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 Section 240.14a-11(c) or Section 240.14a-12
CHUBB INVESTMENT FUNDS, INC.
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(Name of Registrant as Specified In Its Charter)
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(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>
Dear Shareholders:
As you know, Chubb Investment Funds, Inc. is entering into a new relationship
with the Van Eck Family of Funds. Among the changes resulting from this
arrangement is the change in the Fund's name to Van Eck/Chubb Funds, Inc.
In addition, the Board of Directors has nominated a new slate of nominees for
Director, for election by shareholders at this Special Meeting of Shareholders
of the Fund, to be held on November 17, 1997. A biography of the nominees can be
found in the enclosed Proxy Statement. The Fund's Board believes that these
nominees are amply qualified to serve as Directors of the Fund.
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-XXX-XXXX.
Your prompt attention to this matter benefits all shareholders. Thank you.
Sincerely,
Michael O'Reilly
President
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VAN ECK/CHUBB FUNDS, INC.
99 Park Avenue, New York, New York 10016
(212) 687-5200 o Toll Free (800) 826-3251
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 17, 1997
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A Special Meeting of Shareholders of Van Eck/Chubb Funds, Inc. ("Van
Eck/Chubb Funds"), 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 8:00 A.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 2, 1997
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WHETHER YOU EXPECT TO ATTEND THE SPECIAL MEETING OR NOT,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY.
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<PAGE>
VAN ECK/CHUBB FUNDS, INC.
99 Park Avenue, New York, New York 10016
(212) 687-5200 o Toll Free (800) 826-3251
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PROXY STATEMENT
Special Meeting of Shareholders
November 17, 1997
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This Proxy Statement is furnished to shareholders of the Van Eck/Chubb
Funds, Inc. ("Van Eck/Chubb Funds"), 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 8:00 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 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., ("Adviser") and Van Eck Associates Corporation (the
"Administrator"). In addition to solicitation by mail, some of Van Eck/Chubb
Funds' officers and employees of the Adviser and 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 8, 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 September 26, 1997, there were outstanding
the following number of shares of each Fund as follows: Capital Appreciation
Fund, Global Income Fund, ; Government Securities Fund, ; Growth and Income
Fund, ; Money Market Fund, ; Tax-Exempt Fund; and Total Return 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 that date, the following persons were
known to the Funds to own of record or beneficially more than 5% of the
outstanding shares as follows:
<PAGE>
Chubb Asset Managers, Inc. Capital Appreciation Fund 1%
Global Income Fund _%
Government Securities Fund _%
Growth and Income fund _%
Money Market Fund _%
Tax-Exempt Fund _%
Total Return Fund _%
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 be deemed not cast with respect to such proposal.
Also, 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) xxx-xxxx.
BACKGROUND
Chubb Asset Managers, Inc., the Adviser, 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 discontinue 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 Administrator and Van Eck Securities
Corporation, a wholly owned subsidiary of the Administrator, as Distributor. At
that time, the Board nominated the proposed slate of Directors, most of whom are
affiliated with the Administrator. The principal business offices of the
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 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
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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; Serves as Chairman and Trustee
of Eclipse Financial Asset Trust; General
Partner of Pharaoh Partners, LP a Managing
Director of Pharaoh Partners (Cayman),
LDC.
<PAGE>
Nominee (Age) & Address Principal Occupation(s) During the Past Five Years
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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* ( ) President and Director of CIF since 19__; Senior
15 Mountain View Road Vice President of the Adviser.
Warren, NJ 07061
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*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 Adviser. The Adviser 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 Adviser or their affiliates. The
members of the Audit Committee are the Van Eck/Chubb Funds Directors currently
in office.
The Board also has a Valuation Committee, the purpose of which is to review
and ratify certain portfolio securities pricing decisions made on behalf of the
Funds. The members of the Valuation Committee are Messrs. ___________ and
________.
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 $5,000 from the Funds, payable quarterly, as
compensation for services as a Director on the Board.
<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
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Bruce J. Smith (42) Vice Vice President and Treasurer of the
99 Park Avenue President Trust; officer of other investment
New York, NY 10016 and companies advised and/or
Treasurer administered by the 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 the
Leszczynski) President Trust; officer of other investment
99 Park Avenue and companies advised and/or
New York, NY 10016 Secretary administered by the 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 the Trust;
99 Park Avenue Secretary officer of another investment
New York, NY 10016 company advised by the
Administrator; Senior Attorney of
Van Eck Associates Corporation.
Prior to joining Van Eck, employed
by Royce Funds (1994 - 1996) and
First Investors, Corporation (1989
- 1994)
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*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.
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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.
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October 2, 1997
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(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 8:00 A.M., New York time, and at any and
all adjournments thereof, with all powers the undersigned would possess if
personally presented.
Dated: ___________________, 1997
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Signature(s) of Shareholder(s)
For joint accounts, all co-owners
must sign. Executors, administrators,
trustees, etc, should so indicate when
signing.
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(Back)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL BELOW. THE SHARES
REPRESENTED HEREBY 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.
1. To elect the following persons as Directors: FOR ALL WITHHOLD AUTHORITY
John C. van Eck [ ] [ ]
Jeremy H. Biggs
Wesley G. McCain
David J. Olderman
Michael O'Reilly
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, ENTER THEIR NAME BELOW:
______________________________________________________________________
2. To consider and act upon any other matters which may properly come before the
meeting or any adjournment thereof.
