a
"reorganization" within the meaning of section 368(a)(1)(C). The Acquiring Fund
and the Acquired Fund are each a "party to a reorganization" within the meaning
of section 368(b).
(ii) No gain or loss will be recognized by the Acquired Fund on the
transfer of the Acquired Fund's Assets to the Acquiring Fund in exchange for the
New Shares and the assumption by the Acquiring Fund of the Assumed Liabilities
of the Acquired Fund or upon the distribution of the New Shares to the Acquired
Fund's Shareholders in exchange for their shares of the Acquired Fund.
(iii) The tax basis of the Acquired Fund's Assets acquired by the
Acquiring Fund will be the same to the Acquiring Fund as the tax basis of such
Assets to the Acquired Fund immediately prior to the Reorganization, and the
holding period of the Assets of the Acquired Fund in the hands of the Acquiring
Fund will include the period during which those Assets were held by the Acquired
Fund.
(iv) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the Assets of the Acquired Fund solely in exchange for the New Shares
and the assumption by the Acquiring Fund of the Assumed Liabilities of the
Acquired Fund.
(v) No gain or loss will be recognized by shareholders of the Acquired Fund
upon the receipt of the New Shares by such shareholders, provided such
shareholders receive solely New Shares (including fractional shares) in exchange
for their Acquired Fund's Shares.
(vi) The aggregate tax basis of the New Shares, including any fractional
shares, received by each shareholder of the Acquired Fund pursuant to the
Reorganization will be the
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GOODWIN, PROCTER & HOAR LLP
Van Eck Funds
Van Eck/Chubb Funds, Inc.
April 24, 1998
Page 8
same as the aggregate tax basis of the Acquired Fund's Shares held by such
shareholder immediately prior to the Reorganization, and the holding period of
the New Shares, including fractional shares, to be received by each shareholder
of the Acquired Fund will include the period during which the Acquired Fund's
Shares exchanged therefor were held by such shareholder (provided that the
Acquired Fund's Shares were held as a capital asset on the date of the
Reorganization).
This opinion has been issued to and may be relied upon solely by the
addressees hereof in connection with the consummation of the transactions
contemplated by the Plan.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
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SIGNATURES
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As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all of the requirements for
effectiveness of this Post-Effective Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to the Registration Statement on Form N-14 to be signed on behalf
of the Registrant by the undersigned, thereunto duly authorized, in the City of
New York, State of New York, on the 19th day of May, 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 5/19/98
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John C. van Eck
/s/ Bruce J. Smith Chief Financial Officer 5/19/98
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Bruce J. Smith
/s/ Jeremy H. Biggs Trustee 5/19/98
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Jeremy H. Biggs
/s/ Richard C. Cowell Trustee 5/19/98
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Richard C. Cowell
/s/ Philip D. DeFeo Trustee 5/19/98
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Philip D. DeFeo
/s/ Wesley G. McCain Trustee 5/19/98
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Wesley G. McCain
/s/ David J. Olderman Trustee 5/19/98
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David J. Olderman
/s/ Ralph F. Peters Trustee 5/19/98
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Ralph F. Peters
/s/ Richard D. Stamberger Trustee 5/19/98
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Richard D. Stamberger
/s/ Jan van Eck Trustee 5/19/98
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Jan van Eck
/s/ Derek van Eck Trustee 5/19/98
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Derek van Eck
