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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CHUBB INVESTMENT FUNDS, INC.
- --------------------------------------------------------------------------------
(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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A..
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
<PAGE>
[Logo]
October 8, 1997
Dear Shareholders:
As mentioned in my October 3, 1997 letter to you, the Chubb Investment Funds,
Inc. has entered into a new relationship with the Van Eck Family of Funds,
becoming part of the Van Eck Partnership Series. The Chubb Investment Funds are
now called the Van Eck/Chubb Funds, Inc.
Chubb Asset Managers continues as the investment manager and the funds'
investment objectives will not change. Therefore, the portfolio managers and the
investment style will remain the same. Van Eck has become the administrator and
distributor of the funds.
In addition, the Board of Directors has nominated a new slate of Directors for
election at a Special Meeting of Shareholders to be held on November 17, 1997.
A biography of these individuals can be found in the enclosed Proxy Statement.
The Board of Directors believes that these nominees are amply qualified to serve
as Directors of Van Eck/Chubb Funds.
PLEASE TAKE A MOMENT NOW TO READ THE ENCLOSED NOTICE AND PROXY STATEMENT AND
THEN TO SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. IF
YOU HAVE ANY QUESTIONS, PLEASE CALL US AT 1-800-826-3251.
Your prompt attention to this matter benefits all shareholders. Thank you.
Sincerely,
/s/ Michael O'Reilly
- --------------------
Michael O'Reilly
President
<PAGE>
VAN ECK/CHUBB FUNDS, INC.
99 Park Avenue, New York, New York 10016
(212) 687-5200 o Toll Free (800) 826-3251
---------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 17, 1997
---------------------------------------------------
A Special Meeting of Shareholders of Van Eck/Chubb Funds, Inc. ("Van
Eck/Chubb Funds"), formerly known as Chubb Investment Funds, Inc., on behalf of
the Capital Appreciation Fund, Global Income Fund, Government Securities Fund,
Growth and Income Fund, Money Market Fund, Tax-Exempt Fund and Total Return Fund
series (individually, a "Fund"; collectively, the "Funds") will be held at the
offices of Van Eck/Chubb Funds, 8th Floor, 99 Park Avenue, New York, New York,
10016 on Monday, November 17, 1997, at 3:00 P.M., New York Time, for the
following purposes:
1. To elect a Board of Directors; 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 October 1, 1997 are
entitled to notice of, and to vote at, the Special Meeting.
By order of the Board of Trustees,
THADDEUS LESZCZYNSKI
Secretary
October 8, 1997
- ----------------------------------------------------------------------
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/CHUBB FUNDS, INC.
99 Park Avenue, New York, New York 10016
(212) 687-5200 o Toll Free (800) 826-3251
---------------------------------------------------
PROXY STATEMENT
Special Meeting of Shareholders
November 17, 1997
---------------------------------------------------
This Proxy Statement is furnished to shareholders of the Van Eck/Chubb
Funds, Inc. ("Van Eck/Chubb Funds"), formerly known as Chubb Investment Funds,
Inc., on behalf of the Capital Appreciation Fund, Global Income Fund, Government
Securities Fund, Growth and Income Fund, Money Market Fund, Tax-Exempt Fund and
Total Return Fund series (individually, a "Fund"; collectively, the "Funds"), in
connection with the solicitation by the Board of Directors of Van Eck/Chubb
Funds of proxies to be used at a Special Meeting of Shareholders of the Funds
(the "Special Meeting") to be held at the offices of Van Eck/Chubb Funds, 99
Park Avenue, 8th floor, New York, New York 10016, on Monday, November 17, 1997
at 3:00 P.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 Van Eck/Chubb Funds 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 Chubb Asset Managers, Inc., ("Investment Manager") and Van Eck
Associates Corporation (the "Investment Administrator"). In addition to
solicitation by mail, some of Van Eck/Chubb Funds' officers and employees of the
Investment Manager and Investment Administrator, 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 15, 1997.
Only shareholders of record at the close of business on October 1, 1997 are
entitled to notice of, and to vote at, the Special Meeting and at any
adjournment(s) thereof.
Each proxy card will be voted in accordance with the shareholder's
instruction with respect to the election of Directors. If no such instruction is
indicated, the proxy will be voted FOR election of the proposed slate of
Directors. In the event there are not sufficient votes to elect Directors at the
time of the Special Meeting, the Special Meeting may be adjourned to permit
further solicitations of proxies by Van Eck/Chubb Funds. If Van Eck/Chubb Funds
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. Please note that the form of
proxy card provides a space on which you may mark your instructions for or
against, or withhold authority for, one or more of the Directors. Voting on the
election of Directors will be tabulated on a Van Eck/Chubb Funds-wide basis.
As of the close of business on October 1, 1997, there were outstanding
15,719,323.75 shares of Van Eck/Chubb Funds, consisting of: Capital Appreciation
Fund--688,491.986; Global Income Fund--1,269,863.762; Government Securities
Fund--1,059,463.776; Growth and Income Fund--1,903,057.788; Money Market
Fund--8,090,657.970; Tax-Exempt Fund--1,071,506.890 and Total Return Fund
- --1,636,281.578. Each full share is entitled to one full vote and each
fractional share is entitled to a proportionate share of one vote.
<PAGE>
As of September 26, 1997, the following persons were known to the Funds to
own of record or beneficially more than 5% of the outstanding shares as follows:
Chubb Asset Managers, Inc. Global Income Fund 55.083%
100 William Street Government Securities Fund 20.475%
New York, NY 10038 Money Market Fund 19.554%
Federal Insurance Company Capital Appreciation Fund 14.695%
C/o Chubb & Son Tax-Exempt Fund 18.493%
15 Mountain View Road
Warren, NJ 07059
Vigilant Insurance Company Global Income Fund 36.969%
c/o Chubb & Son Inc.
15 Mountain View Road
Warren, NJ 07059
Officers and Directors of Van Eck/Chubb Funds as a group owned less than 1%
of the outstanding shares of each Fund on September 26, 1997.
A proxy card that is properly executed and returned to a broker that holds
Fund shares for a client in its own name, accompanied by instructions to
withhold authority to vote with respect to the election of Directors, 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), and 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 card 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.
A copy of each Fund's most recent annual and semi-annual reports are
available, without charge, upon request by writing to the Fund at the above
address or by calling (800) 452-4822.
BACKGROUND
Chubb Asset Managers, Inc., the Investment Manager, whose principal
business office is at 15 Mountain View Road, Warren, New Jersey 07061, has
managed the investment and reinvestment of assets of the Funds since
commencement operations of each Fund. Chubb Investment Advisory Corporation
("CIAC") served as the investment administrator and Chubb Securities Corporation
("CSC") served as the distributor from inception of Chubb Investment Funds, Inc.
on April 18, 1986 until October 1, 1997. CIAC and CSC are wholly-owned by Chubb
Life Insurance Company ("Chubb Life"), which was acquired by Jefferson-Pilot
("Jefferson-Pilot") on April 30, 1997. Jefferson-Pilot acquired substantially
all of the business of Chubb Life except as it pertained to the Funds. CIAC and
CSC informed the Board that they intended to restructure its operations relating
to investment companies not serving as investment vehicles for life insurance or
annuity contracts. The Board considered appropriate action and retained,
effective October 1, 1997, Van Eck Associates Corporation to serve as Investment
Administrator and Van Eck Securities Corporation, a wholly owned subsidiary of
the Investment Administrator, as Distributor. Chubb Asset Managers, Inc. will
remain the Investment Manager. At that time, the Board nominated the proposed
slate of Directors, most of whom are affiliated with the Investment
Administrator. The principal business offices of the Investment Administrator
and the Distributor are at 99 Park Avenue, New York, New York 10016.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
Five individuals have been nominated for election as Directors of Van
Eck/Chubb Funds. None of the nominees is related to one another. Each nominee
has consented to continue to serve if elected at the Special Meeting.
If elected, the Directors will hold office until a successor has been
elected and has qualified, or until such Director's earlier death, resignation
or removal. However, any Director may resign, and any Director may be removed
with or without cause at any time by a vote of a majority of the voted shares
entitled to be cast for the election of Directors at any meeting of
shareholders, duly called and at which a quorum is present. In case of a vacancy
on the Board, the remaining Directors may, in their discretion, appoint any
person to fill the vacancy. If at any time less than a majority of the Directors
have been elected by shareholders, the Directors then in office will promptly
call a meeting of shareholders for the purpose of electing Directors. Other than
when that situation occurs, no shareholder meetings will be held for the purpose
of electing Directors, unless otherwise required.
Each of the nominees for Director is listed in the chart below. An asterisk
(*) next to a name indicates that the nominee is an "interested person" of Van
Eck/Chubb Funds, the Investment Administrator and/or the Distributor, as defined
in the Investment Company Act of 1940.
Nominee (Age) & Address Principal Occupation(s) During the Past Five Years
- ----------------------- --------------------------------------------------
John C. van Eck* (82) Chairman of the Board and President of Van Eck
99 Park Avenue Funds and Van Eck Worldwide Insurance Trust;
New York, NY 10016 Chairman of Van Eck Associates Corporation and
Van Eck Securities Corporation. Mr. van Eck and
members of his immediate family own 100% of the
voting stock of Van Eck Associates Corporation.
Jeremy H. Biggs (62) Trustee of Van Eck Funds and Van Eck Worldwide
Two World Trade Center Insurance Trust; Chairman of Davis Funds Group;
New York, NY 10048 Vice Chairman, Director and Chief Investment
Officer of Fiduciary Trust Company
International; Treasurer and Director of the
Royal Oak Foundation (the UK National Trust);
Director and former Chairman of the Union
Settlement Association (the largest community
service organization in East Harlem); First Vice
President, Trustee and Chairman of Finance
Committee of Saint James School, St. James,
Maryland.
Wesley G. McCain (55) Trustee of Van Eck Funds, Van Eck Worldwide
144 East 30th Street Insurance Trust, Peregrine Funds and Libre Group
New York, NY 10016 Trust; Chairman and Owner of Towneley Capital
Management, Inc; Chairman and Trustee of Eclipse
Financial Asset Trust; General Partner of
Pharaoh Partners, LP and a Managing Director of
Pharaoh Partners (Cayman), LDC.
<PAGE>
Nominee (Age) & Address Principal Occupation(s) During the Past Five Years
- ----------------------- --------------------------------------------------
David J. Olderman (62) Trustee of Van Eck Funds and Van Eck Worldwide
40 East 52nd Street Insurance Trust; Chairman of the Board, Chief
New York, NY 10022 Executive Officer and Owner of Carret & Company,
Inc.; Owner and Chairman of the Board of
American Copy Equipment Corporation; Director of
Laidig Inc.; Director of Greif Bros. Corp.;
Director of AmeriCares Inc.; Chairman and part
owner of Brighton Partners, a medical
partnership; and Chairman and part owner of
Nature Coast industries, an aqua-farming
concern.
Michael O'Reilly* (54) Senior Vice President and Chief Investment
15 Mountain View Road Officer of The Chubb Corporation; Director,
Warren, NJ 07061 President and Chief Operating Officer of Chubb
Asset Managers, Inc.; and Senior Vice President
and Director of Chubb Investment Advisory
Corporation.
- -------------
*Mr. van Eck is an "interested person" of Van Eck/Chubb Funds by virtue of his
position with the Distributor. Mr. O'Reilly is an "interested person" of Van
Eck/Chubb Funds by virtue of his position as an officer of Van Eck/Chubb Funds
and his positions with the Investment Manager. The Investment Manager is the
investment adviser to the Fund.
With the exception of Mr. O'Reilly who has served as a Director since 1987, none
of the other nominees has served as a Director of Van Eck/Chubb Funds.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has an Audit Committee that normally meets two times per year, prior
to the first two quarterly meetings of the Board of Directors, or as required.
The Audit Committee oversees and monitors the financial reporting process,
including recommending to the Board the independent accountants to be selected
for the Funds, reviewing internal controls and the auditing function (both
internal and external), reviewing the qualifications of key personnel performing
audit work, and overseeing compliance procedures. The Audit Committee is
composed entirely of Directors who are not "interested persons" of Van Eck/Chubb
Funds, its principal underwriter, the Investment Manager or their affiliates.
The members of the Audit Committee are the Van Eck/Chubb Funds Directors
currently in office.
INFORMATION ON BOARD MEETINGS DURING FISCAL YEAR 1996
During the fiscal year ended December 31, 1996, the Directors then in
office met four times.
The Directors who are not "interested persons" of Van Eck/Chubb Funds
receive an annual fee of $2,000 from the Funds, payable quarterly, as
compensation for services as a Director on the Board, plus an attendance fee of
$750 per meeting.
COMPENSATION TABLE
Total 1996
Van Eck/Chubb Funds Van Eck "Fund Complex"
Nominee Projected Annual Directors Fees1 Compensation2
- ------- -------------------------------- ----------------------
John C. van Eck $0 $0
Jeremy H. Biggs $5,000 $40,000
Wesley G. McGain $5,000 $44,000
David J. Olderman $5,000 $35,000
Michael O'Reilly $0 $0
- -------------------
1 Projected Annual Directors Fees are based on the current compensation paid by
Van Eck/Chubb Funds to non-interested Directors. The amounts stated above assume
attendance at all four Board meetings.
2 Compensation during 1996 from the Van Eck "Fund Complex." The term "Fund
Complex" refers to the series of Van Eck Funds and Van Eck Worldwide Insurance
Trust. No other compensation, including pension or other retirement benefits, is
paid to the Directors by the Fund Complex.
<PAGE>
OFFICERS OF VAN ECK/CHUBB FUNDS
Position(s)
With Van
Name (Age) Eck/Chubb Principal Occupation(s)
& Address Funds* For the Past Five Years
--------- ------ -----------------------
Bruce J. Smith (42) Vice Vice President and Treasurer of Van
99 Park Avenue President Eck Funds and Van Eck Worldwide
New York, NY 10016 and Insurance Trust; officer of other
Treasurer investment companies administered
by the Investment Administrator;
Senior Vice President and Chief
Financial Officer of Van Eck
Associates Corporation and Van Eck
Securities Corporation.
Thaddeus M. (50) Vice Vice President and Secretary of Van
Leszczynski President Eck Funds and Van Eck Worldwide
99 Park Avenue and Insurance Trust; officer of other
New York, NY 10016 Secretary investment companies administered
by the Investment Administrator;
Vice President, Secretary and
General Counsel of Van Eck
Associates Corporation and Van Eck
Securities Corporation.
Susan I. Grant (44) Assistant Assistant Secretary of Van Eck
99 Park Avenue Secretary Funds and Van Eck Worldwide
New York, NY 10016 Insurance Trust; Senior Attorney of
Van Eck Associates Corporation.
Prior to joining Van Eck, employed
by Royce Funds (1994 - 1996) and
First Investors Corporation (1989 -
1994).
- ------------------
*Each officer has held this position since September 1997.
VOTING INSTRUCTIONS
Properly-executed proxy cards will be deemed to authorize the approval of
all of the five nominees, unless authority has been withheld on any or all of
the nominees according to the directions on the proxy card.
REQUIRED VOTE
A plurality of all votes cast at the meeting are sufficient to elect
Directors.
<PAGE>
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors 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.
SHAREHOLDER PROPOSALS
The Fund does not hold annual shareholder meetings. According to the Fund's
Bylaws, annual meetings when held will be held in the month of April of any
year. Shareholders who would like to submit proposals for consideration at
future shareholder meetings should send written proposals to Van Eck/Chubb
Funds, Inc., 99 Park Avenue, New York, New York 10016.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
October 8, 1997
<PAGE>
(Front)
VAN ECK/CHUBB FUNDS, INC
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 17, 1997
The undersigned shareholder of Van Eck/Chubb Funds, Inc., having received
Notice of the Special Meeting of Shareholders of the Fund to be held on November
17, 1997 and the Proxy Statement/Prospectus accompanying such Notice, hereby
constitutes and appoints Barbara Allen, Susan Grant and Susan Min and each of
them, true and lawful attorneys or attorney of 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, NY 10016 on November 17, 1997 at 3:00 P.M., New York time, and at any and
all adjournments thereof, with all powers the undersigned would possess if
personally presented.
For joint accounts, all co-owners must sign.
Executors, administrators, trustees, etc.
should so indicate when signing.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK IN AS FOLLOWS VANGLF KEEP TIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
<S> <C> <C> <C> <C>
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL TO WITHHOLD AUTHORITY TO VOTE, MARK "FOR ALL EXCEPT"
ALL ALL EXCEPT: and write the nominee's number on the line below.
1. To elect the following persons as Directors: // // //
01) John C. van Eck, 02) Jeremy H. Biggs,
03) Wesley G. McCain, 04) David J. Olderman,
05) Michael O'Reilly // // // ---------------------------------------------
2. To consider and act upon any other maters which may properly come before the meeting or any adjournment thereof:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED ABOVE. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED ABOVE OR FOR ALL THE PROPOSED IF NO CHOICE IS INDICATED.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT BELOW AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
- ---------------------------------------------- -----------------------------------------
| | | |
- ---------------------------------------------- -----------------------------------------
Signature (PLEASE SIGN WITHIN THE BOX) Date Signature (Joint Owners) Date
</TABLE>
