<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
VAN ECK FUNDS
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date filed:
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VAN ECK FUNDS
GLOBAL REAL ESTATE FUND
99 PARK AVENUE, NEW YORK, NEW YORK 10016
(212) 687-5200 . TOLL FREE (800) 826-2333
___________________________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 10, 1998
___________________________________________________
A SPECIAL MEETING OF SHAREHOLDERS OF VAN ECK FUNDS (the "Trust"), including
its series, GLOBAL REAL ESTATE FUND (the "Fund"), will be held at the offices of
the Trust, 8th Floor, 99 Park Avenue, New York, New York on Tuesday, November
10, 1998 at 8:30 A.M., New York Time, for the following purposes:
1. To consider and vote upon a Plan of Liquidation and Dissolution
pursuant to which the Fund's assets will be liquidated, known liabilities
satisfied and remaining proceeds distributed to shareholders; and
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on September 22, 1998 are
entitled to notice of, and to vote at the Special Meeting.
By order of the Board of Trustees,
THOMAS H. ELWOOD,
Secretary
October 4, 1998
______________________________________________________________________
WHETHER YOU EXPECT TO ATTEND THE SPECIAL MEETING OR NOT,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY.
______________________________________________________________________
<PAGE>
VAN ECK FUNDS
99 PARK AVENUE, NEW YORK, NEW YORK 10016
(212) 687-5200 . TOLL FREE (800) 826-2333
__________________________________________________
PROXY STATEMENT
Special Meeting of Shareholders
NOVEMBER 10, 1998
___________________________________________________
This Proxy Statement is furnished to shareholders of the Global Real Estate
Fund, a series of the Van Eck Funds (the "Trust"), in connection with the
solicitation by the Trust's Board of Trustees of proxies to be used at a Special
Meeting of Shareholders of the Trust (the "Special Meeting") to be held at the
offices of the Trust, 99 Park Avenue, 8th floor, New York, New York on Tuesday,
November 10, 1998 at 8:30 A.M., New York Time, for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders. The enclosed proxy can
be revoked by notice in writing to the Trust at any time before it is exercised
or by voting in person at the Special Meeting. The cost of soliciting proxies
will be borne by Van Eck Associates Corporation, the Fund's adviser (the
"Adviser"). In addition to solicitation by mail, some of the officers of the
Trust and/or employees of the Adviser, without extra remuneration, may conduct
additional solicitation by telephone, telegraph and personal interview. This
proxy soliciting material is being mailed to shareholders on or about October 8,
1998.
Only shareholders of record at the close of business on September 22, 1998
are entitled to notice of, and to vote at, the Special Meeting and at any
adjournment(s) thereof.
Each proxy will be voted in accordance with the shareholder's instruction
with respect to the proposal to approve a Plan of Liquidation and Dissolution
pursuant to which the Trust's assets will be liquidated, known liabilities
satisfied and the remaining proceeds distributed to shareholders (the "Plan").
If a signed proxy is returned with no instruction indicated, the proxy will be
voted FOR approval of the Plan. In the event there are not sufficient votes to
approve the proposal at the time of the Special Meeting, the Special Meeting may
be adjourned to permit further solicitations of proxies by the Trust. If the
Trust proposes to adjourn the Special 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.
As of September 22, 1998, there were outstanding _______________ shares of
beneficial interest of the Fund. Each full share is entitled to one full vote
and each fractional share is entitled to a proportionate share of one vote. As
of such date, the following persons were known to the Trust to own of record or
beneficially more than 5% of the outstanding shares of the Fund:
[5% owner]
A proxy that is properly executed by a client and returned to his or her
broker, which holds Fund 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 liquidation 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. Also, a properly executed and returned
proxy marked with an abstention will be considered present at the Meeting for
purposes of determining the existence of a quorum for the transaction of
business. However, abstentions and broker "non-votes" have the effect of a
negative vote on matters which require approval by a requisite percentage of the
outstanding shares.
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PROPOSAL NO. 1
APPROVAL OF THE PLAN
The Fund, which began operations on June 23, 1997, seeks to maximize total
return by investing primarily in equity securities of domestic and foreign
companies which are principally engaged in the real estate industry or which own
significant real estate.
The Board of Trustees of the Trust, at a meeting held on September 15,
1998, decided that it would be in the best interests of the Fund and its
shareholders to liquidate the Fund at this time and distribute the proceeds to
shareholders. The Adviser has been voluntarily absorbing expenses exceeding 1%
of average daily net assets. The Adviser cannot reasonably be expected to
subsidize the operations of the Fund and without continued subsidization, the
Fund's expense ratio would exceed that of many other funds with similar
investment objectives. This would have an adverse impact on the Fund's
performance. As a result, the Fund's current asset base would decline and the
Fund's expense ratio would rise as certain fixed costs would be spread over a
shrinking asset base. Expenses were reduced by $98,599, under this Agreement.
The Adviser has indicated that it was not prepared to continue this Agreement.
As a result, the Board of Trustees determined that, given this fact and other
circumstances, the Fund could not continue to operate with a competitive expense
ratio.
DESCRIPTION OF THE PLAN
Pursuant to the Plan, as soon as practicable following shareholder
approval, which is currently expected to occur on or about November 10, 1998
(the "Distribution Date"), the Trust will redeem the shares held in the Global
Real Estate Fund, satisfy the Fund's known obligations and distribute the
Liquidation Value (as hereafter defined) to shareholders. Promptly thereafter
the officers of the Trust will take all necessary and appropriate action to
effect a complete statutory dissolution of the Fund. The Trust anticipates the
Liquidation Value will be paid in cash. A copy of the Plan is attached as
Exhibit A.
After payment of expenses, the cash and any other assets will be
distributed to shareholders as soon as practicable. The Adviser has agreed to
absorb the unamortized organizational expenses of the Trust outstanding on the
Distribution Date. The Fund is absorbing the expenses associated with effecting
the transactions contemplated by the Plan, which are estimated to be
approximately $______________.
Each share of the Fund will entitle the holder to receive cash or other assets
equal to the per share net asset value of the Fund at the time of liquidation.
For tax purposes, upon distribution of the Liquidation Value, shareholders will
recognize a taxable gain or loss equal to the difference between (i) the amount
of the Liquidation Value and (ii) the shareholder's adjusted tax basis in shares
of the Fund. Such gain or loss will be treated as a long-term, mid-term or
short-term capital gain or loss depending upon the period of time the shares
were held by the shareholder prior to liquidation. Under federal tax laws,
distributions on shares held for more than 18 months will result in a long-term
capital gain or loss, distributions on shares held for more than one year but
not more than 18 months will result in a mid-term capital gain or loss and
distributions on shares held for one year or less will result in a short-term
capital gain or loss. All shareholders are urged to seek independent advice
regarding the possible federal, state and/or foreign income tax consequences of
the proposed liquidation as applied to the shareholder's own circumstances.
A shareholder holding Fund shares as part of a retirement account should
complete a transfer of assets to another retirement plan in advance of the
liquidation (or within 60 days thereafter) to avoid possible IRS penalties for
premature distribution.
The Liquidation Value will be determined in the same manner as the Fund's
net asset value is determined on a daily basis. "Liquidation Value" means, as
of the Distribution Date, the aggregate
<PAGE>
value of all assets of the Fund, less the sum of the aggregate amount of all
liabilities of the Fund, divided by the total number of issued and outstanding
shares of the Fund.
The Fund's distributor has agreed not to charge the Contingent Deferred Sales
Charge on Class B shares and the Contingent Deferred Redemption Charge on Class
C shares upon liquidation and dissolution of the Fund.
Shareholders may redeem their shares at net asset value on any business day
prior to the Distribution Date. Shareholders are directed to the section
"Purchase and Sale of Shares" in the Fund's prospectus for more information on
redemptions. No shareholder will have any dissenter's rights or right of
appraisal with the liquidation and dissolution of the Fund.
REQUIRED VOTE
Approval of the Plan is to be determined by the vote of a majority of the
outstanding shares of the Fund as defined in the Investment Company Act of 1940,
as amended (the "Act"). This means an affirmative vote of the lesser of (1)
more than 50% of the outstanding voting shares or (2) 67% or more of the shares
of the Fund present at the Special Meeting if more than 50% of the outstanding
shares of the Fund are present or represented by proxy.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees do not intend to present any other business at the Special Meeting,
nor are they aware that any shareholder intends to do so. If, however, any
other matters are properly brought before the Special Meeting, the persons named
in the accompanying form of proxy will vote thereon in accordance with their
judgment.
WHETHER OR NOT YOU PLAN TO ATTEND, IT WOULD BE APPRECIATED IF YOU WOULD FILL IN,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE CONTINENTAL UNITED
STATES.
<PAGE>
EXHIBIT A
---------
PLAN OF LIQUIDATION AND DISSOLUTION
PLAN OF LIQUIDATION AND DISSOLUTION dated as of September 15, 1998 adopted
by Van Eck Funds, a Massachusetts business trust (the "Trust"), which consists
of the series, Global Real Estate Fund (the "Fund").
W I T N E S S E T H:
-------------------
WHEREAS, the Trust is 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 complete
liquidation and dissolution, pursuant to which all of the assets of the Fund
shall be liquidated at such prices and on such terms and conditions as the
officers of the Trust, in consultation with the Fund's investment adviser, shall
determine to be reasonable and in the best interests of the Trust and its
shareholders, all as hereinafter set forth in this Plan; and
WHEREAS, the Trustees of the Trust, including a majority of the Trustees
who are not interested persons, have determined that the liquidation and
dissolution of the Fund as contemplated by this Plan is in the best interests of
the Fund.
NOW, THEREFORE, the Trustees hereby declare the following Plan:
1. AUTHORIZATION OF TRUSTEES AND OFFICERS. The Board of Trustees and officers
--------------------------------------
of the Trust are hereby authorized and directed to wind up the affairs of the
Fund, subject to the requirements of Section 10 of this Plan.
2. LIQUIDATION OF ASSETS. The assets of the Fund shall be liquidated at such
---------------------
prices and on such terms and conditions as the officers of the Trust, in
consultation with the Fund's investment adviser, shall determine to be
reasonable and in the best interests of the Fund and its shareholders.
3. INVESTMENTS PENDING LIQUIDATION. To the extent feasible, the Fund shall
-------------------------------
take a defensive position pending liquidation with a view to facilitating an
orderly liquidation of the Fund's portfolio.
4. EXPENSES. Van Eck Associates Corporation ("VEAC") will bear the unamortized
- -- --------
organizational expenses of the Fund outstanding on the Distribution Date. The
Fund will bear all expenses of the Trust associated with effecting the
transactions contemplated by this Plan except the costs involved in disposing of
the Fund's portfolio securities.
5. SALES OF SHARES. Effective September 30, 1998, the Fund shall accept no
- -- ---------------
orders for shares from any new investor, nor shall the Fund sell additional
shares to any existing shareholder, except as a result of dividends and capital
gain distributions paid in additional shares to shareholders of record in the
manner set forth in the Fund's current prospectus.
6. LIQUIDATION. Subject to the requirements of Section 10 of this Plan, as
-----------
soon as practicable after the consummation of the sale or distribution of the
Fund's portfolio securities and the payment of all the Fund's known liabilities
and obligations, the officers of the Trust shall determine the Liquidation Value
(as such term is hereinafter defined) of the Fund's shares (the date of such
determination shall be referred to herein as the "Distribution Date"). The
Liquidation Value shall be determined in the same manner as the Fund's net asset
value is determined on a daily basis. Accordingly, the term "Liquidation Value"
means, as of the Distribution Date, (i) the aggregate value of all of the assets
of the Trust, less (ii) the sum of the aggregate amount of all of the
liabilities of the Fund, divided by (iii)
<PAGE>
the total number of issued and outstanding shares of the Fund. The Board of
Trustees may, if appropriate, authorize the establishment of a reserve to meet
any contingent liabilities of the Fund, which amount, if any, shall be deducted
pro rata from the Liquidation Value. The Fund's distributor has agreed not to
charge the Contingent Deferred Sales Charge on Class B shares and the Contingent
Deferred Redemption Charge on Class C shares upon liquidation and dissolution of
the Fund.
7. LIQUIDATING FUND. In the event the Trust is unable to distribute all its
----------------
assets pursuant to the Plan because of its inability to locate shareholders to
whom Liquidation Distributions will be sent, the Trust may create, at the
expense of such shareholders, a liquidating fund with a financial institution
and deposit therein any remaining assets of the Fund for the benefit of the
shareholders that cannot be located.
8. DISSOLUTION. As soon as practicable after the distribution of all of the
-----------
Fund's assets in complete liquidation, the officers of the Trust will close the
books of the Fund and prepare and file, in a timely manner, any and all required
income tax returns and other documents and instruments and file or cause to be
filed, with the Commonwealth of Massachusetts and any other appropriate
governmental authorities, any and all documents and instruments necessary to
effect a complete statutory dissolution of the Fund. As soon as practicable
after the complete statutory dissolution of the Fund, the officers of the Trust
will file or cause to be filed with the Securities and Exchange Commission and
any state in which the Fund's shares were sold, any and all documents and
instruments necessary to terminate the registration of the Fund and its business
and affairs by the Securities and Exchange Commission and any such state.
Thereafter, the Trust will cease to exist and no shareholder will have any
interest whatsoever in the Trust.
9. REDEMPTION PROCEDURES. Shares of the Fund may be redeemed at any time.
---------------------
Shares may be redeemed by writing to DST Systems, Inc., the Fund's transfer
agent, through the shareholder's Broker or Agent (although they may charge a fee
for their services) or, if the shareholder has so elected, by contacting DST by
telephone. Redemptions of the Fund will be accepted up to the business day
prior to the Liquidation Date. Upon the approval by shareholders of the Plan of
Liquidation and Dissolution, the Fund will waive the Contingent Deferred Sales
Charge on Class B shares and the Contingent Deferred Redemption Charge on Class
C shares for exchanges and redemptions placed on or after that date. See also
"Redemption of Shares" and "Exchange Privilege" in the Prospectus for more
information.
10. DISSENTERS' RIGHTS. No shareholder shall have any dissenters' right or
------------------
right of appraisal in connection with the liquidation and dissolution of the
Fund.
11. SHAREHOLDER APPROVAL. Approval of this Plan is to be determined by the
--------------------
vote of a majority of the outstanding shares of the Fund as defined in the
Investment Company Act of 1940, as amended (the "Act"). This means an
affirmative vote of the lesser of (1) more than 50% of the outstanding voting
shares of the Fund or (2) 67% or more of the shares of the Fund present at the
Special Meeting if holders of more than 50% of the outstanding shares of the
Fund are present or represented by proxy.
IN WITNESS WHEREOF, the Trustees have caused this Plan to be executed as of
the date first set forth above by their duly authorized representatives.
VAN ECK FUNDS
Attest:
/s/ Thomas H. Elwood /s/ John C. van Eck
- ------------------------------ --------------------------------
Thomas H. Elwood, Secretary John C. van Eck, President
<PAGE>
PROXY CARD PROXY CARD
VAN ECK FUNDS
GLOBAL REAL ESTATE FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 10, 1998
The undersigned shareholder of GLOBAL REAL ESTATE FUND (the "Fund"), a series of
VAN ECK FUNDS (the "Trust"), having received Notice of the Special Meeting of
Shareholders of the Trust to be held on Tuesday, November 10, 1998 and the Proxy
Statement accompanying such Notice, hereby constitutes and appoints Barbara
Allen and Thomas Elwood 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 Trust
which the undersigned would be entitled to vote at the Meeting to be held at 99
Park Avenue, 8th Floor, New York, on Tuesday, November 10, 1998, at 8:30 A.M.,
New York Time, and at any and all adjournments thereof, with all powers the
undersigned would possess if personally present.
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.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSAL.
---
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED BELOW
OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED.
---
PROPOSAL
1. To approve a Plan of Liquidation and Dissolution pursuant to which the
Trust's assets will be liquidated, known liabilities satisfied and remaining
proceeds distributed to shareholders.
FOR _________ AGAINST _________ ABSTAIN _________
PROXY CARD
PLEASE MARK YOUR PROXY, DATE AND SIGN IT AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
