<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. 1 /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)
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
----------------------------------------------------------------
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.
<PAGE>
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
- ------------------ --------------------------------------
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>
* 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.
<PAGE>
LOGO VAN ECK CHUBB FUNDS
March 20, 1998
Dear Van Eck/Chubb Money Market Fund Shareholder:
At this time, we are asking our shareholders to consider voting for the
reorganization of the Van Eck/Chubb Money Market Fund by means of a tax-free
reorganization into the Van Eck Funds' 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 diffuses the distribution
effort and confuses financial advisors and the investing public. Money market
funds are primarily used as exchange vehicles, so that no more than one
generally 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 the Van Eck/Chubb Funds and the Van
Eck Funds.
Attached are the Notice and Proxy Statement/Prospectus for a Special Meeting
of Shareholders of Money Market Fund to be held on Thursday, April 16, 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 DIRECTORS 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,
/s/ Michael O'Reilly
Michael O'Reilly
President
Van Eck/Chubb Funds, Inc., 99 Park Avenue, New York, NY 10016 tel.
212.687.5200 or 800.826.2333 fax 212.687.5248
<PAGE>
VAN ECK/CHUBB FUNDS, INC.
MONEY MARKET FUND
99 Park Avenue, New York, New York 10016
(212) 687-5200 . 1-800-826-2333
----------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
APRIL 16, 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 Thursday, April 16, 1998 at 3:30
p.m. 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 February 13, 1998 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
By order of the Board of Directors
/s/ Thaddeus M. Leszczynski
Thaddeus M. Leszczynski
Secretary
March 20, 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
(212) 687-5200 . 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 (the "Fund" or "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 assets 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 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 and Statement of Additional Information for USGMF dated April
30, 1997 and the Prospectus and 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 March 20, 1998,
which follows this Proxy Statement/Prospectus, is incorporated by reference
into this Proxy Statement/Prospectus.
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 March 20, 1998
<PAGE>
<TABLE>
<CAPTION>
TABLE OF
CONTENTS PAGE
- -------- ----
<S> <C>
Introduction................................................................ 1
Synopsis.................................................................... 2
The Reorganization......................................................... 2
Investment Objectives and Policies......................................... 2
Reasons for the Transaction................................................ 3
Investment Advisory and Administrative Fees................................ 4
Other Fees and Benefits.................................................... 4
Exchange Privileges........................................................ 5
Redemption Procedures...................................................... 6
Dividends and Distributions................................................ 6
Net Asset Value............................................................ 6
Tax Consequences........................................................... 6
Special Considerations and Risk Factors..................................... 7
The Reorganization.......................................................... 7
Procedures................................................................. 7
Terms of the Agreement and Plan of Reorganization and Liquidation.......... 8
Benefits to MMF as a Result of the Reorganization.......................... 8
Tax Consequences of the Reorganization..................................... 9
Capitalization............................................................. 9
Management................................................................. 9
Shares of USGMF to be Issued in the Reorganization and Shares of MMF....... 10
Other Matters.............................................................. 11
Information Concerning the Meeting.......................................... 12
Date, Time and Place of Meeting............................................ 12
Solicitation, Revocation and Use of Proxies................................ 12
Record Date and Outstanding Shares......................................... 12
Security Ownership of Certain Beneficial Owners and Management............. 12
Voting Rights and Required Vote............................................ 12
Additional Information...................................................... 13
Agreement and Plan of Reorganization and Liquidation........................ A-1
</TABLE>
<PAGE>
VAN ECK/CHUBB FUNDS, INC.
MONEY MARKET FUND
99 Park Avenue, 8th Floor, New York, New York 10016
(212) 687-5200 . 1-800-826-2333
---------------------------------------
PROXY STATEMENT/PROSPECTUS
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, APRIL 16, 1998
99 PARK AVENUE, 8TH FLOOR, NEW YORK, NEW YORK 10016
---------------------------------------
INTRODUCTION
This proxy statement is furnished to the shareholders of Money Market Fund
(the "Fund" or "MMF") 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 16,
1998 at 3:30 p.m., New York Time, 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 in the Plan (the
"Reorganization"). As of February 13, 1998, the record date, there were
outstanding 7,980,169.58 shares of MMF and 47,070,466.768 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
March 26, 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 first page 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 February 13, 1998, no shareholder owned of
record or beneficially 5% or more of the outstanding shares of that Fund,
except as follows:
<TABLE>
<S> <C>
MMF
The Chubb Corporation 1,627,475.99 shares
Attn: Michael O'Reilly or 20.39%
100 William Street
New York, NY 10038
Chubb Life America 866,115.37 shares
Deferred Corporation Plan or 10.85%
FBO Ronald Agel
c/o Baldwin & Clarke
116 S. River Road, Unit B
Bedford, NH 03110
</TABLE>
In addition, as of February 13, 1998, no Director or officer of the Company
owned any shares of MMF.
1
<PAGE>
To the knowledge of USGMF, as of January 13, 1998 no shareholder owned of
record or beneficially 5% or more of the outstanding shares of that fund,
except as follows:
<TABLE>
<S> <C>
USGMF
Trust Company of America 2,307,293.62 shares
P.O. Box 6503 or 7.13%
Englewood, CO 80155
Shetland Investments 2,303,676.39 shares
Limited Partnership or 7.12%
29 Congress St.
P.O. Box 986
Salem, MA 01970
</TABLE>
Legal and printing expenses and expenses of holding the Meeting (such as proxy
tabulation and the expense of a solicitor, if any) 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
Securities and Exchange Commission in connection with the registration of
shares under the Securities Act of 1933 or any filing or notification fee
payable to the Commission or state securities commission, in connection with
the transactions contemplated by the Plan, shall be payable by the Fund
required to pay such fee. All fees payable by any party as described herein
are payable regardless of whether the transactions contemplated by the Plan
are consummated. In addition to the solicitation of proxies by mail, proxies
may be solicited by officers and/or employees of the Company, the Adviser, Van
Eck Associates Corporation, and/or Firstar Trust Company, MMF's Transfer Agent
and Dividend Paying Agent (the "Transfer Agent" or "Firstar"), personally, or
by telephone, 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 and MMF 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
2
<PAGE>
assets in short-term U.S. Government securities, rather than all types of
short-term debt securities that are rated by the requisite nationally
recognized statistical rating organizations ("NRSROs"). Another difference is
that USGMF may borrow 10% of assets for emergency or temporary purposes, while
MMF may borrow only up to 5% of its assets for such purposes. Further, 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 highest possible level
of 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 short-term debt securities that are rated or whose issuers
are rated within the highest rating category for short-term debt obligations
by an NRSRO or unrated securities of comparable quality. Such securities
include, primarily, debt obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, and short-term corporate debt.
The Fund may also invest in, among other things, foreign obligations (limited
to 10% of total assets), repurchase agreements, time deposits, bankers'
acceptances and certificates of deposit.
The average maturity of the securities in MMF's portfolio at time of purchase
will be 13 months or less and the Fund will maintain a dollar-weighted average
portfolio maturity of 90 days or less. The Fund attempts to maintain a
constant net asset value of $1.00 per share.
USGMF. USGMF is a 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
Van Eck Associates Corporation, acting under the supervision of the Board of
Trustees of Van Eck Funds. The Fund also maintains an average weighted
portfolio maturity of 90 days or less.
Reasons for the Transaction
On October 1, 1997, Van Eck Associates Corporation became the investment
administrator of Van Eck/Chubb Funds, Inc. (formerly Chubb Investment Funds,
Inc.), and Van Eck Securities Corporation (the "Distributor") began serving as
distributor of the shares of the Van Eck/Chubb Funds, including MMF. The
Distributor also serves as distributor of the Van Eck Funds, including USGMF.
Both the Van Eck Funds and Van Eck/Chubb Funds are marketed through the same
distribution channels. Having two affiliated money market funds will diffuse
the distribution effort and confuse financial advisors and the investing
public. Money market funds are primarily used as exchange vehicles, so that no
more than one generally is necessary in a fund group. In addition, the
performance of MMF is substantially similar to that of USGMF. Further, Chubb
Life no longer plans to assume the fees and waive certain expenses of MMF,
which would make MMF's expenses comparable to those of USGMF. In addition,
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 redemption procedure and exchange
privilege, which are described below, allow any shareholder not desiring to
participate in the Reorganization to achieve
3
<PAGE>
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, Van Eck Associates Corporation and/or their affiliates or
other persons; and other factors.
Investment Advisory and Administrative Fees
Chubb Asset Managers, Inc. acts as the investment adviser to MMF. Total
aggregate assets under management of Chubb Asset Managers, Inc. on March 20,
1998 were approximately $300 million.
Van Eck Associates Corporation acts as the investment adviser to USGMF. Total
aggregate assets under management of Van Eck Associates Corporation on
December 31, 1997 were approximately $1.1 billion. Van Eck Associates
Corporation also acts as 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 a
Director of the Company, together with members of his immediate family, own
100% of the voting stock of Van Eck Associates Corporation.
Van Eck Associates Corporation also acts as investment administrator to MMF.
For the three years beginning October 1, 1997 or until assets in all of the
Van Eck/Chubb Funds reach $500 million, whichever occurs first, Van Eck
Associates Corporation will receive the advisory as well as the administrative
fees paid by MMF.
MMF pays investment advisory fees and investment administrative fees according
to the following schedule (1):
<TABLE>
<CAPTION>
NET ASSETS ADVISORY FEE ADMINISTRATIVE FEES TOTAL FEES
- ---------- ------------ ------------------- ----------
<S> <C> <C> <C>
$0-$200 million..................... .15% 0.35% .50%
Next $1.1 billion................... .14% 0.31% .45%
Over $1.3 billion................... .13% 0.27% .40%
</TABLE>
USGMF pays investment advisory fees according to the following schedule (1):
<TABLE>
<CAPTION>
NET ASSETS ADVISORY FEE
- ---------- ------------
<S> <C>
$0-$500 million.................................................... 0.50 of 1%
Next $250 million.................................................. 0.40 of 1%
Over $750 million.................................................. 0.375 of 1%
</TABLE>
- --------
(1) The advisory and administrative fees are payable monthly, computed at the
indicated average daily net assets.
Other Fees and Benefits
USGMF has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940
Act. Pursuant to this Plan, USGMF pays a 12b-1 fee at an annual rate of .25%
of its average daily net assets, all or some of which is 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. Any Rule 12b-1 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. The Plan does not provide for the
payment of interest as a distribution expense or for the carry-forward of
reimbursable or payable amounts under the Plan to subsequent years. The Plan
of Distribution in effect for USGMF is described in more detail in the
Prospectus for USGMF under "Plan of Distribution."
MMF has also adopted a Plan of Distribution pursuant to which MMF pays a 12b-1
fee to the Distributor or securities dealers and others at an annual rate of
.25% of average daily net assets or actual distribution expenses, whichever is
less. Of that amount, the Board of Directors of the Company has determined
that the maximum payable under the Plan should be allocated so that 0.075% per
annum will be used to finance sales or promotional activities and 0.175% will
be paid to securities dealers and others as a service fee. No service fee is
paid to a dealer unless the dealer has sold Company shares valued in excess of
$1 million. For the fiscal year ended December 31, 1997, the then-distributor
of MMF's shares, Chubb Securities Corporation,
4
<PAGE>
and the Distributor, waived payment of distribution fees in excess of .15% of
average daily net assets. The Plan does not provide for the carry-forward of
reimbursable or payable amounts under the Plan to subsequent years. The Plan
of Distribution in effect for MMF is described in more detail in the
Prospectus for MMF under "Distribution Plan."
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
1.28% of average daily net assets. MMF's total operating expenses for the year
ended December 31, 1997 were 0.50%, net of fees and expenses subsidized by the
Adviser, Van Eck Associates Corporation and/or their affiliates. Had certain
fees and expenses for MMF not been waived and assumed, MMF's expenses for the
year would have been 1.48%. Certain fees and expenses are being waived or
assumed to the extent they exceed 0.50% of average daily net assets, until the
Reorganization.
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 investment adviser, administrator and/or
distributor of each Fund may from time to time waive fees and/or reimburse
certain expenses of either Fund.
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% 0.15% 0.50%
12b-1 Fee/Shareholder Servicing Fee........................ 0.25% 0.25% 0.25%
Other Expenses............................................. 0.53% 1.08% 0.60%
----- ----- -----
Total Fund Operating Expenses.............................. 1.28% 1.48%* 1.35%
===== ===== =====
</TABLE>
- --------
* Affiliates voluntarily assumed or waived 0.98% in expenses and fees during
1997, so that MMF's net expenses for the year were 0.50%. The Adviser has
indicated that if the Reorganization is not consummated, it will discontinue
assuming or waiving these fees and expenses.
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...................................................... $ 13 $ 15 $ 14
3 Years..................................................... $ 40 $ 47 $ 43
5 Years.......................... .......................... $ 70 $ 80 $ 74
10 Years..................................................... $153 $176 $162
</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.
Exchange Privileges
After the Reorganization, shareholders of MMF will be shareholders of USGMF.
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) may exchange into a Van Eck/Chubb
Fund at net asset value. Shares of USGMF acquired other than pursuant to the
Exchange Privilege may be exchanged into Class A shares of the other Van Eck
Funds, subject to payment of the applicable sales charge.
5
<PAGE>
Shareholders of MMF (except for those with fiduciary retirement plan accounts,
who must effect a "transfer of assets" to the Van Eck Funds' plan custodian)
may exchange into Class A shares of any of the Van Eck Funds at net asset
value. Shareholders of MMF may exchange shares into another Van Eck/Chubb Fund
subject to payment of the applicable sales charge.
Each Fund reserves the right to terminate, modify or impose a fee in
connection with the exchange privilege as described in more detail in their
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, as defined in "The Reorganization."
Redemption Procedures
Shares of MMF may be redeemed at any time. Shares may be redeemed by
forwarding a written request to the Fund's 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. See also
"Redemption of Shares" in the USGMF Prospectus for more information.
Redemptions of MMF shares will be accepted up to the business day prior to the
Exchange Date.
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 dividends from its net investment income on each day on
which the Fund is open for business and distributes dividends on the last day
of the month.
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 on the basis of amortized cost and attempts to 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, must opine substantially to the effect 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 a gain or loss on the transfer of its assets to USGMF in
the Reorganization; (iii) MMF will not recognize a 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
6
<PAGE>
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.
As to a condition to closing, counsel to MMF and USGMF must opine in part to
the effect that, subject to customary assumptions and representations, upon
consummation of the Reorganization and the transfer of substantially all of
the assets of MMF to USGMF, neither the Company, Van Eck Funds nor any Fund
shareholder will recognize a gain or loss in the exchange of their shares.
SPECIAL CONSIDERATIONS AND RISK FACTORS
Except as stated herein, the Funds' investment objectives, policies and
restrictions, and therefore the related special considerations and risk
factors, are substantially similar.
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.
Both Funds follow an operating policy in order to maintain a constant net
asset value of $1.00 per share, although there is no assurance they can do so
on a continuing basis.
Both USGMF and MMF are diversified funds, (i.e., the Funds are limited in how
much they can invest in a single issuer other than the U.S. Government).
However, USGMF must invest at least 80% of its assets in short-term U.S.
Government securities, rather than the wide variety of short-term debt
securities that MMF can invest in.
MMF may invest in securities issued by foreign issuers. 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 borrow up to 10% of its total assets valued at cost for temporary or
emergency purposes. The Fund will not purchase securities for investment while
borrowings equaling 5% or more of its total assets are outstanding. MMF may
borrow, as a temporary measure for extraordinary or emergency purposes, from
banks, in an amount not to exceed 5% of its total assets.
See "Risk Factors" in the USGMF Prospectus and "Investment Objectives and
Policies" in the USGMF Statement of Additional Information and "Additional
Risk Factors" in the MMF Prospectus and "Description of Certain Investments"
in the MMF Statement of Additional Information for a more detailed discussion
of the risks involved with each Fund's investment practices and strategies.
THE REORGANIZATION
Procedures
Management 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 16, 1998 at 99 Park Avenue, 8th Floor, New York, New York at 3:30 p.m.,
New York Time. If MMF's shareholders approve the Reorganization, the
Reorganization will take place on or about April 24, 1998.
7
<PAGE>
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 the Company at a meeting held on
January 29, 1998 and by the Trustees of Van Eck Funds at a meeting held on
February 24, 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 Prospectus and Statement of Additional Information and "Purchase of
Shares" in USGMF's Prospectus and "Valuation 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. Legal and printing expenses and expenses of holding the Meeting
(such as proxy tabulation and the expense of a solicitor, if any) 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 Securities and Exchange Commission in connection with the registration
of shares under the Securities Act of 1933 or any filing or notification fee
payable to the Commission or state securities commission in connection with
the transactions contemplated by the Plan shall be payable by the Fund
required to pay such fee. All fees payable by any party as described herein
are payable regardless of whether the transactions contemplated by the Plan
are consummated.
Required Approvals. Approval of the Plan requires the approval of a majority
of MMF's outstanding voting shares.
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, receipt of a tax opinion from Goodwin, Procter & Hoar LLP
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 financial
advisors and investors. Money market funds are primarily used as exchange
vehicles, so that no more than one generally is necessary in a fund group.
The overall investment objectives, policies and portfolios of MMF and USGMF
are substantially similar. Performance of USGMF is comparable to that of
MMF. By combining the Funds, the net expense ratio is likely to decrease
for investors of MMF.
2. Pursuant to a tax-free reorganization of MMF into USGMF, shareholders would
not be required to recognize a taxable gain or loss. As more fully
explained in "The Reorganization--Tax Consequences of the Reorganization"
below, as of the Exchange Date, MMF will obtain an opinion from Fund
counsel that the transaction will be a non-taxable reorganization.
8
<PAGE>
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, must opine substantially to the
effect that, subject to the customary assumptions and representations, on the
basis of the existing provisions of 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 a gain or loss on the transfer of its assets to USGMF in the
Reorganization; (iii) MMF will not recognize a 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.
As to a condition to closing, counsel to MMF and USGMF must opine in part to
the effect that, subject to customary assumptions and representations, upon
consummation of the Reorganization and the transfer of substantially all of
the assets of MMF to USGMF, neither the Company, Van Eck Funds nor any Fund
shareholder will recognize a gain or loss in the exchange of their 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 foreign, 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.
CAPITALIZATION
<TABLE>
<CAPTION>
PRO FORMA
REORGANIZATION
USGMF MMF USGMF
----------- ---------- --------------
<S> <C> <C> <C>
Total Net Assets.......................... $76,649,947 $9,407,406 $86,057,353
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 Board of
Trustees of Van Eck Funds (of which USGMF is a series) consists of nine
persons, five of whom
9
<PAGE>
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
the Company. The Board of Directors of the Company (of which MMF is a series)
consists 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 to USGMF.
Chubb Asset Managers, Inc., 15 Mountain View Road, Warren, New Jersey 07061,
serves as the investment adviser to MMF and Van Eck Associates Corporation
serves as investment administrator to the Fund.
Under the Investment Advisory Agreement applicable to USGMF, Van Eck
Associates Corporation provides USGMF with a continuous investment program
which includes determining which securities should be bought, sold or held.
Van Eck Associates Corporation 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 portfolio consistent with the
Fund's investment objective, policies and restrictions. Van Eck Associates
Corporation also manages the business and affairs of MMF.
MMF and USGMF pay advisory fees at the rates indicated under "Synopsis--
Investment Advisory Fees" above. MMF pays a separate fee for administrative
services. For additional information, see "Management" in the USGMF
Prospectus, "Management of the Company" and "Management Fees and Expenses" in
the MMF Prospectus, "Investment Advisory Services" in the USGMF Statement of
Additional Information and "Investment Advisory and Other Services" in the MMF
Statement of Additional Information.
Portfolio Manager. Gregory Krenzer is the Portfolio Manager of USGMF, and as
such is responsible for managing the Fund's portfolio of investments. Mr.
Krenzer, who has been with Van Eck Associates Corporation since 1994, is also
co-portfolio manager of the Van Eck Global Income Fund series of Van Eck Funds
and the Worldwide Bond Fund series of Van Eck Worldwide Insurance Trust, and
is a global fixed income analyst for Van Eck. Thomas J. Swartz, III serves as
Vice-President of the Company. He is the Portfolio Manager of MMF and has been
employed by Chubb Asset Managers, 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 material 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 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 Van Eck Funds and the Company are self-perpetuating bodies
until fewer than 50% of their members were elected by the shareholders. Under
Van Eck Funds' Amended and Restated Master Trust Agreement, any Trustee may be
removed by a vote of two-thirds of the outstanding shares (outstanding shares
include shares of all series of Van Eck Funds and not solely shares of USGMF);
and holders of ten percent or more of the outstanding shares of Van Eck Funds
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 Van Eck
Funds could, under certain circumstances, be held personally liable for the
obligations of Van Eck Funds. However, the Amended and Restated Master Trust
Agreement of
10
<PAGE>
Van Eck Funds disclaims shareholder liability for acts or obligations of Van
Eck Funds and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by Van Eck Funds
or the Trustees. The Amended and Restated Master Trust Agreement provides for
indemnification out of Van Eck Funds' property for all losses and expenses of
any shareholder held personally liable for the obligations of Van Eck Funds.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which Van Eck Funds
itself would be unable to meet its obligations. Van Eck Associates Corporation
believes that, in view of the above, the risk of personal liability to
shareholders is remote.
Control. As of February 13, 1998, there were no persons who exercised
"control" over MMF as "control" is defined in the 1940 Act. As of January 13,
1998, there were no persons who exercised "control" over USGMF 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 first page of the Proxy Statement/Prospectus.
Dividends and Distributions. Dividends and any capital gains paid by USGMF may
be received by the shareholder in cash or may be reinvested in that Fund at
net asset value on the day so determined by the Board of Trustees. In
addition, dividends and capital gains paid in cash may also be reinvested in
Class A shares of any other series of Van Eck Funds. Dividends and any 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 and MMF 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 or MMF. See "Purchase of Shares" in the Prospectuses. For more
information on the Distributor, see "The Distributor" in the Statement of
Additional Information for Van Eck Funds.
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 Rule
12b-1 Plan must be approved annually by the Board of Directors/Trustees. For
more discussion of the Rule 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' Prospectus 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.
11
<PAGE>
INFORMATION CONCERNING THE MEETING
Date, Time and Place of Meeting
The Meeting for shareholders of MMF will be held on April 16, 1998 at 99 Park
Avenue, 8th Floor, New York, New York 10016 at 3:30 p.m., 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 Company 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 common shares, par value $.01 per share, at
the close of business on February 13, 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 7,980,169.58 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 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. 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 Maryland 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
MMF may, however, either redeem his or her shares at net asset value or
exchange his or her shares into another Van Eck/Chubb Fund or a Van Eck Fund
prior to the date of the Reorganization.
12
<PAGE>
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 Van Eck Funds 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 Van Eck Funds 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.
13
<PAGE>
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 beneficial interest, par value $0.001 per share, of 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.
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 common stock 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 share 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
A-1
<PAGE>
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 non-negotiable; upon special request and surrender of such
certificates to the Trust'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 Money Market
Fund and the consummation of the transactions contemplated hereby
are duly authorized and no other proceedings on the part of the
Company or the shareholders of 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
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 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, or 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 and delivery of this Plan by the 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 the Corporation on behalf of 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 its 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 of 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
A-2
<PAGE>
will conflict with, or result in a breach of or default under, the
Amended and Restated Master Trust Agreement (the "Master Trust
Agreement") or By-Laws of the Trust, 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 consummation of any transactions
contemplated hereby by the Trust, 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 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 officers 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
common shares of Money Market Fund entitled to vote at a Meeting of
Shareholders of Money Market Fund duly called for such purpose.
A-3
<PAGE>
5. CLOSING. The Closing shall be held at the offices of the Corporation and
shall occur (a) as of the close of business on or about April 24, 1998, (b) if
all regulatory or shareholder approvals shall not have been received as of
that date, then on the first business day 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 (c) 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 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. Legal and printing expenses and expenses of holding the meeting
of shareholders of Money Market Fund (such as proxy tabulation and the expense
of a solicitor, if any) 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 Corporation 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
conflict 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
actions, 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 Trust, 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 Van Eck Funds Master Trust Agreement. The Master Trust
Agreement of the Trust provides, and it is expressly agreed, that U.S.
Government Money Fund shall be solely and exclusively responsible for the
payment of its debts, liabilities and obligations, and that no other series of
the Trust shall be responsible for the same.
A-4
<PAGE>
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, Inc.-- Van
Eck/Chubb Money Market Fund
/s/ Thaddeus Leszczynski
_____________________________________ /s/ Michael O'Reilly
Thaddeus Leszczynski, By: _________________________________
Secretary Michael O'Reilly,
President
Van Eck Funds--Van Eck U.S.
Government Money Fund
/s/ John C. van Eck
By: _________________________________
John C. van Eck,
President
/s/ Thaddeus Leszczynski
_____________________________________
Thaddeus Leszczynski,
Secretary
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
/s/ Michael O'Reilly /s/ John C. van Eck
By: _________________________________ By: _________________________________
Michael O'Reilly, John C. van Eck,
President Chairman
A-5
<PAGE>
VAN ECK FUNDS
99 Park Avenue, 8th Floor
New York, New York 10016
(212) 687-5200 . 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, Inc., dated March 20,
1998, which is enclosed. This Statement of Additional Information has been
incorporated by reference into the Proxy Statement/Prospectus.
Further information about U.S. Government Money Fund ("USGMF"), a 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 MMF 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 general information and pro-forma financial information with
respect to USGMF and MMF.
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MARCH 20, 1998.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- -------------------------------------------------------------------------------
<S> <C>
General Information......................................................... 2
Pro Forma Information....................................................... 3
</TABLE>
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, which is 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 Thursday, April 16, 1998 at 3:30
p.m., New York Time.
For detailed information about the Plan, shareholders of MMF should refer to
the Proxy Statement/Prospectus.
2
<PAGE>
PRO FORMA INFORMATION
COMBINED SCHEDULE OF INVESTMENTS FOR
VAN ECK U.S. GOVERNMENT MARKET FUND AND
VAN ECK/CHUBB MONEY MARKET FUND
PRO FORMA SCHEDULE OF INVESTMENTS
DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
MARKET VALUE
---------------------------------------
PRO FORMA
U.S. GOVERNMENT VAN ECK/ FOR
PRINCIPAL MONEY CHUBB MONEY COMBINED
VALUE FUND MARKET FUND FUND
SHORT-TERM OBLIGATIONS ----------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
Federal National Mortgage
Association Discount
Note,
6.00%, due 02/10/98...... $ 4,600,000 $ 0 $4,571,429 $ 4,571,429
U.S. Treasury Bill, 5.18%,
due O1/22/98............. 1,800,000 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
$8,885,008).............. 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 2/09/00 with an
interest rate of 7.13%
and a value of
$8,681,200).............. 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% 24,669,098 214,995 $24,884,093
----------- ----------- ---------- -----------
TOTAL NET ASSETS.......... 100.00% $76,649,948 $9,407,406 $86,057,354
=========== =========== ========== ===========
</TABLE>
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS
3
<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 the
accompanying Proxy Statement/Prospectus.
PRO FORMA COMBINED STATEMENT OF ASSETS, LIABILITIES AND CAPITAL
AS OF DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
VAN ECK/
U.S. GOVERNMENT CHUBB MONEY PRO FORMA PRO FORMA 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............... 2,804 393 0 3,197
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
----------- ---------- -------- -----------
Total Assets......... 89,096,068 9,459,386 0 98,555,454
=========== ========== ======== ===========
LIABILITIES:
Payables:
Dividends Payable...... 31,808 2,923 0 34,731
Capital Shares repur-
chased................ 12,333,052 18,709 0 12,351,761
Due to custodian....... 118 0 0 118
Accounts Payable....... 81,142 30,348 0 111,490
----------- ---------- -------- -----------
Total Liabilities.... 12,446,120 51,980 0 12,498,100
----------- ---------- -------- -----------
Net Assets.............. $76,649,948 $9,407,406 $ 0 $86,057,354
=========== ========== ======== ===========
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...... $ 76,650 $ 94,084 $(84,676) $ 86,058
Capital paid in excess
of par................. 76,573,298 9,314,329 83,669 85,971,296
Accumulated realized
capital losses on in-
vestments -- net....... (1,007) 1,007 0
Total -- Equivalent to
$1.00 net asset value
per share of Van
Eck/Chubb Money Market
Fund Common Stock, and
$1.00 net asset value
per share of U.S.
Government Money Fund
shares of beneficial
interest and $1.00 net
asset value per share
for the Combined Fund,
as adjusted
Total Capital........... $76,649,948 $9,407,406 $ -- $86,057,354
</TABLE>
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS
4
<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 year 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 the accompanying
Proxy Statement/Prospectus.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
VAN ECK/
U.S. GOVERNMENT CHUBB MONEY PRO FORMA PRO FORMA 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 31,522 431,547
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)....................... 87,564 31,522 (31,522) 87,564
Registration.............. 28,466 9,095 0 37,561
Professional.............. 37,478 10,508 0 47,986
Reports to shareholders... 15,380 4,593 0 19,973
Trustees fees and ex-
penses................... 13,964 1,012 0 14,976
Other..................... 44,082 1,914 0 45,996
---------- -------- -------- ----------
Total Expenses........... 985,917 133,624 0 1,119,541
Expenses Waived by Affili-
ates..................... 0 (88,592) 0 (88,592)
---------- -------- -------- ----------
NET EXPENSES............. 985,917 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 (164) 0 (164)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERA-
TIONS.................... $3,032,256 $428,270 $ 0 $3,460,526
========== ======== ======== ==========
</TABLE>
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS
5
<PAGE>
PRO FORMA FOOTNOTES OF REORGANIZATION BETWEEN
VAN ECK/CHUBB MONEY MARKET FUND AND VAN ECK 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 reorganization of Van Eck/Chubb Money Market Fund into
the U.S. Government Money Fund, as if such reorganization had taken place as
of December 31, 1997.
Under the terms of the Plan of Reorganization and Liquidation, the
reorganization 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 combinations of
investment companies (sometimes referred to as the pooling without restatement
method). The reorganization 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 of U.S. Government
Money 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 reorganization of Van Eck/Chubb Money Market Fund
and U.S. Government Money Fund had taken place as of December 31, 1997.
2. SIGNIFICANT ACCOUNTING POLICIES
Van Eck Funds, of which U.S. Government Money Fund is a series, is a
Massachusetts business trust. U.S. Government Money Fund is 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 shareholders; 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 reorganization had taken place on December 31, 1997. Adjustments
have been made to expenses for the combined fund expense structure and
elimination of duplicated services that would not have been incurred if the
reorganization had taken place on December 31, 1997.
4. MANAGEMENT AGREEMENT AND TRANSACTIONS WITH AFFILIATED PERSONS
Van Eck Associates Corporation (VEAC) acts as investment adviser of U.S
Government Money Fund. U.S Government Money Fund pays VEAC a management fee
calculated at the annual rate of 0.50 of 1% of the first $500 million of
average daily net assets, .40 of 1% of the next $250 million of average daily
net assets and .375 of 1% of average daily net assets in excess of $750
million. The 12b-1 fees are accrued daily at an annual rate of .15% of average
daily net assets. All fees are calculated daily and paid monthly.
6
<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 by subsequent post-effective amendment.
(14) Consent of Independent Auditors is filed herewith.
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.
(3) The Registrant undertakes to file, by post-effective amendment, an
opinion of counsel supporting the tax consequences of the proposed
reorganization within a reasonable time after receipt of such opinion.
<PAGE>
SIGNATURES
----------
As required by the Securities Act of 1933, the post-effective amendment to 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 26th day of March, 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 post-effective
amendment to the 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 3/26/98
- -------------------
John C. van Eck
/s/ Bruce J. Smith Chief Financial Officer 3/26/98
- ------------------
Bruce J. Smith
/s/ Jeremy H. Biggs Trustee 3/26/98
- -------------------
Jeremy H. Biggs
/s/ Richard C. Cowell Trustee 3/26/98
- ---------------------
Richard C. Cowell
/s/ Philip D. DeFeo Trustee 3/26/98
- -------------------
Philip D. DeFeo
/s/ Wesley G. McCain Trustee 3/26/98
- --------------------
Wesley G. McCain
/s/ David J. Olderman Trustee 3/26/98
- ---------------------
David J. Olderman
/s/ Ralph F. Peters Trustee 3/26/98
- -------------------
Ralph F. Peters
/s/ Richard D. Stamberger Trustee 3/26/98
- -------------------------
Richard D. Stamberger
<PAGE>
VAN ECK/CHUBB FUNDS, INC.
MONEY MARKET FUND
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD APRIL 16, 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 16, 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 16, 1998, at
3:30 p.m. 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 BELOW. THE
SHARES REPRESENTED HERBY WILL BE VOTED AS INDICATED BELOW 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.
Please vote by filing in the boxes below.
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.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> INTERNATIONAL INVESTORS FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 235,097,946
<INVESTMENTS-AT-VALUE> 253,269,409
<RECEIVABLES> 42,735,211
<ASSETS-OTHER> 58,535
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 296,063,155
<PAYABLE-FOR-SECURITIES> 431,396
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 62,687,433
<TOTAL-LIABILITIES> 63,118,829
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 217,861,759
<SHARES-COMMON-STOCK> 30,903,581
<SHARES-COMMON-PRIOR> 34,534,411
<ACCUMULATED-NII-CURRENT> 162
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 3,034,075
<ACCUM-APPREC-OR-DEPREC> 18,116,480
<NET-ASSETS> 232,944,326
<DIVIDEND-INCOME> 5,734,059
<INTEREST-INCOME> 2,572,134
<OTHER-INCOME> 0
<EXPENSES-NET> 5,149,184
<NET-INVESTMENT-INCOME> 3,157,009
<REALIZED-GAINS-CURRENT> (3,164,930)
<APPREC-INCREASE-CURRENT> (132,640,502)
<NET-CHANGE-FROM-OPS> (132,648,423)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,043,229
<DISTRIBUTIONS-OF-GAINS> 112,073
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,627,900,847
<NUMBER-OF-SHARES-REDEEMED> 3,668,605,639
<SHARES-REINVESTED> (1,588,222)
<NET-CHANGE-IN-ASSETS> (178,096,739)
<ACCUMULATED-NII-PRIOR> 9,159
<ACCUMULATED-GAINS-PRIOR> 107,240
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,619,794
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,299,485
<AVERAGE-NET-ASSETS> 349,356,280
<PER-SHARE-NAV-BEGIN> 11.90
<PER-SHARE-NII> 0.09
<PER-SHARE-GAIN-APPREC> (4,36)
<PER-SHARE-DIVIDEND> 0.09
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 7.54
<EXPENSE-RATIO> 1.61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> GOLD RESOURCES FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 68,593,616
<INVESTMENTS-AT-VALUE> 64,313,775
<RECEIVABLES> 1,358,210
<ASSETS-OTHER> 1,151,317
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 66,823,302
<PAYABLE-FOR-SECURITIES> 485,140
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 689,944
<TOTAL-LIABILITIES> 1,175,084
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 155,056,868
<SHARES-COMMON-STOCK> 20,689,007
<SHARES-COMMON-PRIOR> 23,115,766
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 971,144
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 64,450,802
<ACCUM-APPREC-OR-DEPREC> 6,996,405
<NET-ASSETS> 65,648,218
<DIVIDEND-INCOME> 665,284
<INTEREST-INCOME> 92,301
<OTHER-INCOME> 0
<EXPENSES-NET> 1,071,442
<NET-INVESTMENT-INCOME> (313,857)
<REALIZED-GAINS-CURRENT> 5,822,735
<APPREC-INCREASE-CURRENT> 28,750,166
<NET-CHANGE-FROM-OPS> (23,241,288)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,891,390
<NUMBER-OF-SHARES-REDEEMED> 6,318,149
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (35,667,048)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 656,109
<OVERDIST-NET-GAINS-PRIOR> 70,274,715
<GROSS-ADVISORY-FEES> 435,293
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,071,442
<AVERAGE-NET-ASSETS> 117,040,019
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 1.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> GLOBAL INCOME FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 42,299,187
<INVESTMENTS-AT-VALUE> 41,641,335
<RECEIVABLES> 1,045,335
<ASSETS-OTHER> 80,183
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 42,766,853
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 842,101
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 842,101
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 46,813,661
<SHARES-COMMON-STOCK> 4,936,240
<SHARES-COMMON-PRIOR> 8,630,417
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 4,112,436
<ACCUM-APPREC-OR-DEPREC> (776,473)
<NET-ASSETS> 41,924,752
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,416,453
<OTHER-INCOME> 0
<EXPENSES-NET> 926,263
<NET-INVESTMENT-INCOME> 2,490,190
<REALIZED-GAINS-CURRENT> (823,371)
<APPREC-INCREASE-CURRENT> (1,590,447)
<NET-CHANGE-FROM-OPS> 76,372
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,356,914
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 264,750
<NUMBER-OF-SHARES-SOLD> 7,421,552
<NUMBER-OF-SHARES-REDEEMED> 40,541,694
<SHARES-REINVESTED> 1,775,764
<NET-CHANGE-IN-ASSETS> (31,344,378)
<ACCUMULATED-NII-PRIOR> 633,033
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 5,591,885
<GROSS-ADVISORY-FEES> 419,471
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 926,263
<AVERAGE-NET-ASSETS> 55,798,976
<PER-SHARE-NAV-BEGIN> 8.78
<PER-SHARE-NII> 0.39
<PER-SHARE-GAIN-APPREC> (0.27)
<PER-SHARE-DIVIDEND> 0.13
<PER-SHARE-DISTRIBUTIONS> 0.24
<RETURNS-OF-CAPITAL> 0.04
<PER-SHARE-NAV-END> 8.49
<EXPENSE-RATIO> 1.66
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> ASIA DYNASTY FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 15,741,255
<INVESTMENTS-AT-VALUE> 16,211,298
<RECEIVABLES> 3,897,048
<ASSETS-OTHER> 2,284,937
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22,393,283
<PAYABLE-FOR-SECURITIES> 1,174,813
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,432,231
<TOTAL-LIABILITIES> 2,607,044
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 19,378,291
<SHARES-COMMON-STOCK> 2,552,296
<SHARES-COMMON-PRIOR> 4,908,706
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 84,265
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 492,213
<NET-ASSETS> 19,786,239
<DIVIDEND-INCOME> 677,180
<INTEREST-INCOME> 58,995
<OTHER-INCOME> 0
<EXPENSES-NET> 1,162,928
<NET-INVESTMENT-INCOME> (426,753)
<REALIZED-GAINS-CURRENT> 5,776,880
<APPREC-INCREASE-CURRENT> (17,288,923)
<NET-CHANGE-FROM-OPS> (11,938,796)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 2,600,962
<DISTRIBUTIONS-OTHER> 305,500
<NUMBER-OF-SHARES-SOLD> 42,139,220
<NUMBER-OF-SHARES-REDEEMED> 74,062,180
<SHARES-REINVESTED> 1,906,997
<NET-CHANGE-IN-ASSETS> (44,861,221)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 627,790
<OVERDIST-NET-GAINS-PRIOR> 2,804,644
<GROSS-ADVISORY-FEES> 339,096
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 797,324
<AVERAGE-NET-ASSETS> 48,862,521
<PER-SHARE-NAV-BEGIN> 13.21
<PER-SHARE-NII> (0.28)
<PER-SHARE-GAIN-APPREC> (3.82)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 1.15
<RETURNS-OF-CAPITAL> 0.14
<PER-SHARE-NAV-END> 7.82
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> GLOBAL BALANCED FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 20,598,884
<INVESTMENTS-AT-VALUE> 28,061,802
<RECEIVABLES> 927,916
<ASSETS-OTHER> 2,585,978
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 31,575,696
<PAYABLE-FOR-SECURITIES> 1,179,313
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 711,291
<TOTAL-LIABILITIES> 1,890,604
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 22,401,246
<SHARES-COMMON-STOCK> 2,862,816
<SHARES-COMMON-PRIOR> 2,831,713
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 226,027
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 45,102
<ACCUM-APPREC-OR-DEPREC> 7,554,975
<NET-ASSETS> 29,685,092
<DIVIDEND-INCOME> 230,840
<INTEREST-INCOME> 604,647
<OTHER-INCOME> 0
<EXPENSES-NET> 610,716
<NET-INVESTMENT-INCOME> 224,771
<REALIZED-GAINS-CURRENT> 3,335,923
<APPREC-INCREASE-CURRENT> 397,402
<NET-CHANGE-FROM-OPS> 3,958,096
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 205,017
<DISTRIBUTIONS-OF-GAINS> 3,635,446
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,559,581
<NUMBER-OF-SHARES-REDEEMED> 6,682,455
<SHARES-REINVESTED> 3,359,302
<NET-CHANGE-IN-ASSETS> 354,061
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 2,528
<OVERDISTRIB-NII-PRIOR> 14,809
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 219,469
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 720,338
<AVERAGE-NET-ASSETS> 30,535,800
<PER-SHARE-NAV-BEGIN> 10.37
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 1.43
<PER-SHARE-DIVIDEND> 0.08
<PER-SHARE-DISTRIBUTIONS> 1.43
<RETURNS-OF-CAPITAL> 0.01
<PER-SHARE-NAV-END> 10.38
<EXPENSE-RATIO> 2.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> GLOBAL HARD ASSETS FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 75,937,317
<INVESTMENTS-AT-VALUE> 80,980,167
<RECEIVABLES> 6,430,696
<ASSETS-OTHER> 3,341,192
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 90,752,055
<PAYABLE-FOR-SECURITIES> 5,569,329
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,602,088
<TOTAL-LIABILITIES> 10,171,417
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 75,294,055
<SHARES-COMMON-STOCK> 5,189,946
<SHARES-COMMON-PRIOR> 2,146,339
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 455
<ACCUMULATED-NET-GAINS> 66,856
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,220,182
<NET-ASSETS> 80,580,638
<DIVIDEND-INCOME> 1,023,956
<INTEREST-INCOME> 513,542
<OTHER-INCOME> 0
<EXPENSES-NET> 1,366,844
<NET-INVESTMENT-INCOME> 170,654
<REALIZED-GAINS-CURRENT> 4,458,604
<APPREC-INCREASE-CURRENT> 1,822,842
<NET-CHANGE-FROM-OPS> 6,452,100
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 69,565
<DISTRIBUTIONS-OF-GAINS> 4,421,817
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,368,849
<NUMBER-OF-SHARES-REDEEMED> 2,557,579
<SHARES-REINVESTED> 232,337
<NET-CHANGE-IN-ASSETS> 49,614,042
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 11,027
<OVERDIST-NET-GAINS-PRIOR> 60,448
<GROSS-ADVISORY-FEES> 660,306
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,429,460
<AVERAGE-NET-ASSETS> 33,518,071
<PER-SHARE-NAV-BEGIN> 14.42
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 2.01
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.98
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 15.50
<EXPENSE-RATIO> 1.97
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> U.S. GOVERMENT MONEY FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 51,980,850
<INVESTMENTS-AT-VALUE> 51,980,850
<RECEIVABLES> 37,115,218
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 89,096,068
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12,446,120
<TOTAL-LIABILITIES> 12,446,120
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 76,649,948
<SHARES-COMMON-PRIOR> 107,697,508
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 76,649,948
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,018,173
<OTHER-INCOME> 0
<EXPENSES-NET> 985,917
<NET-INVESTMENT-INCOME> 3,032,256
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 3,032,256
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,032,256
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,630,786,246
<NUMBER-OF-SHARES-REDEEMED> 3,663,391,147
<SHARES-REINVESTED> 1,557,341
<NET-CHANGE-IN-ASSETS> (31,047,560)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 386,515
<GROSS-EXPENSE> 985,917
<AVERAGE-NET-ASSETS> 77,024,766
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.04
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.28
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> EMERGING MARKETS GROWTH FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 2,930,066
<INVESTMENTS-AT-VALUE> 2,502,600
<RECEIVABLES> 161,619
<ASSETS-OTHER> 68,074
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,732,293
<PAYABLE-FOR-SECURITIES> 25,287
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46,019
<TOTAL-LIABILITIES> 71,306
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,391,198
<SHARES-COMMON-STOCK> 327,288
<SHARES-COMMON-PRIOR> 3,151
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 6,155
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 295,894
<ACCUM-APPREC-OR-DEPREC> (428,162)
<NET-ASSETS> 2,660,987
<DIVIDEND-INCOME> 47,786
<INTEREST-INCOME> 294
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 48,080
<REALIZED-GAINS-CURRENT> (276,471)
<APPREC-INCREASE-CURRENT> (428,162)
<NET-CHANGE-FROM-OPS> (656,653)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 26,872
<DISTRIBUTIONS-OF-GAINS> 47,808
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 424,728
<NUMBER-OF-SHARES-REDEEMED> 108,657
<SHARES-REINVESTED> 8,067
<NET-CHANGE-IN-ASSETS> 2,630,987
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 24,075
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 168,772
<AVERAGE-NET-ASSETS> 2,184,063
<PER-SHARE-NAV-BEGIN> 9.52
<PER-SHARE-NII> 0.16
<PER-SHARE-GAIN-APPREC> (1.31)
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.24
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 8.13
<EXPENSE-RATIO> 0.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 11
<NAME> GLOBAL REAL ESTATE
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,509,397
<INVESTMENTS-AT-VALUE> 1,571,743
<RECEIVABLES> 74,860
<ASSETS-OTHER> 304,432
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,951,035
<PAYABLE-FOR-SECURITIES> 236,457
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32,081
<TOTAL-LIABILITIES> 268,538
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,618,915
<SHARES-COMMON-STOCK> 158,122
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 39
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 967
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 62,576
<NET-ASSETS> 1,682,497
<DIVIDEND-INCOME> 21,753
<INTEREST-INCOME> 2,149
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 23,902
<REALIZED-GAINS-CURRENT> 63,337
<APPREC-INCREASE-CURRENT> 62,576
<NET-CHANGE-FROM-OPS> 149,815
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 22,156
<DISTRIBUTIONS-OF-GAINS> 64,077
<DISTRIBUTIONS-OTHER> 94,533
<NUMBER-OF-SHARES-SOLD> 1,618,480
<NUMBER-OF-SHARES-REDEEMED> 84,756
<SHARES-REINVESTED> 93,491
<NET-CHANGE-IN-ASSETS> 1,682,497
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,082
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 75,454
<AVERAGE-NET-ASSETS> 1,088,816
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.16
<PER-SHARE-GAIN-APPREC> 1.12
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.64
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.64
<EXPENSE-RATIO> 0.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
EXHIBIT 14
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated February 20, 1998 on the Van Eck/Chubb
Funds, Inc., which is included in the Annual Report to Shareholders for the year
ended December 31, 1997, and is incorporated by reference, in this Registration
Statement (Form N-14 No. 2-97596) of the Van Eck Funds.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
March 17, 1998
<PAGE>
Exhibit 14(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
--------------------
We consent to the incorporation by reference in the Registration Statement on
Form N-14 of the Van Eck Funds, of our report dated February 25, 1998, on our
audit of the financial statements and financial highlights of the U.S.
Government Money Fund, which report is included in the Annual Report to
Shareholders for the year ended December 31, 1997, which is also incorporated by
reference in this registration statement.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New York, New York
March 19, 1998
